WALSIN - AGM Information 2019 | FinancialReports.eu

Walsin Lihwa Corporation

Meeting Minutes of the 2019 Annual General Meeting

Time: 9:00 AM, Friday, May 24[th] , 2019

Place: 1F, No.15, Lane 168, HsinShan Road, Neihu District, Taipei

In Attendance: The shareholders and those acting as proxy represented 2,564,755,065 shares in total (including the 982,389,729 shares represented by shareholders attending through electronic means), which constituted 77.11% of the 3,325,999,258 total issued and outstanding shares (exclusive of those 1,000 shares with no voting right pursuant to Article 179 of the Company Act).
Directors in Attendance: Chiao, Yu-Lon; Cheng Hui-Ming; Chiao, Yu-Hwei; and Ma, Wei-Shin

Independent Directors in Attendance: Hsueh, Ming-Ling; Du, King-Ling; and Chen, Shiang-Chung

Also in Attendance: Attorney Lin, Cheng-Hsien, Lu-Yu Attorneys-at-Law; Attorney Hsieh, Wen-Chien (Wendy), Li-Ren Attorneys-at-Law; Certified Public Accountant Hong, Kuo-Tien and Chiu, Ming-Yu, Deloitte & Touche.

Chairman: Chiao, Yu-Lon Secretary: Li, Ying-Yao

Calling the meeting to order: The total issued and outstanding shares of the Company are 3,325,999,258 (exclusive of those 1,000 shares with no voting right pursuant to Article 179 of the Company Act). The number of shares represented by the present shareholders by 9:00 am was 2,559,686,130 (including 693,776,997 shares represented by shareholders present in person, 883,519,404 shares represented by shareholders acting by proxy, and 982,389,729 shares represented by shareholders attending via electronical means), which constituted a quorum. Pursuant to relevant laws, the Chairman called the meeting to order.

2. Chairman’s Address: (omitted)

3. Matters to be Reported:

I. General Manager Report

Please refer to the Company’s 2018 business report and financial statement.

For the business report, balance sheet, consolidated income statement, statement of changes in equity and statement of cash flows, please see the

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appendix for more details.

II. Audit Committee Review Report

Please refer to the Audit committee examination of the Company’s 2018 financial statement (please see the appendix for more details).

III. The Distribution Report of Compensation of the Employees and Directors for the Year 2018.

Please refer to the appendix for the status of the distribution of compensation to employees and directors for the year 2018.

IV. Other Report Items
(1) Report on the Company's investments in mainland China as of March 31[st] , 2019. Please see pp. 30 to 31 of the Appendix to the Handbook for details.
(2) Report on the revision of the Company's Corporate Governance Best Practice Principles:
- The Company's Corporate Governance Best Practice Principles have been amended by a resolution adopted in a board of directors meeting dated April 9[th] , 2019. Please see pp. 32-43 of the Appendix to the Handbook for the full content of the amended version.
(3) Report on the status of repurchase of the Company's shares:
- The shares repurchased by the Company for the 21[th] time has been scheduled to be written off for capital reduction on August 6[th] , 2018. Please see p. 44 of the Appendix to the Handbook for details.
(4) Report on the shareholdings of directors in the Company as follows:
- a) According to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum shareholding of the all of the Company's directors shall be 3% of its issued and outstanding shares; provided, however, this does not apply to the supervisors of the Company because the Company has an Audit Committee.
- The Company has 4 independent directors. The shareholding ratio of all of the directors (excluding the independent directors) is reduced to 80% of the above minimum shareholding ratio.
- b) For the shareholdings of individuals and total directors recorded in the shareholder register prior to the book closure date for the 2019 Annual Shareholders' Meeting, please see p. 45 of the Appendix to the Handbook.
- c) The shareholdings of all of the Company's directors have all met the requirement for the statutory shareholding ratio.

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(5) Report on the process and status of nomination of shareholders' proposals:

During the period from March 8[th] , 2019 to March, 18[th] 2019, none of the shareholders submitted any written proposal to the Company during the period of nomination according to Article 172-1 of Company Act.

(The 2019 Walsin Shareholders’ Annual General Meeting Handbook is available at http://mops.twse.com.tw)

4. Matters to be Ratified and Discussed Proposal 1 Proposed by the board of directors

Subject: Ratification of the Company's 2018 business report, balance sheet, consolidated income statement, statement of changes in equity and statement of cash flows.

Explanations:

Please see the appendix for the business report, balance sheet, consolidated income statement, statement of changes in equity and the statement of cash flows.
The aforesaid financial statements have been approved at the Company's 11[th] board meeting of the 18[th ] term, and audited as well as certified by

the CPA. They were submitted along with the business report to the Audit Committee, which then audited the same.

Resolution: After all votes in attendance were cast (including votes cast via electronic means), there were 2,292,357,150 shares represented by shareholders voting in favor of the proposal, 195,345 shares represented by shareholders voting against the proposal, and 264,841,788 shares represented by shareholders abstaining from voting; 89.52% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.

Proposal 2 Proposed by the board of directors

Subject: Ratification of the Company's 2018 profit distribution plan. Explanations:

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Please see the appendix for the 2018 profit distribution plan.
This proposal was approved at the Company's 11[th] board meeting of the 18[th] term and submitted to the Audit Committee, which has audited the same.
Upon the approval of the Annual Shareholders' Meeting, it is proposed that the Chairman be authorized to otherwise determine the distribution record date and distribution date. In the event that the Company buys back shares, thereby affecting the number of outstanding shares and then causing the proposed profit distribution per share to change, it is proposed that the Chairman be authorized to adjust the same based on the number of actual shares outstanding on the ex-dividend date.
The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Revenue by the Company.
Resolution: After all votes in attendance were cast (including votes cast via electronic means), there were 2,301,834,982 shares represented by shareholders voting in favor of the proposal, 249,686 shares represented by shareholders voting against the proposal, and 254,844,615 shares represented by shareholders abstaining from voting; 89.89% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.

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Walsin Lihwa Corporation Profit Distribution Proposal for 2018

Unit: NTD

		Unit: NT
Summary		Amount

Beginning of Period Retained Earnings Amount Affected Due to Application of IFRS Retroactively Adjusted Retained Earnings—Unappropriated Add: Retained Earnings Adjusted Due to Adoption of Equity Method in Investments Less: Remeasurements of Defined Benefit Plans Recognized in Retained Earnings Less: Cumulative Gains or Losses Directly Transferred to Retained Earnings by Disposal of Investments in Equity Instruments Measured at Fair Value through Other Comprehensive Income Adjusted Retained Earnings Add: Net Income Minus: Legal Reserve Minus: Special Reserve (Note 1) Distributable Earnings Distribution Cash Dividend to Shareholders (NT$1.2 per Share)	11,756,780,719 (1,175,678,072) (1,330,887,777)	9,258,575,169 4,657,644,208
		13,916,219,377 97,100,312 (22,227,457) (252,951,017)
		13,738,141,215 9,250,214,870
		22,988,356,085 (3,991,200,310)
End of Period Retained Earnings		18,997,155,775

Note 1: According to the letter from the Financial Supervisory Commission dated April 6[th] , 2012 (Ref. Jin-Guan-Zheng-Fa-Zi-1010012865), the Company shall not distribute the amount which is set aside as the special reserve among the

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sum of the profit/loss for the current period and the undistributed earnings from the last period and is equivalent to the net amount of other deductions in the reported shareholders' equity occurring in the current year, in accordance with Article 41 of the Securities and Exchange Act; provided, however, if the special reserve has been set aside pursuant to the said letter, the difference between the amount having been set aside and the net amount of other deductions in the reported shareholders' equity shall be further set aside as the special reserve.

Note 2: The Company's issued and outstanding common stock totaled 3,326,000,258 shares as of February 22[th] , 2019.
Note 3: According to the rules specified in the letter from the Ministry of Finance dated August 5[th] , 1999 (Ref. No.: Tai-Cai-Shui-881933217), the year of this distribution of earnings is year 2018.

Responsible Person: Chiao, Yu-Lon (Seal) Manager: Cheng, Hui-Ming (Seal) Accounting Chief: Wu, Chin-Sheng (Seal)

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Proposal 3 Proposed by the Board of Directors

Subject: Review and approval of the amendments to the Procedures for the Acquisition and Disposal of Assets of the Company.

Explanation ：

It is proposed that the relevant provisions of above Procedures be amended in accordance with the amendments to certain provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Please see the appendix for the Comparison Table of the Amended Articles of the Procedures for the Acquisition and Disposal of Assets of the Company
Resolution: After all votes in attendance were cast (including votes cast via electronic means), there were 2,301,870,496 shares represented by shareholders voting in favor of the proposal, 233,513 shares represented by shareholders voting against the proposal, and 254,875,274 shares represented by shareholders abstaining from voting; 89.89% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.

Proposal 4 Proposed by the Board of Directors

Subject: Review and approval of the amendments to the Procedures for Financial Derivatives Transactions of the Company.

Explanations:

It is proposed that certain provisions of the above Procedures be amended in accordance with the amendments to certain provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, and to meet the Company's operational needs.
Please see the appendix for the Comparison Table of the Amended Articles of the Procedures for Financial Derivatives Transactions of the Company.

Resolution: After all votes in attendance were cast (including votes cast

via electronic means), there were 2,301,859,479 shares represented by shareholders voting in favor of the proposal, 233,011 shares represented by shareholders voting against the proposal, and 254,886,793 shares represented by shareholders abstaining from voting; 89.89% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.

Proposal 5 Proposed by the board of directors

Subject: Review and approval of the amendments to the Procedures for Lending Funds to Other Parties and the Procedures for Endorsement and Guarantee of the Company.

Explanations:

It is conducted in accordance with Article 8, Chapter 2 of the Company's Procedures for Lending Funds to Other Parties and Article 11, Chapter 2 of the Company's Procedures for Endorsement and Guarantee.
It is proposed that certain provisions of the above Procedures be amended in accordance with amendments to the applicable laws or regulations published by the competent authority.
Please see the appendix for the Comparison Table of Amended Articles of the Procedures for Lending Funds to Other Parties and of the Procedures for Endorsement and Guarantee of the Company.
Resolution: After all votes in attendance were cast (including votes cast via electronic means), there were 2,301,854,634 shares represented by shareholders voting in favor of the proposal, 243,373 shares represented by shareholders voting against the proposal, and 254,881,276 shares represented by shareholders abstaining from voting; 89.89% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.
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Proposal 6 Proposed by the board of directors

Subject: Review and approval of the amendments to the Company's Rules for Election of Directors

Explanations:

It is conducted in accordance with Article 192-1 of the Company Act.
It is proposed that certain part of Article 2 of the Company's Rules for Election of Directors be amended in cooperation with the simplification of the procedures for director nomination and deletion of the board of directors' right to review documents set forth in the Company Act to protect the shareholder's right to nominate.
Please refer to p. 60 of the Appendix to the Handbook for the Comparison Table of Amended Articles of the Company's Rules for Election of Directors.
Resolution: After all votes in attendance were cast (including votes cast via electronic means), there were 2,301,860,965 shares represented by shareholders voting in favor of the proposal, 231,522 shares represented by shareholders voting against the proposal, and 254,886,796 shares represented by shareholders abstaining from voting; 89.89% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.

Proposal 7 Proposed by the board of directors

Subject: Release of the directors of the Company from non-compete restrictions set forth in Article 209 of the Company Act.

Explanations:

It is conducted in accordance with Paragraph 1, Article 209 of the Company Act, which provides that “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the
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shareholders meeting the essential contents of such an act and secure its approval”.

  2. For the addition to the same business items as the Company for the companies that are within the same/similar business as/to the Company where the Company's directors serve as directors, please see p. 91 of the Appendix to the Handbook.

  3. It is proposed that the shareholders' meeting approve the release of the directors from non-compete restrictions on engaging in any business within the Company's business scope under Paragraph 1, Article 209 of the Company Act, as well as approve the abstention from exercise of the disgorgement rights against the directors mentioned above as of the date of serving as directors of other companies engaging in competing business.

Resolution: Hsueh, Ming-Ling be released from non-competition restrictions as independent director. After all votes in attendance were cast (including votes cast via electronic means), there were 2,282,219,869 shares represented by shareholders voting in favor of the proposal, 310,768 shares represented by shareholders voting against the proposal, and 274,448,646 shares represented by shareholders abstaining from voting; 89.12% of the total shares represented by the shareholders in attendance were in favor and this proposal was passed without modification.
Ad-Hoc Motion: None
(The shareholders’ comments and discussions are omitted. All shareholders’ recommendations have been video-recorded for reference.)
Adjournment of Meeting: the Chairman announced that the meeting was adjourned at 10:15 am on May 24[th] , 2019.
(The video recording of this annual general meeting shall prevail in the event of any discrepancy between these meeting minutes and the video recording in any detail.)
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Walsin Lihwa Corporation

2018 Business Report

1. Preamble

The Company's overall profitability hit a record high thanks to the recovery of global economy in 2018. Profitability of the Wire and Cable Business Unit (" BU ") rose, benefiting from the increased demand for infrastructure and plant construction in Taiwan; the Real Estate BU recognized the revenue from the sale of office buildings and residential products; and the electronics industry's boom in the first half of the year increased the Company's investment gains. However, international raw material prices became more volatile and the imbalance between the supply and demand in the stainless steel market intensified in the fourth quarter, due to the heightened global trade protectionism, including not only the China-US trade war but also the defensive investigation launched by the European Union, thus affecting profitability performance the Stainless Steel Business in fourth quarter.

Looking forward to 2019, not only the overall international economic situation will continue to be affected by the China-US trade war and the imbalance between the supply and demand in the stainless steel market, but also the uncertainty over US interest rates, the stagnation of China's economic development and the limited growth of Taiwan's market will cause the Company's manufacturing businesses to face more serious challenges. In the face of the challenges and opportunities arising from the continuous innovation of technology and the changes in business models brought about by the Internet of Things, the Company will continue to expand its investments in technology applications to accelerate the accumulation of know-how in the manufacturing BUs, shorten the time it takes to respond to customer demand and enhance customer service value and other core competencies, with a view to transforming the Company into a manufacturing-services-driven company and maintaining the Company's continued growth dynamics.

2. Explanation for Financial Result

Unit: NT$ million

	2018	2017	Amount of

			Increase
			(Decrease)

Operating Revenue	190,915	167,793	23,122
Gross Profit	15,935	12,005	3,930
Operating Expenses	4,909	4,109	800

Income from Operations	11,026	7,896	3,130
Non-Operating Income and Expenses	5,645	1,498	4,147

Profit Before Tax	16,671	9,394	7,277

Net Income After
	11,757	6,560	5,197
Taxes

(1) Operating Revenue

In 2018, the sales volume of stainless steel has increased to 840,000 tons, which was a 7% year-on-year increase; the sales volume of copper materials and wire/cables stayed roughly the same as previous years. The revenue of commercial real estate sold was 8 billion in 2018. However, due to a 6% and a 26% year-on-year increase in copper and nickel prices respectively, the overall operating revenue rose about 23.1 billion year on year.
(2) Gross Profit

In 2018, the gross profit has increased by 3.9 billion year on year, mainly because the Real Estate BU has recognized revenues from the housing handovers in Lot A and Lot B (Phase I) and Lot D (Phase II).

(3) Operating Expenses

The rise in the 2018 operating expenses can be attributable to the increase in the personnel expenses (including employee compensation and bonuses) due to the Company's record-high overall profitability, as well as to the increase in investments in technology-application-related talents and expenses arising from the rise in sales of properties by the Real Estate BU.

(4) Non-Operating Income and Expenses

The 2018 non-operating income and expenses rose substantially year on year, which mainly benefited from Walsin Technology Corporation's record-high profitability in 2018 and stable gains from other reinvestments.

3. Operating Overview and Prospects of the Business Units

(1) Wire and Cable

The Copper Material Department adopts a steady strategy, with capacity utilization almost to 100%. However, due to the China-US trade war and the fierce competition in the Chinese market, the Company will continue

to improve its product quality in order to maintain the competitive edge over its competitors to remain its market share.

Main products manufactured by the Power Cable Department has entered a mature and stable stage in Taiwan's construction market; as a result, the Company has been actively expanded into solar energy, wind power and other green energy industry as well as port machine industry, and takes every opportunity to promote the relevant industrial cables in global markets, in order to expand the market presence.

(2) Stainless Steel

The Stainless Steel Department continues to enhance manufacturing capacity and product quality through capital expenditure, while responding to customer needs and increasing the proportion of highvalue products by developing new types of steel and expanding product sizes, with the goal of reducing the impact of Chinese competitors subsidized by increased export tax rebates. In addition, it will continue to carry out green-manufacturing-related investments such as environmental protection and energy conservation.

(3) Real Estate
The construction of Lot D of Walsin Centro located in Nanjing has completed, and the housing handover and the recognition of the profit in connection with the first and second phase of the project are also completed. The third phase is estimated to complete its sales by 2019.

Lot A and Lot B of Walsin Centro located in Nanjing adopt the phased development sales model. The housing handover and the recognition of the profit in connection with the first phase have been completed in 2018. The buildings Nos. 1 and 6 of the second phase, office buildings annexed to a shopping mall, are under construction and are expected to be completed by the end of 2020.

The Walsin shopping mall on Lot A and Lot B located in Nanjing has the total area of 170,000 square meters, featuring "Healthy Life, Parents and Children Entertainment and Aesthetic Experience" as the three core elements, in order to create a life aesthetic community and an art sharing and cultural space. The shopping mall is expected to be opened by mid2019.

Responsible person: Chiao, Yu-Lon (Seal) Manager: Cheng, Hui-Ming (Seal) Chief Accountant: Wu, Chin-Sheng (Seal)

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Derivative financial assets for hedging - current (Notes 4 and 8) Financial assets at amortized cost - current (Notes 4 and 9) Contract assets - current (Notes 4 and 13) Debt investments with no active market - current (Notes 4 and 10) Notes receivable (Notes 4 and 11) Trade receivables (Notes 4 and 11) Finance lease receivables (Note 12) Other receivables Prepayments for leases (Note 21) Inventories (Notes 4 and 13) Other financial assets (Note 6) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 14) Available-for-sale financial assets - non-current (Notes 4 and 15) Financial assets measured at cost - non-current (Notes 4 and 16) Investments accounted for using equity method (Notes 4 and 18) Property, plant and equipment (Notes 4 and 18) Investment properties (Notes 4 and 19) Other intangible assets Deferred tax assets - non-current (Notes 4 and 27) Refundable deposits Long-term finance lease receivables (Note 12) Long-term prepayments for leases (Note 21) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 22) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Contract liabilities - current (Notes 4 and 13) Notes payable Trade payables Current tax liabilities (Notes 4 and 27) Other payables Advance receipts on real estate (Note 13) Current portion of long-term borrowings (Note 22) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 22) Deferred tax liabilities - non-current (Notes 4 and 27) Net defined benefit liabilities (Notes 4 and 23) Other non-current liabilities (Note 29) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF WLC (Note 24) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income Unrealized gain on available-for-sale financial assets Cash flow hedges Total other equity Treasury shares (Notes 4 and 24) Total equity attributable to owners of WLC NON-CONTROLLING INTERESTS Total equity TOTAL		2018 Amount % $ 9,406,154 7 95,426 - 15,630 - 1,489,831 1 2,589,864 2 - - 3,844,819 3 11,729,199 9 52,489 - 1,212,252 1 59,811 - 26,048,519 20 114,255 - 2,068,664 1 58,726,913 44 3,991,218 3 - - - - 30,555,851 23 25,083,436 19 10,241,647 8 164,451 - 1,657,511 1 187,053 - 830,991 1 1,119,004 1 96,035 - 73,927,197 56 $ 132,654,110 100 $ 10,024,097 8 - - 19,899 - 409,879 - 8,643,816 7 4,389,952 3 3,513,168 3 - - 4,564,196 3 581,963 - 32,146,970 24 19,993,411 15 182,494 - 645,403 1 421,489 - 21,242,797 16 53,389,767 40 33,260,002 25 15,966,420 12 3,937,554 3 2,712,250 2 25,494,923 19 32,144,727 24 (3,567,540) (3) (474,446) - - - (1,151) - (4,043,137) (3) - - 77,328,012 58 1,936,331 2 79,264,343 60 $ 132,654,110 100		2017
				Amount % $ 10,952,691 9 129,615 - 7,430 - - - - - 1,459,958 1 5,712,204 4 9,090,763 7 50,758 - 488,554 - 62,230 - 32,297,139 25 1,401,866 1 1,999,226 2 63,652,434 49 - - 3,702,495 3 2,509,320 2 25,210,753 19 20,984,890 16 10,406,246 8 169,726 - 1,222,430 1 186,507 - 883,480 1 1,161,364 1 161,100 - 66,598,311 51 $ 130,250,745 100 $ 6,815,772 5 27,710 - - - 446,655 - 9,243,642 7 3,147,811 3 3,635,500 3 10,323,447 8 171,438 - 806,194 1 34,618,169 27 21,950,366 17 168,512 - 868,311 1 365,131 - 23,352,320 18 57,970,489 45 33,660,002 26 15,854,392 12 3,281,556 3 2,712,250 2 13,240,574 10 19,234,380 15 (2,944,758) (3) - - 5,042,894 4 (7,529) - 2,090,607 1 (315,918) - 70,523,463 54 1,756,793 1 72,280,256 55 $ 130,250,745 100

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

(With Deloitte & Touche auditors' report dated February 22, 2019)

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUE (Notes 4 and 25) OPERATING COSTS (Notes 4 and 13) GROSS PROFIT REALIZED GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Dividend income Other income (Loss) gain on disposal of property, plant and equipment Foreign exchange gain (loss), net Loss on valuation of financial assets and liabilities Impairment loss (Note 26) Other expenses Interest expense Gain (loss) on disposal of investments (Note 26) Share of gain of associates under equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 27) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE LOSS (INCOME)		2018 Amount % $ 190,915,137 100 (174,979,772) (92) 15,935,365 8 15,935,365 8 2,144,126 1 2,634,343 1 130,687 - 4,909,156 2 11,026,209 6 355,283 - 177,925 - 367,344 - (11,616) - 271,081 - 85,216 - (78,547) - (239,432) - (684,163) - 355,668 - 5,046,006 3 5,644,765 3 16,670,974 9 (4,711,687) (3) 11,959,287 6		2017
				Amount % $ 167,792,585 100 (155,787,754) (93) 12,004,831 7 12,004,831 7 1,722,346 1 2,314,407 1 72,433 - 4,109,186 2 7,895,645 5 331,982 - 167,634 - 63,647 - 60,284 - (17,907) - (23,734) - (67) - (326,459) - (512,995) - (260,608) - 2,017,026 1 1,498,803 1 9,394,448 6 (2,700,435) (2) 6,694,013 4

(Continued)

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WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

Items that may not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on financial assets at fair value through other comprehensive income Share of the other comprehensive gain of associates accounted for using the equity method Items that will be reclassified subsequently to profit or loss: Exchange loss on translation of foreign operations Unrealized gain on available-for-sale financial assets Cash flow hedges gain Share of other comprehensive income of associates under equity method Other comprehensive (loss) income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Owners of WLC Non-controlling interests COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of WLC Non-controlling interests EARNINGS PER SHARE (Notes 4 and 28) Basic Diluted		2018 Amount % 4,052 - (1,243,074) - (1,286,630) (1) (572,415) - - - 6,378 - (51,083) - (3,142,772) (1) $ 8,816,515 5 $ 11,756,781 6 202,506 - $ 11,959,287 6 $ 8,612,785 5 203,730 - $ 8,816,515 5 $ 3.53 $ 3.53		2017
				Amount % (150,736) - - - - - (757,920) - 724,447 - 6,142 - 2,964,786 2 2,786,719 2 $ 9,480,732 6 $ 6,559,984 4 134,029 - $ 6,694,013 4 $ 9,362,394 6 118,338 - $ 9,480,732 6 $ 1.97 $ 1.97

				$
				$
				$
		$		$
		$		$

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

(With Deloitte & Touche auditors' report dated February 22, 2019)

(Concluded)

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WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

	Equity A	ttributable to Owners of W	LC
Share Capital Capital Surplus $ 33,960,002 $ 15,701,403 - - - - - (495 ) - 146,381 - - - - - - (300,000 ) 7,108 - (5 ) - - 33,660,002 15,854,392 - - - - 33,660,002 15,854,392 - - - - - 615 - 27,333 - - - - - - - - (400,000 ) 84,082 - (2 ) - - $ 33,260,002 $ 15,966,420	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 2,824,743 $ 2,712,250 $ 9,674,226 456,813 - (456,813 ) - - (2,328,200 ) - - (22,554 ) - - - - - 6,559,984 - - (186,069) - - 6,373,915 - - - - - - - - - 3,281,556 2,712,250 13,240,574 - - 4,651,666 - - 5,978 3,281,556 2,712,250 17,898,218 655,998 - (655,998 ) - - (3,326,000 ) - - - - - 97,100 - - (252,951 ) - - 11,756,781 - - (22,227) - - 11,734,554 - - - - - - - - - $ 3,937,554 $ 2,712,250 $ 25,494,923		Other Equity	ash Flow Hedges Treasury Shares $ (13,671 ) $ (608,810 ) - - - - - - - - - - 6,142 - 6,142 - - 292,892 - - - - (7,529 ) (315,918 ) - - - - (7,529 ) (315,918 ) - - - - - - - - - - - - 6,378 - 6,378 - - 315,918 - - - - $ (1,151) $ -
		Exchange Differences on U Translating Foreign Operations A $ (2,110,122 ) - - - - - (834,636) (834,636) - - - (2,944,758 ) - - (2,944,758 ) - - - - - - (622,782) (622,782) - - - $ (3,567,540)	nrealized Gain (Loss) on Unrealized Gain (Loss) on Financial Assets at Fair Value through Other vailable-for-sale Financial Assets Comprehensive Income C $ 1,225,921 $ - - - - - - - - - - - 3,816,973 - 3,816,973 - - - - - - - 5,042,894 - (5,042,894 ) 1,875,068 - - - 1,875,068 - - - - - - - (97,100 ) - 252,951 - - - (2,505,365) - (2,505,365) - - - - - - $ - $ (474,446)

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

(With Deloitte & Touche auditors' report dated February 22, 2019)

12 -

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized (reversed) on trade receivables Net loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss Interest expense Interest income Dividend income Compensation cost of employees share options Share of gain of associates under equity method Loss (gain) on disposal of property, plant and equipment Loss on the disposal of intangible assets Gain (loss) on disposal of investments Impairment loss recognized on property, plant and equipment Gain on foreign currency exchange Changes in operating assets and liabilities Increase in financial assets held for trading Decrease in financial assets mandatorily classified as at fair value through profit or loss Decrease in contract assets Decrease (increase) in notes receivable Increase in trade receivables (Increase) decrease in other receivables Decrease (increase) in inventories Increase in other current assets Decrease in other financial assets Decrease (increase) in other operating assets Decrease in notes payable Decrease (increase) in trade payables Decrease (increase) in other payables Decrease (increase) in advance real estate receipts Decrease (increase) in net defined benefit liabilities Decrease in other current liabilities Increase in other operating liabilities Cash generated from operations Interest paid Interest received Dividends received from associates Income tax paid Net cash generated from operating activities	2018 $ 16,670,974 1,734,995 32,973 9,907 (85,216) 684,163 (355,283) (177,925) 5,397 (5,046,006) 11,616 185 (355,668) 78,547 (275) - 153,306 6,823 1,867,385 (2,648,343) (134,272) 3,651,933 (271,739) 1,287,611 33,265 (36,776) (599,826) (321,214) (10,143,723) (222,908) (440,148) 65,675 5,455,433 (612,840) 295,805 1,514,347 (3,633,464) 3,019,281	2017 $ 9,394,448 1,762,164 29,784 (18,634) 23,734 512,995 (331,982) (167,634) 1,469 (2,017,026) (60,283) - 260,608 67 (7,224) (379,141) - - (690,388) (345,803) 36,028 (5,172,451) (565,733) 863,273 (2,322) (35,651) 1,506,865 676,359 3,398,960 51,093 (180,750) 112,235 8,655,060 (520,161) 223,588 798,326 (1,458,894) 7,697,919

(Continued)

13 -

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from the disposal of financial assets at fair value through other comprehensive income Share buybacks due to capital reduction from financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets held for trading Proceeds from disposal of available-for-sale financial assets Debt investments with no active market Purchase of financial assets measured at cost Proceeds from disposal of financial assets measured at cost Proceeds from capital return of investments in financial assets measured at cost Derivative instruments not held for trading Purchase of associates under equity method Proceeds from capital return of investments in associates under equity method Proceeds from disposal of non-current assets held for sale Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Purchase of intangible assets (Increase) in other receivables Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Increase in long-term borrowings Decrease in long-term borrowings Dividends paid to owners of WLC Changes in non-controlling interests Other financing activities Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2018 (750) 73,158 915 - - 3,072 - - - - (592,586) - - (5,795,665) 10,593 (1,435) (1,926) (365,101) (6,669,725) 3,217,299 6,000,000 (3,564,196) (3,325,743) (29,522) (2) 2,297,836 (193,929) (1,546,537)	2017 - - - 371,002 48,769 54,228 (692,576) 546 15,958 2,133 (1,595,460) 58,927 399,812 (2,367,653) 124,291 (3,461) (422) - (3,583,906) 2,668,879 6,500,000 (6,694,035) (2,328,020) (193,745) (5) (46,926) (847,980) 3,219,107

(Continued)

14 -

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2018 10,952,691 $ 9,406,154	2017 7,733,584 $ 10,952,691

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors' report dated February 22, 2019) (Concluded)

15 -

WALSIN LIHWA CORPORATION

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

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Contract assets - current Notes receivable (Notes 4 and 8) Trade receivables (Notes 4 and 8) Trade receivables from related parties (Notes 4, 8 and 27) Other receivables Inventories (Notes 4 and 9) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 10) Available-for-sale financial assets - non-current (Notes 4 and 11) Financial assets measured at cost - non-current (Notes 4 and 12) Investments accounted for using equity method (Notes 4 and 13) Property, plant and equipment (Notes 4 and 14) Investment properties (Notes 4 and 15) Deferred tax assets - non-current (Notes 4 and 22) Refundable deposits Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Derivative financial liabilities hedging - current (Notes 4 and 17) Trade payables Current tax liabilities (Notes 4 and 22) Other payables (Note 27) Current portion of long-term borrowings (Note 16) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 16) Deferred tax liabilities - non-current (Notes 4 and 22) Net defined benefit liabilities (Notes 4 and 18) Other non-current liabilities (Note 24) Total non-current liabilities Total liabilities EQUITY (Note 19) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income Unrealized gain on available-for-sale financial assets Cash flow hedges Total other equity Treasury shares (Notes 4 and 19) Total equity TOTAL		2018 Amount % $ 949,956 1 142,111 - 44,338 - 56,624 - 2,696,765 3 361,083 - 536,860 - 11,285,237 11 736,932 1 16,809,906 16 3,305,238 3 - - - - 73,754,195 70 16,432,206 16 8,551,796 8 394,000 - 58,292 - 1 - 102,495,728 97 $ 119,305,634 113 $ 8,095,612 7 4,079 - 3,244 - 3,845,788 3 478,299 - 4,466,854 4 4,500,000 4 167,762 - 21,561,638 18 19,500,000 16 131,132 - 584,078 1 200,774 - 20,415,984 17 41,977,622 35 33,260,002 28 15,966,420 13 3,937,554 3 2,712,250 2 25,494,923 22 32,144,727 27 (3,567,540) (3) (474,446) - - - (1,151) - (4,043,137) (3) - - 77,328,012 65 $ 119,305,634 100		2017
				Amount % $ 2,192,403 2 - - - - 27,353 - 2,585,153 2 481,485 1 328,742 - 9,174,197 9 399,270 - 15,188,603 14 - - 3,702,495 4 1,810,187 2 61,595,898 58 14,356,176 14 8,603,604 8 319,919 - 58,764 - 1 - 90,447,044 86 $ 105,635,647 100 $ 4,083,492 4 68,780 - 13,964 - 4,146,066 4 351,234 - 3,658,528 4 - - 175,626 - 12,497,690 12 21,500,000 20 131,132 - 805,033 1 178,329 - 22,614,494 21 35,112,184 33 33,660,002 32 15,854,392 15 3,281,556 3 2,712,250 3 13,240,574 12 19,234,380 18 (2,944,758) (3) - - 5,042,894 5 (7,529) - 2,090,607 2 (315,918) - 70,523,463 67 $ 105,635,647 100

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

(With Deloitte & Touche auditors' report dated February 22, 2019)

16 -

WALSIN LIHWA CORPORATION

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

OPERATING REVENUE (Notes 4 and 20) OPERATING COSTS (Note 9) (UNREALIZED) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Dividend income Other income Gain on disposal of property, plant and equipment Gain (Loss) on disposal of investments (Note 21) Foreign exchange gain, net Gain (Loss) on valuation of financial assets and liabilities Impairment loss (Note 21) Other expenses Interest expense Share of gain of subsidiaries and associates under equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (Notes 4 and 22) NET INCOME FOR THE YEAR		2018 Amount % $ 85,099,970 100 (81,254,264) (96) (5,456) - 3,840,250 4 808,264 1 777,885 1 131,591 - 1,717,740 2 2,122,510 2 6,135 - 177,873 - 121,897 - 4,212 - 488,267 1 251,457 - 206,812 - (4,636) - (60,040) - (479,707) - 9,411,252 11 10,123,522 12 12,246,032 14 (489,251) - 11,756,781 14		2017
				Amount % $ 76,123,074 100 (70,808,645) (93) 3,635 - 5,318,064 7 707,416 1 710,297 1 63,816 - 1,481,529 2 3,836,535 5 6,764 - 167,584 - 41,282 - 1,380 - (369,204) - 35,426 - (86,508) - - - (75,913) - (434,314) (1) 4,004,420 5 3,290,917 4 7,127,452 9 (567,468) (1) 6,559,984 8 (Continued)

17 -

WALSIN LIHWA CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (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 (Notes 4 and 18) Unrealized loss on financial assets at fair value through other comprehensive income Share of the other comprehensive gain of associates accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange loss on translation of foreign operations Unrealized gain on available-for-sale financial assets Cash flow hedges gain Share of other comprehensive income of subsidiaries and associates under equity method Other comprehensive (loss) income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 22) Basic Diluted		2018 Amount % (372) - (719,216) (1) (1,808,004) (2) (571,733) (1) - - 6,378 - (51,049) - (3,143,996) (4) $ 8,612,785 10 $ 3.53 $ 3.53		2017
				Amount % (150,736) - - - - - (742,010) (1) 724,447 1 6,142 - 2,964,567 4 2,802,410 4 $ 9,362,394 12 $ 1.97 $ 1.97

		$		$

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

(With Deloitte & Touche auditors' report dated February 22, 2019) (Concluded)

18 -

WALSIN LIHWA CORPORATION

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

BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings (Note 19) Legal reserve Cash dividends Excess of the consideration received over the carrying amount of the subsidiaries' net assets disposed of Change in capital surplus and retained earnings from investments in subsidiaries and associates under equity method Net profit for the year ended December 31, 2017 Other comprehensive loss for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 Cancelation of treasury shares Others BALANCE, DECEMBER 31, 2017 Effect of retrospective application of IFRS 9 (Note 3) Effect of retrospective application of IFRS 15 BALANCE AT JANUARY 1, 2018, AS RESTATED Appropriation of 2017 earnings (Note 19) Legal reserve Cash dividends Excess of the consideration received over the carrying amount of the subsidiaries' net assets disposed of Change in capital surplus from investments in subsidiaries and associates under equity method Disposals of investments in equity instruments designated as at fair value through other comprehensive income (Note 10) Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Cancelation of treasury shares Others BALANCE, DECEMBER 31, 2018	Share Capital Capital Surplus $ 33,960,002 $ 15,701,403 - - - - - (495 ) - 146,381 - - - - - - (300,000 ) 7,108 - (5) 33,660,002 15,854,392 - - - - 33,660,002 15,854,392 - - - - - 615 - 27,333 - - - - - - - - (400,000 ) 84,082 - (2) $ 33,260,002 $ 15,966,420		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 2,824,743 $ 2,712,250 $ 9,674,226 456,813 - (456,813 ) - - (2,328,200 ) - - (22,554 ) - - - - - 6,559,984 - - (186,069) - - 6,373,915 - - - - - - 3,281,556 2,712,250 13,240,574 - - 4,651,666 - - 5,978 3,281,556 2,712,250 17,898,218 655,998 - (655,998 ) - - (3,326,000 ) - - - - - 97,100 - - (252,951 ) - - 11,756,781 - - (22,227) - - 11,734,554 - - - - - - $ 3,937,554 $ 2,712,250 $ 25,494,923	Other Equity Exchange Differences on Unrealized Gain (Loss) on Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Translating Foreign Operations Available-for- sale Financial Assets Comprehensive Income Cash Flow Hedges Treasury Shares $ (2,110,122 ) $ 1,225,921 $ - $ (13,671 ) $ (608,810 ) - - - - - - - - - - - - - - - - - - - - - - - - - (834,636) 3,816,973 - 6,142 - (834,636) 3,816,973 - 6,142 - - - - - 292,892 - - - - - (2,944,758 ) 5,042,894 - (7,529 ) (315,918 ) - (5,042,894 ) 1,875,068 - - - - - - - (2,944,758 ) - 1,875,068 (7,529 ) (315,918 ) - - - - - - - - - - - - - - - - - (97,100 ) - - - - 252,951 - - - - - - - (622,782) - (2,505,365) 6,378 - (622,782) - (2,505,365) 6,378 - - - - - 315,918 - - - - - $ (3,567,540) $ - $ (474,446) $ (1,151) $ -	Total Equity $ 63,365,942 - (2,328,200 ) (23,049 ) 146,381 6,559,984 2,802,410 9,362,394 - (5) 70,523,463 1,483,840 5,978 72,013,281 - (3,326,000 ) 615 27,333 - 11,756,781 (3,143,996) 8,612,785 - (2) $ 77,328,012

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

(With Deloitte & Touche auditors' report dated February 22, 2019)

19 -

WALSIN LIHWA CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Reversed on trade receivables Net loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss Interest expense Interest income Dividend income Share of gain of subsidiaries and associates under equity method Gain on disposal of property, plant and equipment (Gain) loss on disposal of investments Impairment loss recognized on non-financial assets Unrealized (realized) gain on the transaction with associates Net (gain) loss on foreign currency exchange Changes in operating assets and liabilities Increase in financial assets held for trading Decrease in financial assets mandatorily classified as at fair value through profit or loss Increase in contract assets (Increase) decrease in notes receivable Decrease (increase) in trade receivables Decrease in other receivables Increase in inventories Increase in other current assets (Increase) decrease in other operating assets (Increase) decrease in trade payables Increase in other payables Decrease in net defined benefit liabilities Decrease in other current liabilities Increase in other operating liabilities Cash generated from operations Interest paid Interest received Dividends received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES	2018 $ 12,246,032 1,072,926 5,000 - (206,812) 479,707 (6,135) (177,873) (9,411,252) (4,212) (488,267) 4,636 5,456 (2,457) - 192,333 (34,789) (29,271) 8,790 10,060 (2,120,589) (337,662) (5,000) (300,278) 594,110 (221,327) (13,321) 24,581 1,284,386 (478,391) 7,136 1,570,303 (436,268) 1,947,166	2017 $ 7,127,452 1,026,334 2,380 (799) 86,508 434,314 (6,764) (167,584) (4,004,420) (1,380) 369,204 - (3,635) 14,131 (479,073) - - 357 (664,334) 24,763 (1,094,218) (99,754) 93 971,394 341,426 (111,865) (71,522) 8,485 3,701,493 (446,622) 6,317 949,548 (504,278) 3,706,458

(Continued)

WALSIN LIHWA CORPORATION

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

Purchase of financial assets at fair value through other comprehensive income Proceeds from the disposal of financial assets at fair value through other comprehensive income Share buybacks due to capital reduction from financial assets at fair value through other comprehensive income Purchase of financial assets measured at cost Proceeds from disposal of financial assets measured at cost Proceeds from capital return and liquidation return of investments in associates under equity method Proceeds from capital return of investments in financial assets measured at cost Derivative instruments not held for trading Purchase of associates under equity method Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Proceeds from sale of available-for-sale financial assets Other investing activities Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Increase in long-term borrowings Decrease in long-term borrowings Increase in other payables to related parties Dividends paid Other financing activities Net cash generated from financing activities NET INCREASE (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2018 (750) 73,158 915 - - - - - (3,135,019) (3,031,545) 8,796 472 - (504,706) (6,588,679) 4,010,239 6,000,000 (3,500,000) 214,572 (3,325,743) (2) 3,399,066 (1,242,447) 2,192,403 $ 949,956	2017 - - - (692,576) 546 343,301 15,944 1,701 (1,595,460) (1,492,691) 1,441 4,143 48,769 (422,369) (3,787,251) 1,572,064 6,500,000 (6,630,000) 1,784,112 (2,328,020) (5) 898,151 817,358 1,375,045 $ 2,192,403

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

(With Deloitte & Touche auditors' report dated February 22, 2019)

(Concluded)

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Walsin Lihwa Corporation

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

22 -

The following are the key audit matters of the consolidated financial statements of the Group as of and for the year ended December 31, 2018:

Sales Revenue Recognition

The sales revenue of the Group's stainless steel business unit had grown significantly in 2018. The business unit's main products include stainless steel bars and stainless steel cold-and-hot rolled coils. Aside from Taiwan, there are many customers in China, America, Southeast Asia and Europe and the sales terms vary for different types of customers. Thus, we consider the reality of export sales revenue of stainless steel business unit as key audit matter. Refer to Notes 4 and 25 to the consolidated financial statements for related accounting policies and disclosure information of revenue recognition.

We performed the following audit procedures in respect of the above key audit matter:
We verified and tested the internal control process of the export sales of stainless steel business unit.
We sampled and inspected the transactions of export sales revenue of stainless steel business unit to confirm its existence.

Inventory Valuation

As of December 31, 2018, the manufacturing and trading inventory of the Group amounted to NT$18,292,552 thousand, which constituted 14% of the Group's consolidated total assets, as of December 31, 2018. Refer to Notes 4, 5 and 13 for related accounting policies of inventory and inventory valuation.

The inventory of the Group is stated at the lower of cost or net realizable value. The valuation of the net realizable value required significant judgment and estimation. In addition, the market price of copper and nickel fluctuated frequently, which significantly affects the valuation of wire, cable and specialty steel inventory. As a result, inventory valuation is regarded as a key audit matter.

Our audit procedures in response to inventory valuation consist of obtaining inventory valuation sheets prepared by management, selecting samples of estimated selling prices and tracing them to recent sales records to assess the rationale of the net realizable value determined by management. Moreover, by attending the year-end inventory count, we assess the condition of the inventory to verify the completeness of obsolete goods.

Other Matter

The financial statements of certain subsidiaries included in the consolidated financial statements as of and for the years ended December 31, 2018 and 2017 were audited by other auditors. Our opinion, insofar as it relates to such subsidiaries, is based solely on the reports of other auditors. The total assets of such subsidiaries amounted to NT$7,959,485 thousand and NT$7,667,995 thousand, which constituted 6.00% and 5.89% of the Group's consolidated total assets, as of December 31, 2018 and 2017, respectively, and the total net operating revenue of such subsidiaries amounted to NT$11,999,669 thousand and NT$9,443,554 thousand, which constituted 6.29% and 5.63% of the Group's consolidated total net operating revenue, for the years ended December 31, 2018 and 2017, respectively.

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

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future
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events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audit resulting in this independent auditors' report are Kenny Hong and Ming-Yu Chiu.

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Deloitte & Touche Taipei, Taiwan Republic of China February 22, 2019

Notice to Readers

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

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

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Walsin Lihwa Corporation

Opinion

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

In our opinion, based on our audits and the reports of other auditors (as set out in the Other Matter section of our report), the accompany financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

The following are key audit matters of the financial statements of the Company as of and for the year ended December 31, 2018:

Sales Revenue Recognition

The sales revenue of stainless steel business unit had grown significantly in 2018. The business unit's main products include stainless steel bars and stainless steel cold-and-hot rolled coils. Aside from Taiwan, there are many customers in China, America, Southeast Asia and Europe and the sales are terms vary for different customers. Thus, we consider the reality of export sales revenue of stainless steel business unit as key audit matter. Refer to Note 4 and 20 for related accounting policies of revenue recognition and disclosure information of the revenue recognition. We performed the following audit procedures in respect of the above key audit matter:

We verified and tested the internal control process of the export sales of stainless steel business unit.
We sampled and inspected the transactions of export sales revenue of stainless steel business unit to confirm its existence.

Inventory Valuation

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As of December 31, 2018, the inventory of the Company amounted to NT$11,285,237 thousand which constituted 9.46% of the total assets, and the amount is material. Refer to Notes 4, 5 and 9 for related accounting policies of inventory and inventory valuation.

The inventory of the Company is stated at the lower of cost or net realizable value. The valuation of the net realizable value required significant judgment and estimation. In addition, the market price of copper and nickel fluctuated frequently, which significantly affects the valuation of wire, cable and specialty steel inventory. As a result, inventory valuation is regarded as key audit matter.

Our audit procedures in response to inventory valuation consisted of obtaining inventory valuation sheets prepared by management, selecting samples of estimated selling prices and tracing them to recent sales records to assess the rationale of the net realizable value determined by management. Moreover, by attending year-end inventory count, we assess the condition of the inventory to verify the completeness of obsolete goods.

Other Matter

The financial statements of certain equity-method investees included in the financial statements as of and for the years ended December 31, 2018 and 2017 were audited by other auditors. Our opinion, insofar as it relates to such investments, is based solely on the reports of other auditors. The investments in such investees amounted to NT$3,443,078 thousand and NT$2,878,841 thousand, which constituted 2.89% and 2.73% of the total assets as of December 31, 2018 and 2017, respectively, and the investment gains amounted to NT$502,129 thousand and NT$502,051 thousand for the years ended December 31, 2018 and 2017, respectively.

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

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

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

Those charged with governance (including audit committee) are responsible for overseeing the Company's financial reporting process.

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Auditors' Responsibilities for the Audit of the Financial Statements

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

The engagement partners on the audit resulting in this independent auditors' report are GuoTian Hong and Ming-Yu Chiu.

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Deloitte & Touche Taipei, Taiwan Republic of China

February 22, 2019

Notice to Readers

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

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

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Audit Report from the Audit Committee

The Board of Directors has prepared and submitted the Company's 2018 business report, financial statements (including consolidated financial statements) and the profit distribution proposal, among which the financial statements (including consolidated financial statements) had been audited by Guo-Tian Hong and Ming-Yu Chiu, CPAs of Deloitte & Touche, who also provided an auditor's report. The above business report, financial statements (including consolidated financial statements) and the profit distribution proposal have been verified by the Audit Committee to be without any discrepancies. This report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review and approve the same.

Walsin Lihwa Corporation

The convener of the Audit Committee ： Hsueh, Ming-Ling

February 22, 2019

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The Distribution Report of Compensation of the Employees and Directors for the Year 2018

The distribution report of compensation of the employees and directors for the year 2018 is as follows:

This is conducted in compliance with Article 235-1 of the Company Act and the letter from MOEA dated June 11, 2015 (Ref. No.: Jin-Shang-Zi10402413890) and the letter from MOEA dated October 15, 2015 (Ref. No.: Jin-Shang-Zi-10402427800).
According to Article 25-1 of the Articles of Incorporation of the Company, if it has any profit after the closing of its annual book, the Company shall distribute no less than one percent as employee compensation and no more than one percent as director compensation.
For 2018, the audited profit of the Company is NT$ 12,434,032,000 (i.e., the gross profit before tax and excluding employees and directors compensation).
The Company intends to distribute NT$ 125,000,000 of employees compensation and NT$ 63,000,000 of directors compensation in cash for the year 2018.
The above employees and directors compensation has been adopted by a majority vote at the board of directors' meeting dated February 22, 2019 (i.e., the 11[th ] meeting of the Board of Directors of the 18[th ] term) attended by more than two-third of the directors. The Company has distributed the above compensation accordingly.
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Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Ac uisition and Dis osal of Assets q p

Amended Articles	Amended Articles	Current Articles	Description
Article 3 Scope of Application 1. (Omitted) 2. Assets to which these Regulations apply: (1) Investments in stocks, government bonds, corporate bonds, bank debentures, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset- backed securities; (2) Real estate (including land, houses and buildings, investment property and stock inventory for the construction industry) and equipment; (3) Memberships; (4) Patents, copyrights, trademarks, franchise rights and other intangible assets; (5) Right-of-use assets; (6)Derivatives; (7)Assets acquired or disposed of through mergers, spin-offs, acquisitions or transfers of shares in accordance with law; and (8) Other major assets.		Article 3 Scope of Application 1. (Omitted) 2. Assets to which these Regulations apply: (1) Investments in stocks, government bonds, corporate bonds, bank debentures, securities representing interest in a fund, depository receipts, call (put) warrants, beneficiary securities and asset-back securities; (2) Real estate (including land, houses and buildings, investment property,right to use landand stock inventory for the construction industry) and equipment; (3) Memberships; (4) Patents, copyrights, trademarks, franchise rights and other intangible assets; (5) Derivatives; (6) Assets acquired or disposed of through mergers, spin-offs, acquisitions or transfers of shares in accordance with law; and (7)Other major assets.	1. Paragraph 2 hereof is amended to conform to the amendments to these Regulations (to conform to the provisions of IFRS16 Leases, Subparagraph 5 is newly added to expand the scope of right-of-use assets and the current Paragraph 2 regarding the right to use land is moved to Paragraph 5). 2. The current Paragraphs 5 to 7 are moved to Paragraphs 6 to 8.
	Article 4 Definition 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived fromspecified interest rates, financial instrument prices, commodity prices, foreign exchange rates, indexes of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products	Article 4 Definition 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" do not include insurance contracts, performance contracts, after-sales	1. To conform to the amendments to these Regulations, Paragraph 1 is amended and to conform to the definitions in IFRS 9 Financial Instruments, the scope of derivatives is specified. 2. In response to the amendments to the

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Amended Articles

containing embedded

derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, aftersales service contracts, longterm leasing contracts, or longterm purchase (sales) contracts.

Assets acquired or disposed through mergers, spin-offs, acquisitions, or transfers of shares pursuant to law: Refers to assets acquired or disposed through mergers, spin-offs, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institutions Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
Related party and subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the

Amended Articles	Current Articles	Description
containing embedded derivatives.The term "forward contracts" does not include insurance contracts, performance contracts, after- sales service contracts, long- term leasing contracts, or long- term purchase (sales) contracts. 2. Assets acquired or disposed through mergers, spin-offs, acquisitions, or transfers of shares pursuant to law: Refers to assets acquired or disposed through mergers, spin-offs, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institutions Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3of the Company Act. 3. Related party and subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. 5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the	service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. 2.Assets acquired or disposed through mergers, spin-offs, acquisitions or transfers of shares pursuant to law: Refers to assets acquired or disposed through mergers, spin-offs, acquisitions conducted under the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Paragraph 8 of Article 156 of the Company Act. 3. Related parties: As defined in Regulations Governing the Preparation of Financial Reports by Securities IssuersArticle 18. When determining whether transaction counterparty is a related party, the Company shall take into consideration of the substance of the relationship with the transaction party in addition to legal formalities. 4.Subsidiaries: As defined in International Financial Reporting Standards No. 27. 5. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. 6. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the	Company Act, the numeral of the article of the Company Act cited in Paragraph 2 is changed from Paragraph 8 of Article 156 to Article 156-3. 3. The definitions of related parties and subsidiaries are amended to conform to these Regulations. 4. The current Subparagraphs 5 to 8 are moved to Subparagraphs 4 to 7.

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Amended Articles	Current Articles	Description
competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. 6. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 7. Implementation unit: Refers to the business unit that carries out the affairs of the Company according to the nature of its businesses.	counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. 7. Mainland area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 8. Implementation unit: Refers to the business unit that carries out the affairs of the Company according to the nature of its businesses.
Article 6 Procedures for Acquisition or Disposal of Assets 1. (Omitted) 2.Acquisition or disposal of short term securities: (1) For securities guarantee principal and generate fixed income within a year, the Accounting Department shall provide evaluation report. Acquisition or disposal of this type of securities in the amount of not exceeding NT$ 500,000,000 in a single day shall be approved by the head of financial department; for NT$ 500,000,000 and above but not exceeding 1,500,000,000, shall be approved by the General Manager; for NT$	Article 6 Procedures for Acquisition or Disposal of Assets 1. (Omitted) 2. (Deleted) 3.Acquisition or disposal of short term securities: (1) For securities guarantee principal and generate fixed income within a year, the Accounting Department shall provide evaluation report. Acquisition or disposal of this type of securities in the amount of not exceeding NT$ 500,000,000 in a single day shall be approved by the head of financial department; for NT$ 500,000,000 and above but not exceeding 1,500,000,000, shall be approved by the General	1. The current Subparagraphs 3 to 8 are moved to Subparagraph 2 to 7. 2. The reason for amendment is the same as that specified in Explanation 1 of Article 3.

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Amended Articles	Current Articles	Description
1,500,000,000 and above, shall be approved by the Chairman. (2) Other securities which are not included in preceding sub- paragraph shall be approved by the Audit Committee and Board of Directors in advance. 3.The acquisition and disposal of derivatives shall be conducted in accordance with the Procedures for Financial Derivatives Transactions of the Company. 4.Acquisition or disposal of real estateor its right-of-use assetsin the amount not exceeding NT$ 300,000,000 shall be carried out in the discretion of the Chairman. Where such a transaction involves an amount that is NT$ 300,000,000 and above, it may be carried out only upon the approval by the Audit Committee and the Board of Directors. 5.Acquisition or disposal of equipmentor its right-of-use assets in the amount not exceeding NT$ 300,000,000 shall be carried out in the discretion of the Chairman. Where such a transaction involves an amount that is NT$ 300,000,000 and above, it may be carried out only upon the approval by the Audit Committee and Board of Directors. 6.Acquisition or disposal of membership, intangible assetsor the right-of-use assets thereofand other major assets in an amount exceeding NT$ 300,000,000 shall, upon appraisal by the implementation unit, be carried out in the discretion of the Chairman.	Manager; for NT$ 1,500,000,000 and above, shall be approved by the Chairman. (2) Other securities which are not included in preceding sub- paragraph shall be approved by the Audit Committee and Board of Directors in advance. 4. The acquisition and disposal of derivatives shall be conducted in accordance with the Procedures for Financial Derivatives Transactions of the Company. 5. Acquisition or disposal of real estate in the amount not exceeding NT$ 300,000,000 shall be carried out in the discretion of the Chairman. Where such a transaction involves an amount that is NT$ 300,000,000 and above, it may be carried out only upon the approval by the Audit Committee and the Board of Directors. 6. Acquisition or disposal of equipment in the amount not exceeding NT$ 300,000,000 shall be carried out in the discretion of the Chairman. Where such a transaction involves an amount that is NT$ 300,000,000 and above, it may be carried out only upon the approval by the Audit Committee and Board of Directors. 7. Acquisition or disposal of membership, intangible assets and other major assets in an amount not exceeding NT$ 300,000,000 shall, upon appraisal by the implementation unit, be carried out in the discretion of the Chairman. Where such a transaction involves

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Amended Articles	Current Articles	Description
Where such a transaction involves an amount that is NT$ 300,000,000 and above, it may be carried out only upon the approval by the Audit Committee and the Board of Directors. 7.Procedures for related-party transactions shall be in accordance with Article 10 herein.	an amount that is NT$ 300,000,000 and above, it may be carried out only upon the approval by the Audit Committee and the Board of Directors. 8. Procedures for related-party transactions shall be in accordance with Article 10 herein.
Article 9 Engagement of Independent Expert for Objective and Fair Report 1. (Omitted) 2. Where the acquisition or disposal of membership or intangible assetsor the right-of-use assets thereof by the Company amounts to 20% of the Company's paid-up capital or exceeds NT$ 300,000,000, then except in the cases of transactions with domesticgovernment agencies, the Company shall before the date of such acquisition or disposal engage CPA to express an opinion on the reasonableness of the transaction price, and the said CPA shall carry out the work in accordance with Article 20 of the Auditing Standards announced by the Accounting Research and Development Foundation. 3. Where the acquisition or disposal of real estate or equipmentor the right-of-use assets thereof,except in the cases of transactions with domesticgovernment agencies, commissioned construction on its own land, lease of land for commissioned construction, or acquisition or disposal of equipment for the Company's operationsor the right-of-use assets thereof,amounts to 20% of the Company'spaid-upcapital or	Article 9 Engagement of Independent Expert for Objective and Fair Report 1. (Omitted) 2. Where the acquisition or disposal of membership or intangible assets by the Company amounts to 20% of the Company's paid-up capital or exceeds NT$ 300,000,000, then except in the cases of transactions with government agencies, the Company shall before the date of such acquisition or disposal engage CPA to express an opinion on the reasonableness of the transaction price, and the said CPA shall carry out the work in accordance with Article 20 of the Auditing Standards announced by the Accounting Research and Development Foundation. 3. Where the acquisition or disposal of real estate or equipment, except in the cases of transactions with government agencies, commissioned construction on its own land, lease of land for	1. To conform to the amendments to these Regulations (guidelines for public companies engaging such experts as professional appraisers and their officers, CPA, attorneys, and securities underwriters are incorporated into these Procedures, and the passive qualification of relevant experts are specified herein.) 2. To conform to the amendments to these Regulations (the evaluation of the appraisal reports or opinions issued by relevant experts and audits and representations are specified in these Procedures) 3. The relevant regulations and price negotiation mechanism in transactions with foreign government agencies are less

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Amended Articles

Current Articles Description commissioned construction, or clear; therefore, acquisition or disposal of “government agencies” here shall equipment for the Company's only be limited to operations, amounts to 20% of domestic ones and the Company's paid-up capital thus the waiver does or exceeds NT$ 300,000,000, the not apply to foreign Company shall obtain an government appraisal report issued by agencies. professional appraisers before the date of such transaction, and carry out such transaction in accordance with Article 9 of these Regulations. 4. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Paragraph 2, Article 30 hereof, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 5. (Omitted)

Amended Articles	Amended Articles	Current Articles	Description
4. 5. 6.	exceeds NT$ 300,000,000, the Company shall obtain an appraisal report issued by professional appraisers before the date of such transaction, and carry out such transaction in accordance with Article 9 of these Regulations. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Paragraph 2, Article 31hereof, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. (Omitted) Professional appraisers and their officers, CPA, attorneys, and securities underwriters that provide the Company with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shallmeet the following requirements: (1) May not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of these Regulations, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply	commissioned construction, or acquisition or disposal of equipment for the Company's operations, amounts to 20% of the Company's paid-up capital or exceeds NT$ 300,000,000, the Company shall obtain an appraisal report issued by professional appraisers before the date of such transaction, and carry out such transaction in accordance with Article 9 of these Regulations. 4. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Paragraph 2, Article 30 hereof, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 5. (Omitted) 6. Professional appraisers and their officers, CPA, attorneys, and securities underwriters that provide the Company with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction.	clear; therefore, “government agencies” here shall only be limited to domestic ones and thus the waiver does not apply to foreign government agencies.
	(1)

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		Amended Articles	Current Articles	Description
	(2) (3) When
	(1) (2) (3)

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	Amended Articles	Current Articles	Description
(4)	report or the opinion. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 10 Related-Party Transactions 1. (Omitted) 2. When the Company intends to acquire or dispose of real propertyor right-of-use assets thereoffrom or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right-of-use assets thereoffrom or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$ 300,000,000 or more, except in trading of domesticgovernment bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the majority of the Audit Committee members and resolved by the Board of Directors: (1) The purpose, necessity and anticipated benefit of the		Article 10 Related-Party Transactions 1. (Omitted) 2. When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300,000,000 or more, except in trading of government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the majority of the Audit Committee members and resolved by the Board of Directors:	1. To conform to the amendments to these Regulations (considering that the creditworthiness of the Taiwanese central and local government bonds are clear and easy to search for, such bond may be exempted from being submitted to the board of directors for approval and to the supervisors for acknowledgement. Here, “government bonds” is specified to be limited to “domestic government bonds” because the creditworthiness of foreign governments is varied; therefore, the waiver does not apply to foreign government

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	Amended Articles	Current Articles	Description
acquisition or disposal of assets. (2) The reason for choosing the related party as counterparty. (3) With respect to the acquisition of real property or right-of-use assets thereoffrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article16and Article17 of these Regulations. (4) The date and price at which the related party originally acquired the real property, the original counterparty, and that counterparty's relationship to the Company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (7) Restrictive covenants and other		(1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as counterparty. (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 15 and Article 16 of these Regulations. (4) The date and price at which the related party originally acquired the real property, the original counterparty, and that counterparty's relationship to the Company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the precedingarticle.	agencies. In addition, to conform to the provisions of IFRS 16 Lease, the right-of-use assets are incorporated into this Article.) 2. To revise the wording. 3. To meet practical needs for management, authorization is given within the extent permitted by these Regulations. 4. Considering that due to the overall business planning, collectively leasing real property and then subletting the same is possible, and as the said transactions involve lower risk of irregular transactions, Subparagraph 4 of Paragraph 3 hereof is newly added.

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	Amended Articles	Current Articles	Description
3.	important stipulations associated with the transaction. The calculation of the transaction amounts referred toin the preceding paragraphshall be made in accordance with Paragraph 2, Article 31 of these Regulations, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Audit Committee members and resolved by the Board of Directors in accordance with these Procedures may not be calculated into the transaction amount. For the acquisition or disposal of thereal property right-of-use assets for businessuse by and amongthe Companyand its subsidiaries,or by and among its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital,the Board of Directors authorizes the Chairman to act in his discretion for any transaction not exceeding NT$ 300,000,000, before subsequently submitting to the Audit Committee and the Board of Directors for retroactive recognition. The Company, when acquiring real property from a related party, shall evaluate the reasonableness of the transaction costs in accordance with Articles16and17of these Regulations, and engage a CPA to check the appraisal and render a specific opinion,	(7) Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts shall be made in accordance with Paragraph 2, Article 30 of these Regulations, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Audit Committee members and resolved by the board of directors in accordance with these Procedures may not be calculated into the transaction amount. For acquisition or disposal of operational equipment by and between the Company and its subsidiaries, the Board of Directors authorizes the Chairman to act in his discretion for any transaction not exceeding NT$ 300,000,000, before subsequently submitting to the Audit Committee and the Board of Directors for retroactive recognition. 3. The Company, when acquiring real property from a related party, shall evaluate the reasonableness of the transaction costs in accordance

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Amended Articles	Current Articles	Description
except in any of the following cases: (1) The related party acquired the real property orright-of- use assets thereofthrough inheritance or as a gift. (2) More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereofto the signing date for the current transaction. (3) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land. (4) The real property right-of- use assets for business use are acquired by and among the Company and its subsidiaries, or by and among its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 4. Where the Company acquires real propertyor right-of-use assets thereoffrom a related party and the results of appraisals conducted in accordance with the rules are uniformly lower than the transaction price, the following steps shall be taken: (1)A special reserve shall be set	with Articles 15 and 16 of these Regulations, and engage a CPA to check the appraisal and render a specific opinion, except in any of the following cases: (1) The related party acquired the real property through inheritance or as a gift. (2) More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. (3) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land. 4. Where the Company acquires real property from a related party and the results of appraisals conducted in

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	Amended Articles	Current Articles	Description
aside in accordance with Procedures against the difference between the transaction price of the real property or right-of-use assets thereof and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where an investor, as a public company, values its investments in the Company under the equity method, it shall set aside a special reserve in an amount equivalent to the above set- aside amount in proportion to its shareholding in the Company (2) Independent Directors of the Audit Committee shall comply with the provisions of Article 218 of the Company Act. (3) Actions taken pursuant to Subparagraph 1 and Subparagraph 2 shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company, having set aside a special reserve under the preceding paragraph, may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased orleasedat a premium, or they have been disposed of, or the lease contract		accordance the rules are uniformly lower than the transaction price, the following steps shall be taken: (1) A special reserve shall be set aside in accordance with the Procedures against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where an investor, as a public company, values its investments in the Company under the equity method, it shall set aside a special reserve in an amount equivalent to the above set- aside amount in proportion to its shareholding in the Company (2) Independent Directors of the Audit Committee shall comply with the provisions of Article 218 of the Company Act. (3) Actions taken pursuant to Subparagraph 1 and Subparagraph 2 shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company,havingset aside a

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	Amended Articles	Current Articles	Description
	has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent. When the Company obtains real propertyor right-of-use assets thereoffrom a related party, it shall also comply with the preceding paragraphs if there is other evidence indicating that the acquisition was not an arm's length transaction.	special reserve under the preceding paragraph, may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent. When the Company obtains real property from a related party, it shall also comply with the preceding paragraphs if there is other evidence indicating that the acquisition was not an arm's length transaction.
Article 13 Acquisition or Disposal of Assets by Subsidiaries 1. (Omitted) 2. (Omitted) 3. Subsidiaries of public companies that meet the announcement and reporting standardsset forthin Paragraph 2, Article 13, the announcement and reporting to be conducted by them shall be conducted by the Company.		Article 13 Acquisition or Disposal of Assets by Subsidiaries 1. (Omitted) 2. (Omitted) 3. Subsidiaries of public companies that meet the announcement and reporting standardsprovided for in Paragraph 2, Article 13, the announcement and reporting to be conducted by them shall be conducted by the Company.	Revision of the wording.

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Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Financial Derivatives Transactions

Amended Article	Current Articles	Description
Chapter 1 Objective Article 3 Definition 3.1 Derivatives referred to herein ~~mean any trading contracts with~~ ~~worth derived from assets,~~ ~~interest rates, foreign exchange~~ ~~rates, indexes or other interests~~ ~~(such as forward contracts,~~ ~~options, futures, and swaps. The~~ ~~Company does not engage in~~ ~~the trading of any hybrid~~ ~~contracts consisting of the~~ ~~aforementioned products.~~ shall have the meaning of “derivatives”defined in the Company's Procedures for Acquisition and Disposal of Assets. ~~3.2. Forward contracts referred to~~ ~~herein do not include insurance~~ ~~contracts, fulfillment contracts,~~ ~~after-sale service contracts, long-~~ ~~term lease contracts and long-~~ ~~term purchase (sale) contracts.~~ ~~3.3~~ 3.2.Actual Needs ~~3.3.13~~.2.1Foreign exchange trading: Open interest value≦ Foreign currency assets or liability positions at the beginning of an accounting period + the projected amount for the next three months 3.2.2 Interest rate trading: Open interest value≦Exposure of the hedged items	Chapter 1 Objective Article 3 Definition 3.1 Derivatives referred to herein mean any trading contracts with worth derived from assets, interest rates, foreign exchange rates, indexes or other interests (such as forward contracts, options, futures, and swaps. The Company does not engage in the trading of any hybrid contracts consisting of the aforementioned products. 3.2 Forward contracts referred to herein do not include insurance contracts, fulfillment contracts, after-sale service contracts, long- term lease contracts and long-term purchase (sale) contracts. 3.3 Actual Needs 3.3.1 Foreign exchange trading: Open interest value≦ Foreign currency assets or liability positions at the beginning of an accounting period + the projected amount for the next three months 3.3.2 Non-iron metals: Open interest position≦Inventories at the beginning of an accounting period + the projected amount for the next three months 4. Responsible departments	1. The format and the numerals are adjusted. 2. Amended to conform to the definition of “derivatives” provided for in Article 4 of the newly amended “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. These Procedures are amended to directly cite the definition of “derivatives” specified in the “Company's Procedures for Acquisition and Disposal of Assets“. In addition, a sentence (i.e., “the Company does not engage in the trading of any hybrid contracts consisting of the aforementioned products”) is deleted in cooperation with the practical procedures.

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	Amended Article	Current Articles	Description
~~3.3.2~~ 3.2.3~~Non-iron metals M~~aterials: Open interest position≦ Inventories at the beginning of an accounting period + the projected amount for the next three months ~~4. Responsible departments~~			3. According to actual needs: Hedging transactions shall include interest rate transactions, in response to interest rate risks facing the Company. In addition, the amount of interest hedging transactions shall not exceed those of their hedged items. 4. Since “non-iron metal” has a narrower meaning, various kinds of materials used by the Company in its manufacturing processes are not included in the above meaning. Therefore, “non- iron metal” is replaced by “materials” to better cover the risks of prices of materials.
Chapter 2 Contents 1. Responsible departments 1.1Finance~~DivisionD~~epartment: ~~Hedges~~ ~~against~~Routine management ofthe exchange rate and interest rate risks associated with NTD and foreign currency depositsand relevant transactions,short-term investments, account		Chapter 2 Contents 1. Responsible departments Finance Division 1. Hedges against the exchange rate and interest rate risks associated with foreign currency deposits, short-term investments, account receivables, prepayments, fixed assets held in foreign currencies, long-term investments(foreign	1. The numerals are adjusted. 2. The titles of the responsible departments are changed to the broader term “Department”, to adjust to future organizational

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		Amended Article	Current Articles	Description
receivables, prepayments, fixed assets held in foreign currencies, long-term investments~~(foreign~~ ~~exchange risks associated with~~ ~~net General Principles Contents~~ ~~Major~~ ~~Internal~~ ~~Policies~~ ~~of~~ ~~Walsin Lihwa investment in the~~ ~~Company's foreign operations)~~, NTD and foreign currency borrowings, and account payables generated by the Company's operating or investment activities;the Fund Management Department shall be responsible for, among others, the settlement of foreign exchange and interest rate hedging transactions. ~~2. Hedges against the interest rate~~ ~~risks associated with Taiwan~~ ~~Dollar deposits and borrowings~~ ~~generated by the Company's~~ ~~operating or investment activities;~~ ~~3.Moreover, the Risk Management~~ ~~Department is responsible for~~ ~~hedge trading implementation~~ ~~while the Fund Management~~ ~~Department is responsible for~~ ~~settlements.~~ 1.2 Foreign and Interest Rate Risk Management Department: Responsible for the planning and execution of foreign exchange (including foreign exchange risks of a net Investment in a foreign operation) and interest rate hedging transactions. 1.3~~Metals DivisionK~~ey Materials Risk Management Department: ~~Hedges~~Hedging and non-hedging			exchange risks associated with net General Principles Contents Major Internal Policies of Walsin Lihwa investment in the Company's foreign operations), foreign currency borrowings, and account payables generated by the Company's operating or investment activities. 2. Hedges against the interest rate risks associated with Taiwan Dollar deposits and borrowings generated by the Company's operating or investment activities. 3.Moreover, the Risk Management Department is responsible for hedge trading implementation while the Fund Management Department is responsible for settlements. Metals Division: Hedges against the risks of the copper and nickel positions held bythe Company	changes. 3. The wordings are amended to correspond to the diversity of the current financial businesses. 4. The relevant risk management departments should be responsible for the planning and execution of foreign exchange and interest rate hedging trading, to adjust to future organizational changes. 5. Since “non-iron metal” has a narrower meaning, various kinds of materials used by the Company in its manufacturing processes are not included in the above meaning. Therefore, “non- iron metal” is replaced by “materials” to better cover the risks of prices of materials more than just copper and nickel. 6. The titles of the responsible departments are changed to the broader term

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	Amended Article	Current Articles	Description
trading against the risks of~~the~~ ~~copper and nickel positions held~~ ~~by the Company~~material prices resulting from~~non-iron metal~~ ~~procurement and engages in non-~~ ~~hedge trading, too~~business activity. 1.4Accounting~~Division~~ Department:Responsible for transaction confirmation, accounting adjustment, bookkeeping, and evaluation of unrealized gains or losses based on the positions of derivatives held by the Company on a regular basis. 1.5Auditing~~OfficeD~~epartment: Responsible for audit of transactions and outstanding positions based on the reports prepared by the Accounting ~~DivisionD~~epartmentand evaluation of compliance with these Procedures on a regular basis.		resulting from non-iron metal procurement and engages in non- hedge trading, too Accounting Division: Responsible for transaction confirmation, accounting adjustment, bookkeeping, and evaluation of unrealized gains or losses based on the positions of derivatives held by the Company on a regular basis. Auditing Office: Responsible for audit of transactions and outstanding positions based on the reports prepared by the Accounting Division and evaluation of compliance with these Procedures on a regular basis.	“Department”, to adjust to future organizational changes.
2.Functions and management principles ~~2-1.2~~.1Strategy 2.1.1The Company shall primarily select the derivatives that are able to hedge against its operating risks. Derivatives trading shall be categorized as hedging (for non-trading purposes) and non- hedging trading (for trading purposes): Hedging: Transactions conductedwith relevant hedging instrumentsto hedge risks associated with prices of current or future holdings; Non-hedging: Transactions		2. Functions and management principles 2-1. Strategy The Company shall primarily select the derivatives that are able to hedge against its operating risks. Derivatives trading shall be categorized as hedging (for non- trading purposes) and non-hedging (for trading purposes): Hedging: Transactions conducted to hedge risks associated with prices of current or future holdings; Non-hedging: Transactions	1. The numerals are adjusted. 2. According to actual needs: When hedging materials risks, there would be no hedging instrument directly available for certain items, or the hedge can be achieved through highly- relevant hedging instruments.

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Amended Article	Current Articles	Description
conducted for non-hedging purposes.	conducted for non-hedging purposes.
~~2-2.2~~.2Performance evaluation 2.2.1Non-hedging transactions shall be reviewed on a regular basis based on profit-making goals or stop-loss limits that are predetermined in accordance with the value of positions held. 2.2.2The Accounting~~Division~~ Departmentshall prepare reports on a regular basis to inform the senior management of the net gain or loss in the current accounting period.	2-2. Performance evaluation Non-hedging transactions shall be reviewed on a regular basis based on profit-making goals or stop-loss limits that are predetermined in accordance with the value of positions held. The Accounting Division shall prepare reports on a regular basis to inform the senior management of the net gain or loss in the current accounting period.	1. The numerals are adjusted. 2. The titles of the responsible departments are changed to the broader term “Department”, to adjust to future organizational changes.
~~2-3.2~~.3Limits on total transaction amount 2.3.1Hedging positions: (1)Foreign exchangeand interest ratetrading: Conducted pursuant to the authorization provided to ~~Finance DivisionF~~oreign Exchange and Interest Rate Risk Management Department. (2)~~Non-iron metalsM~~aterials: Based on actual needs decided by~~Metals Division~~ Key Materials Risk Management Department. 2.3.2Non-hedging positions: (1)Foreign exchangeand interest ratetrading: Prohibited. (2)~~Non-iron metalsM~~aterials: ~~(1)~~Copper: No more than 80,000 tons;~~(2)~~Nickel: No more than 6,000 tons;~~(3)~~ Other metals: Subject to written approval by the chairman of the board with tradingamount limits to be	2-3.Limits on total transaction amount Hedging positions: Foreign exchange trading: Conducted pursuant to the authorization provided to Finance Division. Non-iron metals: Based on actual needs decided by Metals Division Non-hedging positions: Foreign exchange trading: Prohibited Non-iron metals: (1) Copper: No more than 80,000 tons (2) Nickel: No more than 6,000 tons (3) Other metals: Subject to written approval by the chairman of the board with	1. The numerals are adjusted. 2. According to actual needs: Hedging transactions shall include interest rate transactions, in response to the interest rate risks facing the Company. 3. The titles of the responsible departments are changed to the broader term “Department”, to adjust to future organizational changes. 4. Since “non-iron metal” has a narrower meaning, various kinds of materials used by the Companyin its

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Amended Article	Amended Article	Current Articles	Description
established.		trading amount limits to be established	manufacturing processes are not included in the above meaning. Therefore, “non- iron metal” is replaced by “materials.” 5. The wordings are amended.
~~2-4.2~~.4Stop-loss limits: Stop-loss limits on hedging transactions may not be required if such transactions are made for price- fixing purposes for Company's operation; provided, however, that the management shall keep updated on any loss on the valuation of such transactions on a regular basis. When the loss of a contract amounts to 60% of the contract value or the total loss of all contracts reaches 30%, the chairman of the board shall be informed in order to decide whether liquidation is required. Stop-loss limits on non-hedging transaction shall be set and the limit on~~non-iron metal ~~materialstrading shall be 10%per contract.		2-4. Stop-loss limits Stop-loss limits for hedging transactions may not be required if such transactions are made for price- fixing purposes for Company's operation; provided, however, that the management shall keep updated on any loss on the valuation of such transactions on a regular basis. When the loss of a contract amounts to 60% of the contract value or the total loss of all contracts reaches 30%, the chairman of the board shall be informed in order to decide whether liquidation is required. Stop-loss limits on non-hedging transactions shall be set and the limit on non-iron metal trading shall be 10%per contract.	1. The numerals are adjusted. 2. Since “non-iron metal” has a narrower meaning, various kinds of materials used by the Company in its manufacturing processes are not included in the above meaning. Therefore, “non- iron metal” is replaced by “materials.”
3. ~~1. ~~ ~~2. ~~	Implementation procedures 3.1Prior to trading of any derivatives, risks shall be evaluated and trading shall be approved by authorized hierarchies of the Company. After trading of any derivatives, the board of directors shall be informed. 3.~~2Finance Division and Metals~~ ~~DivisionR~~isk Management Departmentsshall abide by the authorized limits asprovided	3. Implementation procedures 1. Prior to trading of any derivatives, risks shall be evaluated and trading shall be approved by authorized hierarchies of the Company. After trading of any derivatives, the board of directors shall be informed. 2. Finance Division and Metals Division shall abide by the authorized limits as provided in 3. when engaging in derivative trading,and written approval by	1. The numerals are adjusted. 2. The titles of the responsible departments are changed to the broader term “Department”, to adjust to future organizational changes. 3. The average monthlynet

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Amended Article	Amended Article	Amended Article	Current Articles	Current Articles	Current Articles	Description
in 3.3 when engaging in derivative trading, and written approval by the chairman of board shall be required for other categories of hedge trading. ~~3. ~~3.3Total value of accumulated open interests to be approved by authorized hierarchies of the Company: Foreign exchangeand interest rate trading (in million USD) Level Hedging Contracts Non- Hedging Contracts ~~Finance~~ ~~Division~~ Risk Manageme nt Departmen t Head ~~50A~~uthori zed by the Chairman Based on actual needs 0 Level Hedging Contracts Non- Hedging Contracts General Manager Authorize d by the Chairman Based on actual needs 0 Chairman Conducted according to actual needs 0 ~~Non-iron metalsM~~aterials Unit: Ton Level Hedging Contracts Non- Hedging Contracts ~~Metals~~ ~~Division~~ Key Materials Departmen Conducted according to actual needs Copper: 80,000 Nickel: 6,000			the chairman of board shall be required for other categories of hedge trading. 3. Total value of accumulated open interests to be approved by authorized hierarchies of the Company: Foreign exchange trading (in million USD) Level Hedging Contracts Non- Hedging Contracts Finance Division Head 50 0 Chairman of the board Conducted according to actual needs 0 Non-iron metals Unit: Ton Level Hedging Contracts Non- Hedging Contracts Metals Division Head Conducted according to actual needs Copper: 80,000 tons Nickel: 6,000 tons			exposure of materials procurement in foreign currencies net of exports has exceeded USD 100 million, which is over six times the USD 50 million limit established in 2002 under which the Finance Division Head may handle hedging transactions. Therefore, it is proposed that the Chairman may otherwise approve the authorized amount, depending on the level and actual needs. 4. Since “non-iron metal” has a narrower meaning, various kinds of materials used by the Company in its manufacturing processes are not included in the above meaning. Therefore, “non- iron metal” is replaced by “materials.”
			Level	Hedging Contracts	Non- Hedging Contracts
			Finance Division Head	50	0
			Chairman of the board	Conducted according to actual needs	0
			Non-iron metals
			Level	Hedging Contracts	Non- Hedging Contracts
~~on-ron m~~
Level	Hedging Contracts	Non- Hedging Contracts
			Metals Division Head	Conducted according to actual needs	Copper: 80,000 tons Nickel: 6,000 tons
~~Metals~~ ~~Division~~ Key Materials Departmen	Conducted according to actual needs	Copper: 80,000 Nickel: 6,000

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Amended Article	Current Articles	Description
tHead
~~4.3~~.4Disclosure: The Company shall announce and report to relevant authorities the total value of contracts not offset, net gains or losses based on market value, value of margins paid, and total value of contracts offset or transacted resulting from derivatives trading as of the end of the previous month along with monthly business results at the Company and its subsidiaries.	4. Disclosure: The Company shall announce and report to relevant authorities the total value of contracts not offset, net gains or losses based on market value, value of margins paid, and total value of contracts offset or transacted resulting from derivatives trading as of the end of the previous month along with monthly business results at the Companyand its subsidiaries.	1. The numeral is adjusted.
4. Requirements ~~4-1.4~~.1Accounting and disclosure ~~1. ~~4.1.1Accounting for derivatives trading shall abide by relevant financial accounting standards. ~~2. ~~4.1.2The balance sheet or its appendices shall disclose the following in accordance with types of derivatives of which the Company engages in trading and the objectives of the Company to hold and/or issue derivatives: (1) Par value or contract value. (2) Characteristics of derivatives as well as their terms and conditions. (3)Non-derivatives shall be separately disclosed in accordance with the Financial Accounting Standards. ~~3. ~~4.1.3The gain, loss, or fee income from derivatives trading or related expenses shall be respectively recognized. Hedge trading shall first be entered into the deferred account and then amortized over the duration of the hedge assets or liabilities hedged. Non-hedging trading shall be recognized in the current accounting period. To	4. Requirements 4.1 Accounting and disclosure 1. Accounting for derivatives trading shall abide by relevant financial accounting standards. 2. The balance sheet or its appendices shall disclose the following in accordance with types of derivatives of which the Company engages in trading and the objectives of the Company to hold and/or issue derivatives: (1) Par value or contract value (2) Characteristics of derivatives as well as their terms and conditions Non-derivatives shall be separately disclosed in accordance with the Financial Accounting Standards. 3. The gain, loss, or fee income from derivatives trading or related expenses shall be respectively recognized. Hedge trading shall first be entered into the deferred account and then amortized over the duration of the hedge assets or liabilities hedged. Non-hedging trading shall be recognized in the current accounting period. To	1. The numerals are adjusted.

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Amended Article	Current Articles	Description
hedge foreign exchange risks associated with net investment in the Company's foreign operations, exchange rate differences shall be included in the translation adjustment account as an adjustment to shareholders' equity.	hedge foreign exchange risks associated with net investment in the Company's foreign operations, exchange rate differences shall be included in the translation adjustment account as an adjustment to shareholders' equity.
~~4-2.~~ 4.2 Risk Management Measures and Internal control system ~~1. Risk management~~ ~~1.1~~4.2.1Credit risk management: The Company shall only trade with the banks and professional brokers that it usually deals with in order to prevent default risks. ~~1.2~~4.2.2Market risk management: The Company shall pay close attention to the adverse market price levels or fluctuations that may cause financial risks to the Company. ~~1.3~~4.2.3Liquidity risk management: The Company shall: (1) select the products that can be easily liquidated based on their past values while the risks associated with the positions held shall be easily offset; and (2) factor in the default risks on settlement days and/or related to margin calls. ~~1.4~~4.2.4Operational risk management: Trading shall strictly abide by the limits of authorization and relevant procedures in order to avoid the risks incurred by human errors, procedural inadequacy, and insufficient control. ~~1.5~~4.2.5Legal risk management: All the contracts and documents related to derivatives tradingshall	4-2. Internal control system 1. Risk management 1.1 Credit risk management: The Company shall only trade with the banks and professional brokers that it usually deals with in order to prevent default risks. 1.2 Market risk management: The Company shall pay close attention to the adverse market price levels or fluctuations that may cause financial risks to the Company. 1.3 Liquidity risk management: The Company shall: (1) select the products that can be easily liquidated based on their past values while the risks associated with the positions held shall be easily offset; and (2) factor in the default risks on settlement days and/or related to margin calls. 1.4 Operational risk management: Trading shall strictly abide by the limits of authorization and relevant procedures in order to avoid the risks incurred by human errors, procedural inadequacy, and insufficient control. 1.5 Legal risk management: All the contracts and documents related to derivatives trading shall be reviewed by Legal Office prior to signing in order to ensure the interests of the Company will not be compromised and avoid legal	1. The numerals and format are amended and the wordings are revised. 2. The titles of the responsible departments are changed to the broader term “Department”, to adjust to future organizational changes. 3. New content is newly added in response to the amendments to Article 22 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.

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Amended Article

Current Articles Description

Amended Article	Amended Article	Current Articles	Description
~~2. ~~ ~~3. ~~	be reviewed by Legal Office prior to signing in order to ensure the interests of the Company will not be compromised and avoid legal risks. 4.2.6Internal control (1) Those who responsible for derivatives trading, confirmation of derivatives transactions, and settlements of such transactions shall not be the same persons. (2) Review, accounting adjustment, and valuation of derivatives trading shall be conducted by the Accounting ~~Division~~Department. (3) The Accounting~~Division~~ Departmentshall establish a log book on the derivatives trading in which the Company engages and consequently submit the log book to the board of directors. The log book shall be established in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. ~~4~~.2.7Periodic evaluation (1) The Accounting~~Division~~ Departmentshall appraise outstanding positions of derivatives based on market values or fair values and prepare appraisal reports. Hedge positions shall be appraised at least twice monthly, while Non-hedging positions shall be appraised once weekly. Appraisal reports shall be submitted to the executive designated by the board of directors. (2) The aforementioned executive	risks. 2. Internal control (1) Those who responsible for derivatives trading, confirmation of derivatives transactions, and settlements of such transactions shall not be the same persons. (2) Review, accounting adjustment, and valuation of derivatives trading shall be conducted by the Accounting Division. (3) The Accounting Division shall establish a log book on the derivatives trading in which the Company engages and consequently submit the log book to the board of directors. The log book shall be established in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. 3. Periodic evaluation (1) The Accounting Division shall appraise outstanding positions of derivatives based on market values or fair values and prepare appraisal reports. Hedge positions shall be appraised at least twice monthly, while Non-hedging positions shall be appraised once weekly. Appraisal reports shall be submitted to the executive designated by the board of directors. (2) The aforementioned executive designated bythe board of
	(1) (2)

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Amended Article

designated by the board of directors shall immediately address any irregularities shown in appraisal reports and report such irregularities to the board of directors.

(3) The executive designated by the board of directors shall be the President of the Company.

Current Articles

directors shall immediately address any irregularities shown in appraisal reports and report such irregularities to the board of directors.

(3) The executive designated by the board of directors shall be the President of the Company.

Description

~~4. 4~~ .2.8 Internal audit

(1) Internal auditors of the
Company shall evaluate the adequacy of internal control of derivative trading on a regular basis, monthly inspect the compliance with the Procedures, and analyze the trading cycle for audit report development.
(2) Internal auditors of the Company shall submit the aforementioned audit report and the status of annual audit implementation to the Securities and Futures Commission (SFC) by the end of February of next year, and shall also report if irregularities have been addressed to the SFC no later than the end of May of next year.

4. Internal audit

(1) Internal auditors of the Company shall evaluate the adequacy of internal control of derivative trading on a regular basis, monthly inspect the compliance with the Procedures, and analyze the trading cycle for audit report development.

(2) Internal auditors of the Company shall submit the aforementioned audit report and the status of annual audit implementation to the Securities and Futures Commission (SFC) by the end of February of next year, and shall also report if irregularities have been addressed to the SFC no later than the end of May of next year.

(3) In case of any material violation of rules, the Company implementation to the Securities and Futures Commission.

~~5. 4~~ .2.9 Others

5. Others

(1) Authorized personnel of different levels responsible for (1) Authorized personnel of different derivatives trading shall strictly levels responsible for derivatives abide by these Procedures as trading shall strictly abide by well as other relevant rules and these Procedures as well as other regulations. relevant rules and regulations. (2) The Procedures are established by
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	Amended Article	Current Articles	Description
(2)	The Procedures are established by Finance~~Division~~ Departmentand shall be passed by an audit committee as well as the board of directors and submitted to the shareholders' meeting for approval. Any amendment to the Procedures shall also follow the aforementioned process.	Finance Division and shall be passed by an audit committee as well as the board of directors and submitted to the shareholders' meeting for approval. Any amendment to the Procedures shall also follow the aforementioned process.

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Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Lending Funds to Other Parties

Amended Article	Current Articles	Description
Article 2 Total amount of loans and limits 1. (Omitted) 2. The limit on the total/individual amount of loans extended between foreign companies in which the Company holds directly or indirectly 100% of the voting sharesor between the Company and any of those foreign companies(including one-time drawdown and revolving drawdown), shall be 40 % of the Company's net worth.	Article 2 Total amount of loans and limits 1. (Omitted) 2 The limit on the total/individual amount of loans extended between foreign companies in which the Company holds directly or indirectly 100% of the voting shares (including one-time drawdown and revolving drawdown), shall be 40 % of the Company's net worth.	To conform to the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” established by the competent authority.
Article 3 Loan term and interest calculation 1. The loan term shall be generally one year. In the event that the Company's operating cycle exceeds one year, it shall be adjusted based on the operating cycle. For loans extended between any foreign companies in which the Company holds directly or indirectly 100% of the voting shares orbetween the Company and any of those foreign companies, the term is not limited to one year but shall not exceed 5years.	Article 3 Loan term and interest calculation 1. The loan term shall be generally one year. In the event that the Company's operating cycle exceeds one year, it shall be adjusted based on the operating cycle. For loans extended between any foreign companies in which the Company holds directly or indirectly 100% of the voting shares, the term is not limited to one year but shall not exceed 5 years.	To conform to the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” established by the competent authority.

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2. (Omitted)	2、(Omitted)
Article 6 Control and management `1`～`4(Omitted)` 5. Should the prescribed loan balance limits are exceeded due to any unexpected change, the Finance ~~DivisionD~~epartment shall propose an improvement plan,submit the same to the Audit Committee and complete amelioration on schedule.	Article 6 Control and management `1`～`4(Omitted)` 5. Should the prescribed loan balance limits are exceeded due to any unexpected change, the Finance Division shall propose an improvement plan and complete amelioration on schedule.	To conform to the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” established by the competent authority.

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Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Endorsement and Guarantee

Amended Article	Current Articles	Description
Article 7 Disclosure 1. If the party for whom the Company makes the guarantee later becomes unqualified under Paragraph 2, Article 3 hereof, or the endorsement/guarantee amount exceeds the limit under these Procedures due to changes in the calculation basis, the Company shall propose an improvement plan with regard to the endorsement/guarantee amount for or the excessive portion thereof for such party,submit the same to the Audit Committeeand complete the same on schedule. The above plan shall be reported to the board of directors. 2.～6.(Omitted)	Article 7 Disclosure 1. If the party for whom the Company makes the guarantee later becomes unqualified under Paragraph 2, Article 3 hereof, or the endorsement/guarantee amount exceeds the limit under these Procedures due to changes in the calculation basis, the Company shall propose an improvement plan with regard to the endorsement/guarantee amount for or the excessive portion thereof for such party, and complete the same on schedule. The above plan shall be reported to the board of directors. 2.～6.(Omitted)	To conform to the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” established by the competent authority.

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Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Election of Directors

Amended Article	Current Articles	Description
Article 2 The Company's directors shall be elected by means of open, cumulative voting. Each share is entitled to voting rights equivalent to the number of directors to be elected, and the number of votes may be used to elect one candidate or be allocated among several candidates, and the candidates receiving more votes shall be elected as directors. Voters' names are represented by their shareholder attendance card numbers printed on the ballots. The election of the Company shall adopt the candidate nomination system provided for in Article 192-1 of the Company Act. The ways of accepting nominations and announcement shall be conducted in accordance with the Company Act, the Securities and Exchange Act and other relevant laws and regulations. The election of independent directors and non-independent directors shall be held together, and the number of independent directors and non-independent directors elected shall be	Article 2 The Company's directors shall be elected by means of open, cumulative voting. Each share is entitled to have votes equivalent to the number of directors to be elected, and the number of votes may be used to elect one candidate or be allocated among several candidates, and the candidates receiving more votes shall be elected as directors. Voters' names are represented by their shareholder attendance card numbers printed on the ballots. ~~Pursuant to the articles of~~ ~~incorporation of the Company, the~~ ~~examination of candidates of~~ ~~directors should includes~~ ~~education, working experiences~~ ~~and whether there is any~~ ~~conditions as listed under Article~~ ~~30 of the Company Act. The result~~ ~~of examination shall be provided~~ ~~to shareholders for reference of the~~ ~~election.~~ The election of independent directors and non-independent directors shall be held together, and the number of independent directors and non-independent	To conform to the amendments to the Company Act

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calculated separately. More than a half of the seats of directors shall not be relatives as of spouse or under second-degrees relatives; in the situation of more than half of the elected candidates are spouses or second-degree relatives of any directors, those with less votes shall be regarded as invalid election, and other candidates obtaining higher votes shall be elected.	directors elected shall be calculated separately. More than a half of the seats of directors shall not be relatives as of spouse or under second-degrees relatives; in the situation of more than half of the elected candidates are spouses or second-degree relatives of any directors, those with less votes shall be regarded as invalid election, and other candidates obtaining higher votes shall be elected.

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Walsin Lihwa Corporation Explanations of involvement of directors or their related persons in the field of the Company's business

(1) Independent Director: Mr. Ming-Ling Hsueh


Names of other companies		Business items same or similar to the
	Title
where he served		Company's


Lite-On Technology Corporation	Independent Director	E601010 Electric Appliance Construction

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AI assistant

WALSIN — AGM Information 2019

51877_rns_2019-06-12_edba3485-7ff8-412b-92bd-b699b127de63.pdf

Walsin Lihwa Corporation

Meeting Minutes of the 2019 Annual General Meeting

2. Chairman’s Address: (omitted)

3. Matters to be Reported:

I. General Manager Report

4. Matters to be Ratified and Discussed Proposal 1 Proposed by the board of directors

Proposal 2 Proposed by the board of directors

Walsin Lihwa Corporation Profit Distribution Proposal for 2018

Proposal 3 Proposed by the Board of Directors

Proposal 4 Proposed by the Board of Directors

Proposal 5 Proposed by the board of directors

Proposal 6 Proposed by the board of directors

Proposal 7 Proposed by the board of directors

Walsin Lihwa Corporation

2018 Business Report

1. Preamble

2. Explanation for Financial Result

(1) Operating Revenue

3. Operating Overview and Prospects of the Business Units

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

WALSIN LIHWA CORPORATION AND SUBSIDIARIES

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

WALSIN LIHWA CORPORATION

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

WALSIN LIHWA CORPORATION

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

WALSIN LIHWA CORPORATION

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

WALSIN LIHWA CORPORATION

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

WALSIN LIHWA CORPORATION

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

WALSIN LIHWA CORPORATION

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

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Sales Revenue Recognition

Inventory Valuation

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Sales Revenue Recognition

Inventory Valuation

Other Matter

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

Auditors' Responsibilities for the Audit of the Financial Statements

Notice to Readers

Audit Report from the Audit Committee

The Distribution Report of Compensation of the Employees and Directors for the Year 2018

Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Ac uisition and Dis osal of Assets q p

Amended Articles

containing embedded

Walsin Lihwa Corporation Comparison Table of Amended Articles of Procedures for Financial Derivatives Transactions

Amended Article

Amended Article

Current Articles

Description

4. Internal audit

5. Others

WALSIN AGM Information 2019