WPG - AGM Information 2019 | FinancialReports.eu

WPG HOLDINGS LIMITED

______________

2019 ANNUAL SHAREHOLDERS’ MEETING

MEETING MINUTES

(Translation)

Date: June 28, 2019

WPG HOLDINGS LIMITED 2019 Annual Shareholders’ Meeting Minutes

Time & Date: 9:00 a.m., June 28, 2019

Place: B1, No. 76, Section 1, Chenggong Road, Nangang District, Taipei City, Taiwan

Quorum: The Shareholders present in person or by proxy collectively held 1,310,698,683 Shares, including 970,734,608 Shares voted via electronic transmission, representing 78.06% of the total 1,679,056,833 issued and outstanding Shares.

Directors Present: Simon Huang, K.D. Tseng, T.L. Lin, Mike Chang, K.Y. Chen, Frank Yeh, Fullerton Technology Co. (Representative ： Richard Wu), Rong– Ruey Duh (Independent Director), Yung– Hong Yu (Independent Director). 9 members of the Board of Directors (Including 2 Independent Directors) are present.

Chairman: Simon Huang, the Chairman of the Board of Directors

Recorder: Vicky Kuo

I. Chairman’s Address (omitted)

II. Reports

The Business Report of 2018. (see Attachment I)
Audit Committee’s review report. (see Attachment II)
Report on 2018 employees' compensation and directors' compensation.

III. Resolutions

To accept 2018 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) WPG HOLDINGS LIMITED 2018 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by independent auditors, Lin, Chun-Yao and Chou, Chien-hung, of PricewaterhouseCoopers, Taiwan.

(2) 2018 Business Report, Independent Auditors’ Report, and the above-mentioned

Financial Statements are attached hereto as Attachments I, III and IV.

Voting Results:

Shares present at the time of voting: 1,310,244,975 Shares

% of the total Shares Voting Results* present Votes in favor: 1,155,070,700 votes 88.16% (817,951,795 votes) Votes against: 394,766 votes 0.03% (394,766 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 154,779,509 votes 11.81% (152,388,047 votes)

including votes casted electronically (number in brackets)

RESOLVED , that the 2018 Business Report and Financial Statements be and hereby were accepted as proposed.

To approve the Proposal for Distribution of 2018 Profits (Proposed by the Board of Directors)

Explanation:

(1) The Board has adopted a Proposal for Distribution of 2018 Profits in
accordance with the Company Act and Articles of Incorporation. Please refer to the 2018 PROFIT DISTRIBUTION TABLE below.

WPG HOLDINGS LIMITED

2018 PROFIT DISTRIBUTION TABLE

Beginning retained earnings LESS : uses IFRS 9 effect for adjustment Adjust the later period’s initial undistributed surplus ADD : 2018 Net profit after tax	`（`Unit: NTD$`）` 4,043,811,036 (49,737,243)
	3,994,073,793 7,462,010,011

LESS : Adjustment for the retained earnings in 2018 (Note1)	(139,890,525)
LESS : 10% legal reserve (Note2)	(746,201,001)
ADD : Reversal of special reserve (Note 3)	1,522,254,604
Distributable net profit	12,092,246,882
Distributable items:
Cash Dividends to Common Share (NT$2.7
Holders per share)	4,533,453,449
Unappropriated retained earnings (Note4)	7,558,793,433
Note1`：`Refer to the actuarial losses on defined benefit plans, amounted to NT$111,360,825
and difference between consideration and carrying amount of subsidiaries acquired,
amounted to NT$28,529,700.
Note2`：`NT$7,462,010,011 * 10% = NT$746,201,001.
Note3 The special reserve is rotated according to Chin kuan cheng fa tzu 1010012865 rules.
Note4`：`This year’s earnings assignment sequence is based on the calculation in Article 66-9 of
the Income Tax Act. Thus, the 2018 earnings will be assigned first.

Chairman President Accounting supervisor

(2) From the Company’s accumulated undistributed retained earnings in 2018, NT$4,533,453,449 is proposed to be distributed as dividend. The cash dividend per share reached NT$2.7 (rounded down to the basic unit of currency "Yuan", and the total amount of the fractional sums should be listed as other income in our business's ledger). Upon the approval of the Shareholders Meeting, it is proposed to distribute such amount as cash dividend, and to authorize the Board of Directors to resolve the ex-dividend date and other relevant matters. (Please refer to the circular letter No. 10002407180 issued by Ministry of Economic Affairs, R.O.C. of April 7, 2011)
(3) Adoption of the proposal for authorizing plenary authority to the chairman approved by shareholders' meeting held in accordance with the Company Acts or relevant laws and regulations to deal with changes in dividend payout ratio, that have been impacted by the number of outstanding shares, which is caused by the changes in the company’s capital stock. (Please refer to the circular letter No. 09800189600 issued by Ministry of Economic Affairs, R.O.C. of January 11, 2010)

Voting Results:

Shares present at the time of voting: 1,310,244,975 Shares

% of the total Shares Voting Results* present Votes in favor: 1,159,594,894 votes 88.50% (822,475,989 votes) Votes against: 417,225 votes 0.03% (417,225 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 150,232,856 votes 11.47% (147,841,394 votes)

including votes casted electronically (number in brackets)

RESOLVED , that the above proposal be and hereby were approved as proposed.

IV. Discussion Matters

To revise the Articles of Incorporation. (Proposed by the Board of Directors)

Explanation:

Amend the Articles of Incorporation to comply with regulations and actual need. For article amendment details and comparison. (see Attachment V)

Voting Results:

Shares present at the time of voting: 1,310,244,975 Shares

% of the total Shares Voting Results* present Votes in favor: 1,146,063,370 votes 87.47% (808,944,465 votes) Votes against: 5,240,909 votes 0.40% (5,240,909 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 158,940,696 votes 12.13% (156,549,234 votes)

including votes casted electronically (number in brackets)

RESOLVED , that the above proposal be and hereby were approved as proposed.

To revise the Procedure for the Loaning of Funds to Others. (Proposed by the Board of Directors)

Explanation:

Amend the Procedure for the Loaning of Funds to Others, to comply with regulations. For a comparison of the amended articles. (see Attachment VI)

Voting Results:

Shares present at the time of voting: 1,310,244,975 Shares

% of the total Shares Voting Results* present Votes in favor: 1,150,894,846 votes 87.84% (813,775,941 votes) Votes against: 408,939 votes 0.03% (408,939 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 158,941,190 votes 12.13% (156,549,728 votes)

including votes casted electronically (number in brackets)

RESOLVED , that the above proposal be and hereby were approved as proposed.

To revise the Procedures for the Acquisition or Disposal of Assets. (Proposed by the Board of Directors)

Explanation:

Amend Procedures for the Acquisition or Disposal of Assets to comply with regulations and actual need. For a comparison of the amended articles. (see Attachment VII)

Voting Results:

Shares present at the time of voting: 1,310,244,975 Shares

Voting Results*	% of the total Shares present
Votes in favor: 1,150,907,252 votes (813,788,347 votes)	87.84%
Votes against: 403,949 votes	0.03%

(403,949 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 158,933,774 votes 12.13% (156,542,312 votes)

including votes casted electronically (number in brackets)

RESOLVED , that the above proposal be and hereby were approved as proposed.

V. Questions and Motion: None.

VI. Meeting Closed: June 28, 2019 at 9:37 a.m.

(This 2019 AGM Minutes set forth the main points of the meeting. Actual meeting procedure and contents shall subject to the video recording of the meeting.)

Attachment I

Business Report

We have remained number one in semiconductor component channel revenue in the world in 2018 because of our correct product layout, growing productivity, and continuous operation expansion. This Company’s operating scale is becoming globalized. Currently, our main sales locations are in Taiwan, China, Hong Kong, and South Asia, but we are gradually expanding our sales locations in Northeast Asia, ASEAN countries, India, and North America. Among these locations, sales in Central and North America grew the fastest. Last year, the revenue broke through NT$20 billion and the net profit after tax grew by 25% to reach NT$3.3 million. In 2019, 5G mobile communication, IoT, automobiles, and industrial electronics will be the market mainstay for the global semiconductor revenue and growth in 2019. Through active deployment and cultivation, this Company has sufficiently grasped market growth opportunities. In market application and growth this Company will continue to provide added-value supply chain management service, competitive parts, and turnkey solutions. Our objective is to help our clients develop and invest in future markets and obtain benefits for our suppliers and clients.

1. Review of 2018

Our consolidated revenue was NT$545.13 billion (US$18.1 billion). A record high in operating income, net income were reached at NT$10.6 billion and NT$7.5 billion. Basic EPS was NT$4.22. Return on Working Capital (ROWC), the key performance indicator, was 9.63%, and the parent company’s shareholder’s return on equity (ROE) was 14.10%.

Last year the product structure moved towards diversified development. Core 3C products such as cloud servers and wireless broadband showed stable growth. Non-3C fields such as IoT, automobiles, and industrial use electronics grew rapidly and accounted for 25% of total revenue. We have has approximately 5,400 employees, of which field applications engineers (FAE) account for 16% and provide 223 “solutions online.” WPG has approximately 105 operating locations worldwide, 77 in Asia Pacific and 28 in North America, respectively. Our global supply chain crosses regions and support approximately 464 VMI logistic cases to realize one-stop service, which provide customers with higher added-value services.

For four consecutive years, WPG was in the top 20% of listed companies in the corporate governance evaluation, and has been nominated for the Taiwan Corporate Governance 100 Index. This Company participated in the TCSA Taiwan Corporate Sustainability Award CSR award competition for the first time and won the silver medal in the corporate sustainability report-service group. This indicates that the added-value services in the semiconductor supply chain provided by this Company have been recognized.

Outlook for 2019

Facing increasing dynamic changes in global economy, WPG Holdings’ management team has to return to management basics. The management is inspecting the individual production lines in the group based on the return on working capital (ROWC). The team is also continuing to adjust production line combinations, organization, and strengthening operating fund management, in which the priority will be accounts receivable and inventory management. In addition to strengthening basic operation management, WPG Holdings is also continuing to transform in the digital area. In the industry AI introduction trend, customer need, response to customer needs, and creating customer needs, are the direction that WPG Holdings is continuing to work towards.

“WPGDADAWANT” service platform: WPGDADAWANT was initiated in the 2018 digital transformation year and will continue to be promoted in 2019. Different platform information will be linked in real-time. WPG Holdings is also focusing on smart warehouse and logistics service, which is an important digital transformation goal in 2019. After the Hong Kong warehouse has been upgraded and went online at the end of 2018, Shenzhen warehouse will be the next in 2019.
Key financial indicators: Increase net income and effectively control operating costs. The ROWC is used as the financial indicator for the group to continuously optimize product mix, improve account receivable and collection, ensure asset quality and liquidity, enhance asset structure and profitability, and inprove shareholders’ return and dividend.
Actively deploy and expand the market: In response to integration of upstream factories and to expand market impact, we will actively review related product lines and customer makeup. We will improve information gathering, analysis, and coordination of target markets, as well as integrate the Group’s advantages. Various resource applications and production line/business cooperation will be developed. Systemization and well-organized risk control can optimize the entire business processes. WPG will improve our customer service quality, expand our influence, and increase our global market penetration. We will optimize our management capability for our target customer groups and increase our production value. Business development strategy and schedule and resource allocation for overseas business groups will be strictly controlled to serve global customers.
Enhance portfolio management: This Company will discuss the advantages/disadvantages of various product lines and propose corresponding resource allocation and supplier communication strategy. WPG will actively improve production line management efficiency and identify profitable operating models under different gross margin. WPG’s service brand image will be developed and the WPGDADAWANT service platform will be promoted. Internal and external promotions will be conducted online and off line (O2O) to increase brand identification and value-added synergy. Forum management techniques and knowledge sharing groups will be supplemented to cultivate fan loyalty and habitual use. Brands will continuously be promoted to increase perceived quality service, develop market brand and image, increase exchange, and create long-term value for customers.
Risk management: in 2017 this Company established the Risk management Service Department to continue corporate governance and sustainable development concepts. The department is conducting WPG Holdings’ enterprise risk management (ERM) according to company operating objectives and risks. By identifying risk items, the Company use quantitative and qualitative evaluation to assess and control risks. In 2018 the following risk management mechanisms has been implemented: automatic abnormal trading alert mechanism, introduction and management of key risk indicators (KRI), emergency response mechanism for main operating locations and self-managed warehouses, promotion of WPG risk management policy/procedure/concept to various groups and related units, and operation risk management mechanism. These are efforts to further improve risk management effectiveness. Important items include the building of human resource risk management indicators and mechanism, optimizing legal procedures and improving awareness of legal risks, integration and improvement of credit management function, and trade compliance management.
Integration process and information platform: in response to digitization transformation service, this Company is focusing on the WPGDADAWANT, third-party smart warehousing, mobility upgrading and big data analysis and application. For cross-region transportation and logistics management, the Company will follow strategic objectives and continue to promote work procedure improvements and the building of smart warehouses and smart platforms. This is so that the Company can rapidly respond to a changing environment, achieve improvements in quality and efficiency, and satisfy the Company’s operating needs.

Corporate governance and CSR: continue to increase information transparency. This Company was ranked in the top 20% in the 2018 Corporate Governance Evaluation. In 2019, the objective is to be in the top 5% of listed companies. Board meetings, audit committees, remuneration committees, and new business strategy committees will continue to be implemented. The annual work plan will also be executed. Important work in WPG Holdings’ 2019 Corporate Social Responsibility and Sustainability Report (CSR) include interaction with stakeholders, honest governance, sustainability, talent development and friendly workplace, innovative supply chain partnerships, green management and local care.

In the future, WPG will continue to hold its global leadership position. By using digital transformation, WPG Holdings will continue to expand the healthy development of the product revenue structure, integrate and analyze customer needs, link upstream and downstream, promote supply chain management, create innovative commercial models, and provide customers with higher added-value services.

The management team and colleagues express our deep gratitude for the support and encouragement of our shareholders. We look forward to your guidance and advice in the coming year. WPG will always be consistent in our business philosophy and services. The vision of WPG is “industry first, channel benchmark.” By comprehensively promoting the core value of “team, integrity, professionalism and effectiveness,” we aim to create win-win outcomes for our suppliers, customers and shareholders, and share with you our exceptional business results.

We sincerely welcome all our peers and shareholders to share their concerns and advices with us.

Chairman	Huang Wei-Hsiang
President	Yeh Fu-Hai
Accounting supervisor	Yuan Hsing-Wen

Attachment II

AUDIT COMMITTEE’S REVIEW REPORT

The Board of Directors has prepared the 2018 Business Report, Financial Statements, and proposal for allocation of profits. The aforementioned 2018 Business Report, Financial Statements, and proposal for allocation of profits have been reviewed and determined to be correct and accurate by the Audit Committee members of WPG HOLDINGS LIMITED. According to Article 14-4, 14-5 of the Securities and Exchange Act and Article 219 of the Act, we hereby submit this report.

WPG HOLDINGS LIMITED AUDIT COMMITTEE

Independent Director DUH, RONG-RUEY

Independent Director HUANG, JIH-TSAN

Independent Director YU, YUNG HONG

APRIL 30 , 2019

Attachment III

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of WPG Holdings Limited

Opinion

We have audited the accompanying parent company only balance sheets of WPG Holdings Limited (the “Company”) as at December 31, 2018 and 2017, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at 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 generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The key audit matters in relation to the parent company only financial statements for the year ended December 31, 2018 are outlined as follows:

Impairment assessment of investments accounted for under equity method

Description

Refer to Note 4(10) for accounting policy on investments accounted for under equity method, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for under equity method, and Note 6(3) for details of investments accounted for under equity method.

In 2010, the Company acquired 100% shareholding of Yosun Industrial Corp. (referred herein as “Yosun Industrial”) amounting to $12,939,060 thousand, and was recognised as investments accounted for under equity method. The Company uses the estimated future cash flows of each cash-generating unit and proper discount rate to assess whether the investment may be impaired. Given that the assumptions used in the calculation of recoverable amount requires significant management judgement with respect to the discount rate and the underlying cash flows, we consider impairment assessment of the investment a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

Assessing the process in which management evaluates the estimated future cash flows of each cash generating unit, and reconciling the input data used in the valuation model to the approved operational plan by management.
Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:
(1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;
(2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
(3) Checking the setting of valuation model’s calculation formula.
Comparing the recoverable value and book value of each cash-generating unit.

Impairment assessment of investments accounted for under equity method

Description

Refer to Note 4(10) for accounting policy on investments accounted for under equity method, and Note 6(3) for details of investments accounted for under equity method.

As at December 31, 2018, the balance of the Company’s investments in its subsidiaries, World Peace Industrial Co., Ltd. (referred herein as “World Peace Industrial”), Yosun Industrial, Silicon Application Corp. (referred herein as “Silicon Application”) and Asian Information Technology Inc. (referred herein as “Asian Information Technology”) amounted to $23,538,074 thousand, $13,290,333 thousand, $6,836,794 thousand and $5,388,595 thousand, respectively, and the investment income amounted to $3,507,432 thousand, $1,500,434 thousand, $1,059,303 thousand and $1,004,782 thousand, respectively for the year then ended. As the balance of investments accounted for under equity method constituted 84% of the Company’s total assets, and investment income constituted 94% of the Company’s profit before tax, we consider the assessment of investments accounted under using equity method, valuation of allowance for uncollectible accounts receivable, and recognition of purchase discounts and allowances of these subsidiaries as key audit matters as summarised below:

Valuation of allowance for uncollectible accounts receivable - World Peace Industrial, Yosun Industrial, Silicon Application and Asian Information Technology (collectively referred herein as the “Subsidiaries”)

Description

Refer to Note 4(10) of consolidated financial statements for accounting policy on accounts receivable, Note 5(2) of consolidated financial statements for uncertainty of accounting estimates and assumptions in relation to provision for uncollectible accounts receivable, and Note 6(5) of consolidated financial statements for details of accounts receivable and overdue receivables.

The Subsidiaries assess the collectibility of accounts receivable based on historical experience with its customers. As the estimation of allowance for uncollectible accounts is subject to management’s judgment in estimating future recovery, such as management’s assessment of customer’s credit risk, we consider the valuation of allowance for uncollectible accounts receivable a key audit matter. How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

Obtaining an understanding of, and evaluating the formal approval process for the customer’s

credit limit application.

Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.
Checking the adequacy of the loss rate calculation by sampling the historical accounts receivable aging data and verifying the formula for the calculation of expected credit loss rate.
Comparing the classification of accounts receivable aging with current year and prior year, and checking subsequent collections after balance sheet date to confirm recovery of outstanding receivables.
For those accounts receivable specifically identified by management to have been impaired, evaluating propriety of impairment assessment against related supporting documents.

Recognition of purchase discounts and allowances - subsidiaries

Description

Refer to Note 4(13) of the consolidated financial statements for accounting policy on recognition of purchase discounts and allowances.

The Subsidiaries are engaged in operating sales channel for various electronic components. In line with industry practice, the Subsidiaries have entered into purchase discounts and allowances agreements with suppliers for various kinds and quantities of inventories. The Subsidiaries calculate and recognise the amount of purchase discounts and allowances in accordance with the agreement. The Subsidiaries negotiate the amount with the supplier, and after receiving credit note from supplier, the Subsidiaries pay the net amount.

The discounts and allowances from supplier are calculated either automatically by the system or manually. The Subsidiaries have to gather a lot of information to input in the system, such as the items subject to discount and corresponding discount rate, etc. Given that the Subsidiaries have a large volume of purchases, and have entered into various purchase discounts and allowances agreements with terms and conditions that vary with each agreement, we consider the recognition of purchase discounts and allowances a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

Understanding the process in recognising purchase discounts and allowances, evaluating related

internal control procedures and testing its effectiveness, checking the basic information set up in the computer system with respect to discount and allowance calculation randomly, and selecting samples to determine whether purchase discounts and allowances recognised were reviewed by an authorised supervisor.

Selecting samples of purchase discounts and allowances, obtaining confirmed documents and approved credit note from supplier for selected commodity’s part number, and checking whether the part number and discount and allowance amount in obtained vouchers were consistent with the amounts recognised.
Performing confirmation of selected material accounts payable, checking whether there is a difference between the amount of purchase discounts and allowances recognised based on credit note from supplier with the amount confirmed by the supplier, and investigating differences, if any. Selecting samples of outstanding accounts payable and checking whether subsequent payments were made after the balance sheet date.

Responsibilities of management and those charged with governance for 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.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS 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 parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

Lin, Chun-Yao Chou, Chien-hung

for and on behalf of PricewaterhouseCoopers, Taiwan March 26, 2019

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

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

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	December 31, 2018 Amount % `$` `52,637` `-` `81,425` `-` `56` `-` `350,349` `1` `17,416` `-` `296` `-` `502,179` `1` `547,357` `1` `-` `-` `-` `1` `55,235,857` `95` `1,181,993` `2` `715,151` `1` `7,691` `-` `12,134` `-` `5,245` `-` `57,705,428` `99` `$` `58,207,607` `100`	December 31, 2017	December 31, 2017
	Amount `$` `52,637` `81,425` `56` `350,349` `17,416` `296` `502,179` `547,357` `-` `-` `55,235,857` `1,181,993` `715,151` `7,691` `12,134` `5,245` `57,705,428` `$` `58,207,607`	Amount `$` `30,225` `32,958` `55` `186,066` `13,528` `489` `263,321` `-` `108,710` `380,458` `52,715,433` `938,726` `720,620` `16,273` `10,133` `10` `54,890,363` `$` `55,153,684`	%
Current assets `1100` Cash and cash equivalents `1180` Accounts receivable - related parties, net `1200` Other receivables `1210` Other receivables - related parties `1410` Prepayments `1470` Other current assets `11XX` Total current assets Non-current assets `1510` Financial assets at fair value through profit or loss - non-current `1523` Available-for-sale financial assets - non-current `1543` Financial assets carried at cost - non-current `1550` Investments accounted for under equity method `1600` Property, plant and equipment `1760` Investment property, net `1780` Intangible assets `1840` Deferred income tax assets `1900` Other non-current assets `15XX` Total non-current assets `1XXX` Total assets			`-` `-` `-` `-` `-` `-`
			`-`
			`-` `-` `1` `96` `2` `1` `-` `-` `-`
			`100`
			`100`

(Continued)

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities andEquity December 31, 2018
December 31, 2017
Notes
Amount
%
Amount
%
6(8)
$
1,995,000
3
$
1,745,000
3
6(9)
619,593
1
729,604
1
1,018
-
1,018
-
281,344
1
250,985
1
7(3)
14,685
-
124,205
-
413,503
1
240,695
1
6(10)
55,145
-
55,395
-
3,380,288
6
3,146,902
6
6(10) and 8
358,577
1
404,903
1
6(22)
73,873
-
52,132
-
6(11)
36,100
-
30,774
-
468,550
1
487,809
1
3,848,838
7
3,634,711
7
6(12)
16,790,568
29
18,250,618
33
6(13)
19,454,882
33
19,569,525
35
6(14)
5,274,872
9
4,544,073
8
4,124,936
7
-
-
11,316,193
19
13,279,694
24
6(15)
(
2,602,682) (
4) (
4,124,937) (
7)
54,358,769
93
51,518,973
93
9
$
58,207,607
100
$
55,153,684
100

Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2150
Notes payable
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Capital
3110
Common stock
Capital reserve
3200
Capital reserve
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities
and unrecognized contract
commitments
3X2X
Total liabilities and equity

Liabilities andEquity	December 31, 2018 December 31, 2017 Notes Amount % Amount % 6(8) `$` `1,995,000` `3` `$` `1,745,000` `3` 6(9) `619,593` `1` `729,604` `1` `1,018` `-` `1,018` `-` `281,344` `1` `250,985` `1` 7(3) `14,685` `-` `124,205` `-` `413,503` `1` `240,695` `1` 6(10) `55,145` `-` `55,395` `-` `3,380,288` `6` `3,146,902` `6` 6(10) and 8 `358,577` `1` `404,903` `1` 6(22) `73,873` `-` `52,132` `-` 6(11) `36,100` `-` `30,774` `-` `468,550` `1` `487,809` `1` `3,848,838` `7` `3,634,711` `7` 6(12) `16,790,568` `29` `18,250,618` `33` 6(13) `19,454,882` `33` `19,569,525` `35` 6(14) `5,274,872` `9` `4,544,073` `8` `4,124,936` `7` `-` `-` `11,316,193` `19` `13,279,694` `24` 6(15) `(` `2,602,682) (` `4) (` `4,124,937) (` `7)` `54,358,769` `93` `51,518,973` `93` 9 `$` `58,207,607` `100` `$` `55,153,684` `100`
Current liabilities `2100` Short-term borrowings `2110` Short-term notes and bills payable `2150` Notes payable `2200` Other payables `2220` Other payables - related parties `2230` Current income tax liabilities `2300` Other current liabilities `21XX` Total current liabilities Non-current liabilities `2540` Long-term borrowings `2570` Deferred income tax liabilities `2600` Other non-current liabilities `25XX` Total non-current liabilities `2XXX` Total liabilities Equity Capital `3110` Common stock Capital reserve `3200` Capital reserve Retained earnings `3310` Legal reserve `3320` Special reserve `3350` Unappropriated earnings Other equity interest `3400` Other equity interest `3XXX` Total equity Significant contingent liabilities and unrecognized contract commitments `3X2X` Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

4000
5000
5900
7010
7020
7050
7000
7900
7950
8200
8311
8330
8349
8310
8361
8362
8380
8399
8360
8300
8500
9750
9850 2018
2017
Items
Notes
Amount
%
Amount
%
Operating revenues
6(16) and 7(3)
$ 8,212,827
100
$ 7,983,324
100
Operating costs
6(20)(21)and
7(3)
(
697,955
) ( 8
) (
584,625
) ( 7
)
Gross profit
7,514,872
92
7,398,699
93
Non-operating income and expenses
Other income
6(17)
27,248
-
22,693
-
Other gains or losses
6(18)
(
7,282)
-
(
18,075) -
Financial costs
6(19)
(
23,702
)
-
(
47,908
) ( 1
)
Total non-operating income and expenses
(
3,736
)
-
(
43,290
) ( 1
)
Income before income tax
7,511,136
92
7,355,409
92
Income tax expense
6(22)
(
49,126
) ( 1
) (
47,422
) -
Profit for the year
$ 7,462,010
91
$ 7,307,987
92
Other comprehensive income / (loss), net
Components of other comprehensive income
(loss) that will not be reclassified to profit or
loss
Loss on remeasurement of defined benefit
plan
6(11)
($
5,479)
-
($
3,225)
-
Share of other comprehensive loss of
subsidiaries, associates and joint ventures
accounted for using equity method
(
107,723) ( 1) (
49,889) ( 1)
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
6(22)
1,841
-
548
-
Other comprehensive loss that will not be
reclassified to profit or loss
( 111,361
) ( 1
) (
52,566
) ( 1
)
Components of other comprehensive income
(loss) that will be reclassified to profit or loss
Financial statements translation differences of
foreign operations
( 26,739)
-
(
107,910) ( 1)
Unrealized gain (loss) on available-for-sale
financial assets
12(4)
-
-
23,363
-
Share of other comprehensive income (loss) of
subsidiaries, associates and joint ventures
accounted for using equity method
1,683,772
20 ( 4,944,508) ( 62)
Income tax related to components of other
comprehensive income (loss) that will be
reclassified to profit or loss
6(22)
564
-
(
3,945
)
-
Other comprehensive income (loss) that
will be reclassified to profit or loss
1,657,597
20
( 5,033,000
) ( 63
)
Other comprehensive income (loss), net
$ 1,546,236
19
($ 5,085,566
) ( 64
)
Total comprehensive income
$ 9,008,246
110
$ 2,222,421
28
Earnings per share (in dollars)
Basic earnings per share
6(23)
$
4.22
$
4.10
Diluted earnings per share
6(23)
$
4.22
$
4.01

The accompanying notes are an integral part of these parent company only financial statements.

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017

				WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017	WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017	WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017	WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017	WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017	WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017	WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017
2017 Balance at January 1, 2017 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriation and distribution of 2016 retained earnings (Note 1) Legal reserve Cash dividends Change in capital reserve Difference between consideration and carrying amount of subsidiaries acquired or disposed Exercise of convertible bonds Balance at December 31, 2017 2018 Balance at January 1, 2018 Effect of retrospective application of new standards Balance after restatement on January 1, 2018 Net income Other comprehensive income (loss) Total comprehensive income Appropriation and distribution of 2017 retained earnings (Note 2) Legal reserve Special reserve Cash dividends Capital reduction payments to shareholders Disposal of investments accounted for using equity method Reorganisation Difference between consideration and carrying amount of subsidiaries acquired or disposed Balance at December 31, 2018	Notes		Share	(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) capital Retained earnings Certificates of bond conversion Capital reserve Legal reserve Special reserve Unappropriated earnings `$` `2,938` `$ 16,901,053` `$` `4,012,785` `$` `-` `$ 10,734,088` `-` `-` `-` `-` `7,307,987` `-` `-` `-` `-` `(` `52,566 )` `-` `-` `-` `-` `7,255,421` `-` `-` `531,288` `-` `(` `531,288 )` `-` `-` `-` `-` `(` `4,178,311 )` `-` `112,053` `-` `-` `-` `-` `-` `-` `-` `(` `216 )` `(` `2,938 )` `2,556,419` `-` `-` `-` `$` `-` `$ 19,569,525` `$` `4,544,073` `$` `-` `$ 13,279,694` `$` `-` `$ 19,569,525` `$` `4,544,073` `$` `-` `$ 13,279,694` `-` `-` `-` `-` `(` `49,737 )` `-` `19,569,525` `4,544,073` `-` `13,229,957` `-` `-` `-` `-` `7,462,010` `-` `-` `-` `-` `(` `111,361 )` `-` `-` `-` `-` `7,350,649` `-` `-` `730,799` `-` `(` `730,799 )` `-` `-` `-` `4,124,936` `(` `4,124,936 )` `-` `-` `-` `-` `(` `4,380,148 )` `-` `-` `-` `-` `-` `-` `(` `112,053 )` `-` `-` `-` `-` `(` `2,590 )` `-` `-` `-` `-` `-` `-` `-` `(` `28,530 )` `$` `-` `$ 19,454,882` `$` `5,274,872` `$` `4,124,936` `$ 11,316,193`									O	ther equityinterest			Total equity
			Common stock		Certificates of bond conversion		Legal reserve	Special reserve		Unappropriated earnings		Exchange differences of foreign financial statements	v	Unrealised gains (losses) from financial assets measured at fair alue through other comprehensive income	Unrealized gain or loss or available-for-sale financial assets
	`6(14)` `6(13)` `6(12)(25)` `12(4)` `6(14)` `6(12)` `6(13)` `6(13)` `6(24)`	`$ 17,238,954` `-` `-` `-` `-` `-` `-` `-` `1,011,664` `$ 18,250,618` `$ 18,250,618` `-` `18,250,618` `-` `-` `-` `-` `-` `-` `(` `1,460,050 )` `-` `-` `-` `$ 16,790,568`		`$` `2,938` `-` `-` `-` `-` `-` `-` `-` `(` `2,938 )` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-`		`$ 16,901,053` `-` `-` `-` `-` `-` `112,053` `-` `2,556,419` `$ 19,569,525` `$ 19,569,525` `-` `19,569,525` `-` `-` `-` `-` `-` `-` `-` `(` `112,053 )` `(` `2,590 )` `-` `$ 19,454,882`	`$` `4,012,785` `-` `-` `-` `531,288` `-` `-` `-` `-` `$` `4,544,073` `$` `4,544,073` `-` `4,544,073` `-` `-` `-` `730,799` `-` `-` `-` `-` `-` `-` `$` `5,274,872`	`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `4,124,936` `-` `-` `-` `-` `-` `$` `4,124,936`	`$ 10,734,088` `7,307,987` `(` `52,566 )` `7,255,421` `(` `531,288 )` `(` `4,178,311 )` `-` `(` `216 )` `-` `$ 13,279,694` `$ 13,279,694` `(` `49,737 )` `13,229,957` `7,462,010` `(` `111,361 )` `7,350,649` `(` `730,799 )` `(` `4,124,936 )` `(` `4,380,148 )` `-` `-` `-` `(` `28,530 )` `$ 11,316,193`		`$` `918,151` `-` `(` `5,172,430 )` `(` `5,172,430 )` `-` `-` `-` `-` `-` `($` `4,254,279 )` `($` `4,254,279 )` `-` `(` `4,254,279 )` `-` `1,657,597` `1,657,597` `-` `-` `-` `-` `-` `-` `-` `($` `2,596,682 )`		`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `(` `6,000 )` `(` `6,000 )` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `($` `6,000 )`		`($` `10,088 )` `-` `139,430` `139,430` `-` `-` `-` `-` `-` `$` `129,342` `$` `129,342` `(` `129,342 )` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-`	`$ 49,797,881` `7,307,987` `(` `5,085,566 )` `2,222,421` `-` `(` `4,178,311 )` `112,053` `(` `216 )` `3,565,145` `$ 51,518,973` `$ 51,518,973` `(` `185,079 )` `51,333,894` `7,462,010` `1,546,236` `9,008,246` `-` `-` `(` `4,380,148 )` `(` `1,460,050 )` `(` `112,053 )` `(` `2,590 )` `(` `28,530 )` `$ 54,358,769`

Note 1: The directors' and supervisors' remuneration in the amount of $30,000 and employees' compensation in the amount of $11,080 have been deducted in the income statement for 2016 and the difference in employees’ compensation by $9,812 was adjusted in the income statement for the year ended December 31, 2017.
Note 2: The directors' and supervisors' remuneration in the amount of $42,000 and employees' compensation in the amount of $23,334 have been deducted in the income statement for 2017 and the difference in employees’ compensation by $1,058 was adjusted in the income statement for the year ended December 31, 2018.

The accompanying notes are an integral part of these parent company only financial statements.

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities
Income before income tax
Adjustments to reconcile net income to net cash provided
by operating activities:
Income and expenses
Depreciation
Amortization
Impairment loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint
ventures accounted for under the equity method
Loss on disposal of property, plant and equipment
Gains on financial assets at fair value through profit
or loss
Amortization of bond discount
Changes in assets/liabilities relating to operating
activities
Net changes in assets relating to operating activities
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Prepayments
Other current assets
Changes in operating liabilities
Notes payable
Other payables
Other payables - related parties
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest paid
Income tax paid
Interest received
Dividends received
Net cash provided by operating activities Notes
2018
2017
$
7,511,136
$
7,355,409
6(20)
18,611
21,091
6(20)
8,827
9,892
6(7)(18)
-
8,600
6(19)
30,650
29,576
6(17)
(
127 ) (
86 )
6(17)
(
3,900 ) (
1,291 )
(
7,486,801 ) (
7,377,808 )
6(18)
-
91
6(18)
(
2,935 )
-
6(19)
-
20,723
(
48,467 ) (
23,793 )
(
8 )
78
451,045
571,582
(
3,888 ) (
743 )
193
10
-
(
529 )
20,947
49,386
480 (
1,606 )
666 (
194 )
(
152 ) (
8,874 )
496,277
651,514
(
20,123 ) (
52,061 )
(
469,496 ) (
708,876 )
127
86
4,691,336
4,715,063
4,698,121
4,605,726

(Continued)

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities
Acquisition of financial assets carried at cost
Acquisition of investments accounted for under the
equity method
Acquisition of property, plant and equipment
Acquisition of intangible assets
Increase in refundable deposits
Acquisiton of available-for-sale financial assets -
non-current
Acquisition of financial assets at fair value through profit
or loss
Proceeds from capital reduction of investments accounted
for using equity method
Proceeds from liquidation of investments accounted for
using equity method
Net cash provided by (used in) investing
activities
Cash flows from financing activities
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in commercial papers payable
Decrease in commercial papers payable
Increase in other payables - related parties
Decrease in other payables - related parties
Decrease in long-term borrowings (including current
portion of long-term borrowings)
Distribution of cash dividends
Repayment of convertible bonds
Capital reduction payments to shareholders
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year Notes
2018
2017
$
-
($
79,026 )
7(3)
-
(
197,702 )
6(25)
(
257,524 ) (
927,855 )
6(25)
(
245 ) (
6,017 )
(
5,235 )
-
-
(
85,347 )
(
55,254 )
-
1,500,000
-
-
1,271
1,181,742(
1,294,676 )
16,165,000
17,460,000
(
15,915,000 ) (
16,375,000 )
4,457,772
3,914,840
(
4,567,783 ) (
4,084,569 )
-
110,000
(
110,000 ) (
110,000 )
(
47,242 ) (
46,561 )
6(14)
(
4,380,148 ) (
4,178,311 )
-
(
4,900 )
(
1,460,050 )
-
(
5,857,451 ) (
3,314,501 )
22,412 (
3,451 )
30,225
33,676
$
52,637
$
30,225

The accompanying notes are an integral part of these parent company only financial statements.

Attachment IV

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of WPG Holdings Limited

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 of the current period. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The key audit matters in relation to the consolidated financial statements for the year ended December 31, 2018 are outlined as follows:

Impairment assessment of goodwill

Description

Refer to Note 4(19) for accounting policy on goodwill impairment, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to goodwill impairment, and Notes 6(12)(13) for details of goodwill impairment.

The Group acquired shares of stock of target companies by cash or through exchange of shares of stock. The purchase price is allocated to the net identifiable assets acquired at fair value in accordance with the accounting policies on business combinations. The Group uses the estimated future cash flows of each cash-generating unit and proper discount rate to determine recoverable amount of goodwill, and assesses whether goodwill may be impaired. Given that the assumptions used in the calculation of recoverable amount requires significant management judgement with respect to the discount rate and the underlying cash flows, we consider impairment assessment of goodwill a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

Assessing the process in which management evaluates the estimated future cash flows of each cash generating unit, and reconciling the input data used in the valuation model to the approved operational plan by management.
Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:
(1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;
(2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
(3) Checking the setting of valuation model’s calculation formula.

Comparing the recoverable value and book value of each cash-generating unit.

Valuation of allowance for uncollectible accounts receivable

Description

Refer to Note 4(10) for accounting policy on accounts receivable, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to provision for uncollectible accounts receivable, and Notes 6(5)(14) for details of accounts receivable and overdue receivables.

The Group assesses the collectability of accounts receivable based on historical experience with its customers. As the estimation of allowance for uncollectible accounts is subject to management’s judgment in estimating future recovery, such as management’s assessment of customer’s credit risk, we consider the valuation of allowance for uncollectible accounts receivable a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

Obtaining an understanding of, and evaluating the formal approval process for the customer’s credit limit application.
Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.
Checking the adequacy of the loss rate calculation by sampling the historical accounts receivable aging data and verifying the formula for the calculation of expected credit loss rate.
Comparing the classification of accounts receivable aging with current year and prior year, and checking subsequent collections after balance sheet date to confirm recovery of outstanding receivables.
For those accounts receivable specifically identified by management to have been impaired, evaluating propriety of impairment assessment against related supporting documents.

Recognition of purchase discounts and allowances

Description

Refer to Note 4(13) for accounting policy on recognition of purchase discounts and allowances. The Group is engaged in operating sales channel for various electronic components. In line with

industry practice, the Group has entered into purchase discounts and allowances agreements with suppliers for various kinds and quantities of inventories. The Group calculates and recognizes the amount of purchase discounts and allowances in accordance with the agreement. The Group negotiates the amount with the supplier, and after receiving credit note from supplier, the Group pays the net amount.

The discounts and allowances from supplier are calculated either automatically by the system or manually. The Group has to gather a lot of information to input in the system, such as the items subject to discount and corresponding discount rate, etc. Given that the Group has a large volume of purchases, and has entered into various purchase discounts and allowances agreements with terms and conditions that vary with each argument, we consider the recognition of purchase discounts and allowances a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

Understanding the process in recognizing purchase discounts and allowances, evaluating related internal control procedures and testing its effectiveness, checking the basic information set up in the computer system with respect to discount and allowance calculation randomly, and selecting samples to determine whether purchase discounts and allowances recognized were reviewed by an authorized supervisor.
Selecting samples of purchase discounts and allowances, obtaining confirmed documents and approved credit note from supplier for selected commodity’s part number, and checking whether the part number and discount and allowance amount in obtained vouchers were consistent with the amounts recognized.
Performing confirmation of selected material accounts payable, checking whether there is a difference between the amount of purchase discounts and allowances recognized based on credit note from supplier with the amount confirmed by the supplier, and investigating differences, if any. Selecting samples of outstanding accounts payable and checking whether subsequent payments were made after the balance sheet date.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial

statements of WPG Holdings Limited as at and for the years ended December 31, 2018 and 2017.

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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS 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 ROC GAAS, 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 auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Lin, Chun-Yao Chou, Chien-hung

For and on behalf of PricewaterhouseCoopers, Taiwan

March 26, 2019

----------------------------------------------------------------------------------

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

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

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	December 31,2018 Amount % `$` `7,116,888` `4` `28,469` `-` `-` `-` `197,942` `-` `2,884,889` `1` `95,258,035` `49` `82,590` `-` `8,531,684` `4` `1,610` `-` `77,016` `-` `64,772,967` `33` `1,507,232` `1` `515,584` `-` `180,974,906` `92` `1,276,064` `1` `32,035` `-` `-` `-` `-` `-` `617,491` `-` `5,701,436` `3` `1,107,246` `1` `5,567,934` `3` `482,037` `-` `301,715` `-` `15,085,958` `8` `$` `196,060,864` `100`	December 31,2017	December 31,2017
	Amount `$` `7,116,888` `28,469` `-` `197,942` `2,884,889` `95,258,035` `82,590` `8,531,684` `1,610` `77,016` `64,772,967` `1,507,232` `515,584` `180,974,906` `1,276,064` `32,035` `-` `-` `617,491` `5,701,436` `1,107,246` `5,567,934` `482,037` `301,715` `15,085,958` `$` `196,060,864`	Amount `$` `7,097,914` `2,539` `25,508` `-` `4,088,566` `87,020,143` `274,728` `5,711,413` `2,046` `35,079` `57,473,653` `1,492,698` `630,261` `163,854,548` `-` `-` `495,766` `585,837` `1,253,615` `5,042,824` `1,184,367` `5,571,769` `351,043` `327,857` `14,813,078` `$` `178,667,626`	%
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Current financial assets at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Current income tax assets Inventory Prepayments Other current assets Non-current assets Financial assets at fair value through profit or loss - non-current Non-current financial assets at fair value through other comprehensive income Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Investments accounted for under equity method Property, plant and equipment Investment property - net Intangible assets Deferred income tax assets Other non-current assets TOTAL ASSETS			`4` `-` `-` `-` `2` `49` `-` `3` `-` `-` `32` `1` `1`
			`92`
			`-` `-` `-` `-` `1` `3` `1` `3` `-` `-`
			`8`
			`100`

(Continued)

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31,2018
December 31,2017
Notes
Amount
%
Amount
%
6(15)
$
57,221,436
29
$
53,773,607
30
6(16)
4,957,027
3
3,887,605
2

6(2) and 12(4)
5,660
-
24,765
-
35,497
-
214,347
-
53,161,904
27
48,909,622
27
7(3)
401
-
1,312
-
5,333,973
3
5,040,757
3
803,225
-
751,276
1
6(18)(19)
4,945,142
2
5,559,204
3
126,464,265
64
118,162,495
66
6(18)
13,366,171
7
7,238,010
4
6(31)
496,996
-
414,200
-
909,437
1
797,483
1
14,772,604
8
8,449,693
5
141,236,869
72
126,612,188
71
1 and 6(21)
16,790,568
8
18,250,618
10
6(22)
19,454,882
10
19,569,525
11
6(23)
5,274,872
3
4,544,073
3
4,124,936
2
-
-
11,316,193
6
13,279,694
7
6(24)
(
2,602,682) (
1) (
4,124,937) (
2)
54,358,769
28
51,518,973
29
465,226
-
536,465
-
54,823,995
28
52,055,438
29
7(3) and 9
$
196,060,864
100
$
178,667,626
100

Current liabilities
Short-term borrowings
Short-term notes and bills payable
Financial liabilities at fair value through
profit or loss - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Other current liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax liabilities
Other non-current liabilities
Total liabilities
Equity Attributable to Owners of Parent
Capital
Common stock
Capital reserve
Capital reserve
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity interest
Other equity interest
Total equity attributable to owners of
parent
Non-controlling interest
Total equity
Significant contingent liabilities and
unrecognized contract commitments
TOTAL LIABILITIES AND EQUITY

Liabilities and Equity	December 31,2018 December 31,2017 Notes Amount % Amount % 6(15) `$` `57,221,436` `29` `$` `53,773,607` `30` 6(16) `4,957,027` `3` `3,887,605` `2` 6(2) and 12(4) `5,660` `-` `24,765` `-` `35,497` `-` `214,347` `-` `53,161,904` `27` `48,909,622` `27` 7(3) `401` `-` `1,312` `-` `5,333,973` `3` `5,040,757` `3` `803,225` `-` `751,276` `1` 6(18)(19) `4,945,142` `2` `5,559,204` `3` `126,464,265` `64` `118,162,495` `66` 6(18) `13,366,171` `7` `7,238,010` `4` 6(31) `496,996` `-` `414,200` `-` `909,437` `1` `797,483` `1` `14,772,604` `8` `8,449,693` `5` `141,236,869` `72` `126,612,188` `71` 1 and 6(21) `16,790,568` `8` `18,250,618` `10` 6(22) `19,454,882` `10` `19,569,525` `11` 6(23) `5,274,872` `3` `4,544,073` `3` `4,124,936` `2` `-` `-` `11,316,193` `6` `13,279,694` `7` 6(24) `(` `2,602,682) (` `1) (` `4,124,937) (` `2)` `54,358,769` `28` `51,518,973` `29` `465,226` `-` `536,465` `-` `54,823,995` `28` `52,055,438` `29` 7(3) and 9 `$` `196,060,864` `100` `$` `178,667,626` `100`
Current liabilities Short-term borrowings Short-term notes and bills payable Financial liabilities at fair value through profit or loss - current Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Other current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Other non-current liabilities Total liabilities Equity Attributable to Owners of Parent Capital Common stock Capital reserve Capital reserve Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity interest Other equity interest Total equity attributable to owners of parent Non-controlling interest Total equity Significant contingent liabilities and unrecognized contract commitments TOTAL LIABILITIES AND EQUITY

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

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

					`2018`			`2017`
Items		Notes			Amount	%		Amount	%
Sales revenue	6(25),	7(3) and
	12(5)			`$`	`545,127,804`	`100`	`$`	`532,509,958`	`100`
Operating costs	6(8) and 7(3)		`(`		`521,497,383) (`	`96) (`		`510,358,864) (`	`96)`
Gross profit					`23,630,421`	`4`		`22,151,094`	`4`
Operating expenses	6(29)(30) and 7(3)
Selling and marketing			`(`		`9,183,915 ) (`	`1) (`		`8,762,789) (`	`1)`
General and administrative			`(`		`3,687,165 ) (`	`1) (`		`3,435,107) (`	`1)`
Expected credit impairment loss			`(`		`182,803)`	`-`		`-`	`-`
Total operating expenses			`(`		`13,053,883) (`	`2) (`		`12,197,896) (`	`2)`
Operating income					`10,576,538`	`2`		`9,953,198`	`2`
Non-operating income and expenses
Other income	6(26)				`336,343`	`-`		`372,430`	`-`
Other gains and losses	6(27)				`731,477`	`-`		`321,627`	`-`
Finance costs	6(28)		`(`		`2,489,578 )`	`- (`		`1,841,661) (`	`1)`
Share of profit of associates and joint
ventures accounted for under equity
method					`46,400`	`-`		`74,527`	`-`
Total non-operating income and
expenses			`(`		`1,375,358)`	`- (`		`1,073,077) (`	`1)`
Income before income tax					`9,201,180`	`2`		`8,880,121`	`1`
Income tax expense	6(31)		`(`		`1,686,163)`	`- (`		`1,513,686)`	`-`
Consolidated net income				`$`	`7,515,017`	`2`	`$`	`7,366,435`	`1`

(Continued)

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items	`2018` Notes Amount 6(20) `($` `150,756 )` `(` `16 )` 6(31) `37,295` `(` `113,477 )` `1,624,228` `-` `24,929` 6(31) `502` `1,649,659` `$` `1,536,182` `$` `9,051,199` `$` `7,462,010` `53,007` `$` `7,515,017` `$` `9,008,246` `42,953` `$` `9,051,199` 6(32) `$` `$`	`2018`	`2017` % Amount % `- ( $` `67,036)` `-` `- (` `74)` `-` `-` `11,396` `-` `- (` `55,714)` `-` `- (` `5,162,384) (` `1 )` `-` `139,396` `-` `- (` `35,227)` `-` `- (` `1,194)` `-` `- (` `5,059,409) (` `1 )` `- ( $` `5,115,123) (` `1 )` `2` `$` `2,251,312` `-` `2` `$` `7,307,987` `1` `-` `58,448` `-` `2` `$` `7,366,435` `1` `2` `$` `2,222,421` `-` `-` `28,891` `-` `2` `$` `2,251,312` `-` `4.22` `$` `4.10` `4.22` `$` `4.01`
Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Other comprehensive income before tax, actuarial losses on defined benefit plans Share of other comprehensive loss of associates and joint ventures accounted for using equity method Income tax related to components of other comprehensive loss that will not be reclassified to profit or loss Other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements Unrealized gain on available-for-sale financial assets Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method Income tax related to components of other comprehensive income (loss) that will be reclassified to profit or loss Other comprehensive income (loss) that will be reclassified to profit or loss Total other comprehensive income (loss) Total comprehensive income Consolidated net income attributable to: Owners of parent Non-controlling interest Comprehensive income attributable to: Owners of parent Non-controlling interest Earnings per share Basic earnings per share Diluted earnings per share
		`$`

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

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Notes				Equityattributable to	Equityattributable to	wners of theparen							Non-controlling interest
	Capital		Capital reserve		Retained Earnings			Other EquityInteres		t		Total
	Commonstock	Certificates of bond conversion		Legal reserve	Special reserve	Unappropriated earnings	Exchange differences of foreign financial statements	Unrealized gain (loss) on financial assets at fair value through other comprehensive income		U	nrealized gain or loss on available-for- sale financial assets
6(23) 6(22) 6(22) 6(33) 12(4) 6(23) 6(21) 6(22) 6(22) 6(33) 6(33)	`$ 17,238,954` `-` `-` `-` `-` `-` `1,011,664` `-` `-` `$ 18,250,618` `$ 18,250,618` `-` `18,250,618` `-` `-` `-` `-` `-` `-` `(` `1,460,050)` `-` `-` `-` `-` `-` `$ 16,790,568`	`$` `2,938` `-` `-` `-` `-` `-` `(` `2,938)` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-`	`$ 16,901,053` `-` `-` `-` `-` `-` `2,556,419` `112,053` `-` `$ 19,569,525` `$ 19,569,525` `-` `19,569,525` `-` `-` `-` `-` `-` `-` `-` `(` `112,053)` `(` `2,590)` `-` `-` `-` `$ 19,454,882`	`$ 4,012,785` `-` `-` `-` `531,288` `-` `-` `-` `-` `$ 4,544,073` `$ 4,544,073` `-` `4,544,073` `-` `-` `-` `730,799` `-` `-` `-` `-` `-` `-` `-` `-` `$ 5,274,872`	`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `4,124,936` `-` `-` `-` `-` `-` `-` `-` `$ 4,124,936`	`$ 10,734,088` `7,307,987` `(` `52,566 )` `7,255,421` `(` `531,288 )` `(` `4,178,311 )` `-` `-` `(` `216 )` `$ 13,279,694` `$ 13,279,694` `(` `49,737 )` `13,229,957` `7,462,010` `(` `111,361 )` `7,350,649` `(` `730,799 )` `(` `4,124,936 )` `(` `4,380,148 )` `-` `-` `-` `(` `28,530 )` `-` `-` `$ 11,316,193`	`$` `918,151` `-` `(` `5,172,430)` `(` `5,172,430)` `-` `-` `-` `-` `-` `($ 4,254,279)` `($ 4,254,279)` `-` `(` `4,254,279)` `-` `1,657,597` `1,657,597` `-` `-` `-` `-` `-` `-` `-` `-` `-` `($ 2,596,682)`		`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `(` `6,000)` `(` `6,000)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `($` `6,000)`		`($` `10,088)`	`$ 49,797,881`	`$` `519,568`	`)` `)` `)` `)` `)` `)` `)`
											`-` `139,430`	`7,307,987` `(` `5,085,566)`	`58,448` `(` `29,557`
											`139,430`	`2,222,421`	`28,891`
											`-` `-` `-` `-` `-`	`-` `(` `4,178,311)` `3,565,145` `112,053` `(` `216)`	`-` `-` `-` `-` `(` `11,994`
											`$` `129,342`	`$ 51,518,973`	`$` `536,465`
											`$` `129,342` `(` `129,342)`	`$ 51,518,973` `(` `185,079)`	`$` `536,465` `(` `298`
											`-`	`51,333,894`	`536,167`
											`-` `-`	`7,462,010` `1,546,236`	`53,007` `(` `10,054`
											`-`	`9,008,246`	`42,953`
											`-` `-` `-` `-` `-` `-` `-` `-` `-`	`-` `-` `(` `4,380,148)` `(` `1,460,050)` `(` `112,053)` `(` `2,590)` `(` `28,530)` `-` `-`	`-` `-` `-` `-` `-` `2,590` `(` `18,627` `(` `72,714` `(` `25,143`
											`$` `-`	`$ 54,358,769`	`$` `465,226`

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

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities
Income before income tax
Adjustments
Income and expenses
Depreciation
Amortization
Expected credit impairment loss
Reversal of provision
Interest expense
Net (gain) loss on financial assets or liabilities at fair
value through profit or loss
Interest income
Dividend income
Share of profit of associates and joint ventures
accounted for under equity method
Loss on disposal of property, plant and equipment
Gain on disposal of investments
Impairment loss
Amortization of bond discount
Changes in assets/liabilities relating to operating activities
Changes in assets relating to operating activities
Financial assets at fair value through profit or loss -
current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Changes in liabilities relating to operating activities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest paid
Income tax paid
Interest received
Income tax refund
Dividends received
Net cash (used in) provided by operating activities Notes
2018
2017
$
9,201,180
$
8,880,121
6(29)
216,436
206,730
6(12)(39)
19,364
25,679
182,803
-
6(26)
-
(
113,698 )
6(28)
2,286,498
1,630,134
6(27)
(
499,433 )
40,762
6(26)
(
41,585 ) (
30,143 )
6(26)
(
24,724 ) (
31,766 )
(
46,400 )(
74,527 )
6(27)
10,297
1,306
6(27)
(
57,613 )(
18,530 )
6(27)
-
49,768
6(17)(28)
-
20,723

7,551
14,236
1,293,315
3,392,813
(
6,010,219 )(
1,840,590 )
192,138(
44,810 )
(
2,821,645 )
5,488,774
436
21,373
(
7,300,703 )(
7,548,977 )
(
14,534 )(
231,982 )
137,213
(
9,901 )
(
178,850 )(
200,733 )
4,252,282
1,079,671
(
911 )(
11,367 )
244,656
470,068
1,281,210
(
336,229 )
119,466
(
38,006 )
2,448,228
10,790,899
(
2,241,241 ) (
1,605,247 )
(
1,542,453 )(
1,249,450 )
42,959
29,808
2,681
-
75,131
82,103

(
1,214,695 )
8,048,113

(Continued)

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities
Acquisition of financial assets carried at cost - non-current
Proceeds from disposal of financial assets carried at cost -
non-current
Acquisition of available-for-sale financial assets -
non-current
Proceeds from disposal of available-for-sale financial assets
- non-current
Proceeds from capital reduction of available-for-sale
financial assets
Acquisition of investments accounted for under equity
method
Proceeds from disposal of investments accounted for under
equity method
Acquisition of property, plant and equipment, investment
property and intangible assets
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
(Increase) decrease in other financial assets - current
Increase in other financial assets - non-current
Decrease in other financial assets - non-current
(Increase) decrease in other non-current assets
Acquisition of financial assets at fair value through profit or
loss - non-current
Proceeds from disposal of financial assets at fair value
through profit or loss - non-current
Increase in current financial assets at amortized cost
Decrease in current financial assets at amortized cost
Increase in prepayments for investments
Proceeds from capital reduction of investments accounted
for using equity method
Acquisition of subsidiaries
Net cash used in investing activities
Cash flows from financing activities
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in long-term borrowings (including current portion
of long-term liabilities)
Decrease in long-term borrowings (including current portion
of long-term liabilities)
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Increase in guarantee deposit received
Decrease in guarantee deposit received
Shareholders’ cash dividends paid
Repayment of convertible bonds
Capital reduction
Change in non-controlling interest
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year Notes
2018
2017
$
-
( $
117,062 )
-
10,178
-
(
85,348 )
-
33,155
-
5,665
(
86,663) (
49,000)
183,453
-
6(34)
(
837,503) (
981,021)
3,102
5,733
(
207,923) (
25,436)
275,841
21,830
(
59,240)
730,279
(
12,567) (
42,129)
11,375
52,356
(
71,970)
1,523
(
83,175)
-
791,259
-
(
160,853)
-
15,674
-
-
(
21,722)
-
27,211
6(33)
(
119,871 ) (
12,210 )
(
359,061 ) (
445,998 )
716,529,261
668,743,615
(
713,081,432 ) (
667,824,081 )
8,755,065
13,368,536

(
7,223,686 ) (
13,636,079 )
31,336,877
34,398,525
(
30,267,455 ) (
34,713,839 )
82,580
200,055
(
26,797 )(
206,794 )
6(23)
(
4,380,148 )(
4,178,311 )
-
(
4,900 )
(
1,460,050 )
-
(
25,143 )
-
239,072
(
3,853,273 )
1,353,658
(
5,107,840 )
18,974
(
1,358,998 )
7,097,914
8,456,912
$
7,116,888
$
7,097,914

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

Attachment V

WPG Holdings Limited

Comparison Table for the Articles of Incorporation Amendments

Original Article		Amended Article	Reason
Article 3 The total capital stock of the Company shall be Twenty Billion New Taiwan Dollars divided into two billion shares, with face value of each share at ten New Taiwan Dollars. The Board of Directors is authorized to issue the shares by installments. Fifty million shares among the above shall be reserved for issuance of warrants of stock warrants, preferred shares with warrants or corporate bonds with warrants issued. Where We issues share warrants to its employees, the exercise prices of such share warrants issued to the employees might be lower than the market prices, provided always that such warrants shall be issued only with adoption by a large majority representing two thirds of the votes at shareholders' meetings attended by shareholders representing a majority of the total number of issued shares. Such issue shall be preceded and reported in batches within one year from the date of resolution by a shareholders’ meeting. Where We repurchase treasury stocks, it might transfer the same to its employees at a price lower than the average repurchase price, provided always that prior to such transfer, it shall be submitted to the most recent shareholders’ meeting attended by shareholders representing a	Article 3	The total capital stock of the Company shall be Two hundred andfive billion New Taiwan Dollars divided into TwentyFive billion shares, with face value of each share at ten New Taiwan Dollars. The Board of Directors is authorized to issue the shares by installments. A portion of which can bepreferred stock .Fifty million shares among the above shall be reserved for issuance of warrants of stock warrants, restricted stock awards , and preferred shares with warrants or corporate bonds with warrants issued. Where We issues share warrants to its employees,acquired by employees of this Company and employees of companies controlled by this Company (conform to certain conditions), or employees of subsidiary companies. Special resolution by a shareholder’s meeting can Such issue shall be preceded and reported in batches within one year from the date of resolution by a shareholders’ meeting. Where We repurchase treasury stocks, it might transfer the same to its employees.The subject of the transfer can include this Company’s employees, employees of domestic/international controlled companies that meet certain conditions, and employees of subsidiary companies. When the stocks are	1. Amend according to actual need and in accordance with regulations. 2. Special resolution is in Article 15.

Original Article		Amended Article	Reason
majority of the total number of issued shares for adoption by a large majority representing two thirds of the votes.		transferred to employees at a price lower than the average purchase price, the transfer shall be submitted to the most recent shareholders’ meeting for special resolution. When this Company issues new stocks, it must retain a portion for purchase by employees according to Article 267-1 of the Company Act. This can include employees from this Company, subsidiary companies, or domestic/international controlled companies that meet certain conditions. Restricted stock awards. According to Article 267-9 of the Company Act, new stocks with attached service conditions or performance conditions issued to employees will have restricted stock rights until the conditions are met. Restricted stock awards issued by this Company shall be approved through special resolution at shareholder’s meeting. The stocks can be issued to employees from this Company, subsidiary companies, or domestic/international controlled companies that meet certain conditions. Such issue shall be preceded and reported in batches within one year from the date of resolution by a shareholders’meeting.
Article 3-1 (Newly added)	Article 3-1	The rights and obligations of this Company’s preferred stock and related issuing conditions are as follows: 1. Preferred stock dividend is limited to an annual rate of 8%, calculated based on the issuing price of each share. The dividend can be issued in a cash lump sum each year. After the annual shareholders’meeting	Amend according to actual need.
		1.

Original Article	Amended Article	Amended Article	Reason
	2. 3. 4.	recognizes the financial report, the board of directors shall set a benchmark date to issue the previous year’s dividend. The issuing of the issuing year and the recovery year dividend is based on the calculation of the current year’s actual issuing days. This Company’s preferred stock dividend distribution has autonomous discretion. If this Company’s annual final account shows no earnings or the earnings are insufficient for distribution, the preferred stock dividend or others must be considered. If the shareholder’s meeting decides not to distribute preferred stock dividend, this is not a violation of the contract. If the issued preferred stock is of the non-cumulative type, and the resolution is not to distribution or to distribute insufficient dividend, this is not accumulated as deferred payment in future earnings years. In addition to receiving dividend described in Item one, the holder of preferred stocks shall not participate in the distribution of common stock earnings, capital reserve for cash, and capitalization. The holder of this Company’s preferred stocks has priority over holders of common stocks in the distribution of this Company’s remaining asset. Holders of preferred stock also have the same payment priority sequence

Original Article	Amended Article	Amended Article	Reason
	5. 6. 7.	as the holder of other preferred stocks issued by this Company, and are only second to ordinary creditors. However, this is limited to the amount calculated based on the number of circulating preferred stock and the issuing price. The holders of preferred stock do not have voting or election rights in the shareholder’s meeting. However, holders of preferred stocks have voting rights in the preferred stock shareholder’s meeting and regarding issues in the shareholders’meeting that is unfavorable to the rights and obligations of preferred stock holders. Preferred stock cannot be converted to common stock. Preferred stock has no expiration date. Holders of preferred stock cannot request this Company to buy back their preferred stocks. However, this Company can buy back part or all preferred stock on the following day of the five year anniversary of the issuing based on the actual issuing price. The unrecovered preferred stock will continue to have the aforementioned issuing conditions and rights and obligations. If the Company decides to issue dividend for the current year, the dividend that should be issued up to the recovery date shall be calculated according to the current year’s actual number of issuing days.

Original Article		Amended Article	Reason
		8. The paid-in-capital that the preferred stock premium is issued from shall not be used for capitalization during the preferred stock issuing period other than to make up for losses. The name of the preferred stock, the issuing date, and specific issuing conditions shall be determined by the board of directors based on actual market situation and investor’s willingness to purchase the stocks at the time of issuing. The directors’authorization is according to the Articles of Incorporation and related regulations.
Article 4 The share certificates of We shall all be name-bearing, be signed or sealed by more than 3 directors of We and serially numbered, and shall be handled in accordance with the requirements of the competent securities authority. We might issue shares without printing share certificates, or with printing a consolidated share certificate representing the total number of shares of each issue provided that such are registered or kept in custody by a centralized securities depository enterprise.	Article 4	The share certificates of We shall all be name-bearing, be signed or sealed by directors representing the company and numbered in accordance with the requirements of the competent securities authority. We might issue shares without printing share certificates, that such are registered or kept in custody by a centralized securities depository enterprise.	Amend according to regulations.
Article 9 Shareholders' meeting shall be divided into regular meeting of shareholders and special meeting of shareholders.The regular meeting of shareholders shall be convened within six months after close of each fiscal year:A special meeting of shareholders shall be held when necessary in accordance with the requirements of Company Act. A shareholders meeting shall, unless otherwise provided in	Article 9	Shareholders' meeting shall be divided into regular meeting of shareholders and special meeting of shareholders. The regular meeting of shareholders shall be convened within six months after close of each fiscal year: A special meeting of shareholders shall be held when necessary in accordance with the requirements of Company Act. A shareholders meeting shall, unless otherwise provided in	Amend according to actual need.

Original Article		Amended Article	Reason
Company Act and other acts, be convened by the Board of Directors.		Company Act and other acts, be convened by the Board of Directors. The preferred stock shareholder’s meeting shall be convened when needed according to related regulations.
Article 10 A notice to convene a regular meeting shall be given no later than 30 days prior to the scheduled meeting date. Where a special meeting of shareholders is convened, notice shall be given no later than 15 days prior to the scheduled meeting date. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be notified to each shareholder and be announced. Such notice of a meeting of shareholders might be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.	Article 10	A notice to convene a regular meeting shall be given no later than 30 days prior to the scheduled meeting date. Where a special meeting of shareholders is convened, notice shall be given no later than 15 days prior to the scheduled meeting date.Public notification can be used as the shareholder meeting convening method for shareholders that hold less than 1000 shares. Such notice of a meeting of shareholders might be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.	Amend according to regulations.
Article 12 Each shareholder of WPG shall have one voting power in respect of each share; except the circumstances where there shall be no voting power as set out in the second paragraphs of Article 179 of Company Act. Where a government agency or a juristic person acts as the shareholder, the voting rights of such representatives shall be exercised based on their combined shareholding. Where there are more than two representatives, such representatives shall jointly exercise their voting rights. Where a shareholder holds shares for others, such shareholder may exercise his voting right separately. The qualifications and methods of exercise shall comply with the	Article 12	Each shareholder of WPG shall have one voting power in respect of each share; except the circumstances where the preferred stock with no voting rights issued by this Company or those with no right to vote as stipulated by Article 179-2 of the Where a government agency or a juristic person acts as the shareholder, the voting rights of such representatives shall be exercised based on their combined shareholding. Where there are more than two representatives, such representatives shall jointly exercise their voting rights. Where a shareholder holds shares for others, such shareholder may exercise his voting right separately. The qualifications and methods of	Amend according to actual need.

Original Article		Amended Article	Reason
regulation of the competent authorities		exercise shall comply with the regulation of the competent authorities
Article 15 Resolutions at a shareholders' meeting shall, unless otherwise provided in Company Act or other acts, be adopted by a majority vote of the attending shareholders, who represent more than one-half of the total number of voting shares.	Article 15	Resolutions at a shareholders' meeting shall, unless otherwise provided in Company Act or other acts, be adopted by a majority vote of the attending shareholders, who represent more than one-half of the total number of voting shares. The“special resolution”in this charter refers to resolution passed by shareholder’s meeting attended by shareholders that represent over 2/3 of the total issued shares, and the resolution was passed by over half the present votes. Or, according to regulations, when the number of shares represented by attending shareholders does not reach the aforementioned amount, attending shareholders must represent over half of the total issued shares and over 2/3 of the attending shareholders must agree to the resolution. However, if other regulations stipulate shares held by attending shareholders or the votes of attending shareholders, follow the regulation.	Amend according to actual need.
Article 17 The Board of Directors of We shall have 9 to 19 directors. The number of directors shall be determined by the Board of Directors and shall be in accordance with the requirements of the relevant acts. Directors shall be elected from among persons having legal capacity. Started from the 4th term, the election of the Board of Directors, pursuant to Article 192-1 of Company Act, shall adopt the candidate nomination measure. The shareholders shall	Article 17	The Board of Directors of We shall have 9 to 13 directors. The number of directors shall be determined by the Board of Directors and shall be in accordance with the requirements of the relevant acts.The election of the Board of Directors, pursuant to Article 192-1 of Company Act, shall adopt the candidate nomination measure. The shareholders shall elect the directors from the list of candidates. The percentage of shareholdings of all the	Amend according to actual need.

Original Article	Amended Article	Amended Article	Reason
elect the directors from the list of candidates. The percentage of shareholdings of all the directors shall be subject to the provisions prescribed by the competent securities authority. Among the number of directors specified in the first paragraph, there shall be at least three independent directors, whom shall be elected from lists of candidates by shareholders’ meetings in candidate nomination system. The professional qualifications, shareholdings, restrictions on concurrent positions, manners of nomination and election and other matters to be adhered to shall be handled in accordance with the requirements of the competent securities authority.	directors shall be subject to the provisions prescribed by the competent securities authority. Among the number of directors specified in the first paragraph, there shall be at least three independent directors, whom shall be elected from lists of candidates by shareholders’ meetings in candidate nomination system. The professional qualifications, shareholdings, restrictions on concurrent positions, manners of nomination and election and other matters to be adhered to shall be handled in accordance with the requirements of the competent securities authority.
Article 19-1 (New Addition)	Article 19-1 Other than the first board of directors, which shall be convened by the director with the most representative votes, the board of directors shall be convened by the chairman. Over half of the directors must use written proposal and reason to request the chairman to convent the board of directors. If the chairman does not convene a board meeting within 15 days of the submission of the aforementioned request, a board with over half the directors can be convened on their own.		Amend according to regulations.
Article 31 Where the financial results for the fiscal year show a profit, We may, by a resolution adopted by the meeting of Board of Directors, have not less than 0.1% and not more than 5% of the profit distributable as employees’ compensation and have not more than 3% of the foresaid profit distributable as remuneration to directors and	Article 31	Where the financial results for the fiscal year show a profit, We may, by a resolution adopted by the meeting of Board of Directors, have not less than 0.1% and not more than 5% of the profit distributable as employees’ compensation and have not more than 3% of the foresaid profit distributable as remuneration to directors .	Amend according to actual need.

Original Article		Amended Article	Reason
supervisors. Reports of such distribution as employees’ compensation and remuneration to directors and supervisors shall be submitted to the shareholders’ meeting. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. The employees’ compensation could be distributed in the form of shares or in cash and the employees of subsidiaries of We meeting certain specific requirements shall be entitled to receive shares or cash. The profits stated in the first paragraph represent the pre-tax income of current year before deducting distributed remunerations to employees, directors and supervisors. In case there is no surplus earnings, We shall not distribute dividend and bonus. Where there are profits in the year-end financial statement of We, after paying all taxes and duties; offsetting its losses in the past years; setting aside a legal capital reserve at 10% of the profits; and setting aside special capital reserve in accordance with the requirements of the relevant acts, the Board of Directors shall propose a distribution plan for the accumulated distributable profits, which shall, upon resolutions by a shareholders’ meeting, be distributed as dividends and bonus. Cash dividends of We shall not be lower than 20% of the total shareholders’ dividends distributed in the current year.		Reports of such distribution as employees’ compensation and remuneration to directors shall be submitted to the shareholders’ meeting. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. The employees’ compensation could be distributed in the form of shares or in cash and the employees of subsidiaries of We meeting certain specific requirements shall be entitled to receive shares or cash. The profits stated in the first paragraph represent the pre-tax income of current year before deducting distributed remunerations to employees, directors . In case there is no surplus earnings, We shall not distribute dividend and bonus. Where there are profits in the year-end financial statement of We, after paying all taxes and duties; offsetting its losses in the past years; setting aside a legal capital reserve at 10% of the profits; If there is a residual amount after provisions are set aside according to law or turned to special reserve, the residual shall bedistributed as the year’s dividend for preferred stocks first. The remaining amount (hereafter referred to as the current year’s earnings) shall be added to the initial undistributed surplus to be distributed as earnings. The board of directors shall draft the distribution proposal. After the shareholder’s meeting agrees, the amount shall be distribution as shareholders’ dividend and bonus. This Company’s dividend policy and dividend distribution

Original Article		Amended Article	Reason
		shall consider the Company’s profitability, future operation funding needs, and changes in industry environment, as well as the shareholders’rights and the Company’s long-term financial plans. This Company’s yearly totaldividend distribution amount shall not be less than 50% of the year’s earnings. The distributed cash dividend shall not be less than 20% of the total dividend distribution amount.
Article 34 This Article was formulated on 14th June, 2005. Its first amendment was made on 14th June, 2006. Its second amendment was made on 13th June, 2007. Its third amendment was made on 25th June, 2008. Its fourth amendment was made on 16th June, 2009a. Its fifth amendment was made on 21st June, 2010. Its sixth amendment was made on 22nd June, 2012. Its seventh amendment was made on 19th June, 2013. Its eighth amendment was made on 18th June, 2014. Its ninth amendment was made on 22th June, 2016.	Article 34	This Article was formulated on 14th June, 2005. Its first amendment was made on 14th June, 2006. Its second amendment was made on 13th June, 2007. Its third amendment was made on 25th June, 2008. Its fourth amendment was made on 16th June, 2009a. Its fifth amendment was made on 21st June, 2010. Its sixth amendment was made on 22nd June, 2012. Its seventh amendment was made on 19th June, 2013. Its eighth amendment was made on 18th June, 2014. Its ninth amendment was made on 22th June, 2016. Its tenth amendment was made on 28th June, 2019.	Add amendment date.

Attachment VI

WPG Holdings Limited

Comparison Table for the Procedures for the Loaning of Funds to Others

Original Article		Amended Article	Reason
Article 3-1`：`Foreign companies that this Company directly or indirectly owns 100% of the shares that engages in loans is not restricted by short-term funding and amount limitations stated in Articles 2 and 3. However, loan amount and loan terms shall still be set according to regulations.		Article 3-1: foreign companies that this Company directly or indirectly owns 100% of the shares that engages in loans or foreign company thatthis Company directly or indirectly holds 100% of the shares that loan of funds to this Company is not restricted by short-term funding and amount limitations stated in Articles 2 and 3. However, loan amount and loan terms shall still be set according to regulations.	Amend according to regulations.

Attachment VII

WPG Holdings Limited

Comparison Table for the Procedure for the Acquisition or Disposal of Assets

Original Article	Amended Article	Amended Article	Reason
Article2 Scope of Assets Applicable 1. Securities: including stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, asset-backed securities and investment in unissued stock shares. 2. Real property (including inventory of construction industry) and other fixed assets. 3. Memberships 4. Intangibleassets:includingpatents, copyrights,trademarks, franchise rights, and other intangible assets. 5. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 6. Derivatives 7. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with acts of laws. 8. Other major assets.	Article2 Scope of Assets Applicable 1. Securities: including stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, asset-backed securities and investment in unissued stock shares. 2. Real property (including inventory of construction industry) and other fixed assets. 3. Memberships 4. Intangibleassets:includingpatents, copyrights,trademarks, franchise rights, and other intangible assets. 5. Right of use assets 6. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7. Derivatives 8. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with acts of laws. 9. Other major assets.		Amend according to regulations
Article 3 Definitions 1. "Derivatives": Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term"forwardcontracts"doesnot includeinsurancecontracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.	Article 1.	3 Definitions “Derivative”: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from aspecified interest rate, financial instrument price , commodity price ,foreign exchange rate, index 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 containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service	Amend according to regulations

Original Article	Amended Article	Reason
2. "Subsidiary": As defined in the Generally Accepted Accounting Principles (GAAP). 3. “Professional appraiser. Refers to a real property appraiser or other person duly authorized by the law to engage in the value appraisal of real property or other fixed assets. 4. "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 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. 5. “Within one year” means the year preceding the base date of occurrence of the acquisition or disposal of assets. The announced period shall be exempted from the calculation 6. “The latest financial statement” shall mean the financial statement attested or audited openly by a certified public accountant before the acquisition or disposal of assets by the Company. 7. The Company has prepared financial reports using the International Financial Reporting Standards since January 1, 2013. Therefore, the total assets referred to in this procedure refer to the most recent individual or individual financial statements in accordance with the financial issuer's financial reporting standards. 8. Terms not defined in this Procedure shall be defined by the“Regulations	contracts, long-term leasing contracts, or long-term purchase (sales)contracts . 2. "Subsidiary": As defined in the Generally Accepted Accounting Principles (GAAP) 3. “Professional appraiser. Refers to a real property appraiser or other person duly authorized by the law to engage in the value appraisal of real property or other fixed assets. 4. "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 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. 5. “Within one year” means the year preceding the base date of occurrence of the acquisition or disposal of assets. The announced period shall be exempted from the calculation 6. “The latest financial statement” shall mean the financial statement attested or audited openly by a certified public accountant before the acquisition or disposal of assets by the Company. 7. The Company has prepared financial reports using the International Financial Reporting Standards since January 1, 2013. Therefore, the total assets referred to in this procedure refer to the most recent individual or individual financial statements in accordance with the financial issuer's financial reporting standards. 8. Terms not defined in this Procedure shall be defined by the “Regulations

Original Article	Amended Article	Reason
Governing the Acquisition or Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.	Governing the Acquisition or Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.
Article 4 Where this company acquires or disposes of assets, unless it is otherwise provided, the operating procedure and limit shall be as follows: 1. In acquiring or disposing of real estate, the execution unit shall conduct the appraisal. Where the transaction amount is NT$150 million or less, it shall be submitted to the General Manager for approval; if it exceeds NT$150 million, it shall not be executed unless it is submitted to and passed by the Board of Directors after it is approved by the General Manager. 2. The acquisition or disposal of other fixed assets shall be evaluated by operating department. The transactions amounting less than (including) NT$100 million shall be approved within each given boundaries governed by authorization regulation. For the transactions amounting more than NT$100 million, the approval by the General Manager and the submission to the Board of Directors for their approval are needed before execution. 3. In acquiring or disposing of long term Securities, the execution unit shall conduct the appraisal and execute it after it is submitted to and approved by the Board of Directors.	Article 4 Where this company acquires or disposes of assets, unless it is otherwise provided, the operating procedure and limit shall be as follows: 1. In acquiring or disposing of real estate orright-of-use assets , the execution unit shall conduct the appraisal. Where the transaction amount is NT$150 million or less, it shall be submitted to the General Manager for approval; if it exceeds NT$150 million, it shall not be executed unless it is submitted to and passed by the Board of Directors after it is approved by the General Manager. 2. The acquisition or disposal of other fixed assets orright-of-use assets shall be evaluated by operating department. The transactions amounting less than (including) NT$100 million shall be approved within each given boundaries governed by authorization regulation. For the transactions amounting more than NT$100 million, the approval by the General Manager and the submission to the Board of Directors for their approval are needed before execution. 3. The acquisition or disposal of long-term securities, after the evaluation by the executing unit, the amount of which is less than NT$50 million (inclusive), approved by the chairman of the board. The amount exceeds NT$50 million and not reach NT$300 million will be approved step by step according to the relevant measures for investment review; those whose amount reaches NT$300 million or more will be submitted to the board of directors for approval.	Amend according to actual need and in accordance with regulations.

Original Article		Amended Article	Reason
4. In acquiring or disposing of short term Securities, the execution unit shall conduct the appraisal. Thereafter, where the amount is NT300 million or less, and that it does not exceed 10% of the subject company’s equity, it shall be approved by the General Manager; where the amount exceeds NT$300 million, or it exceeds 10% of the subject company’s equity, it shall not executed until it is further submitted to and passed by the Board of Directors. In addition, the transaction shall be conducted within the limits set out in sub-clause 9 in this Article. However, such requirement s are exempted under the following circumstances: where it belongs to daily fund appropriation activities or short term investment operation like transaction of bonds with conditions for repurchase, bond fund etc., and the amount is NT$300 million or less, the responsible unit(s) is/are authorized to execute.Where the amount exceeds NT$300 million, the responsible unit shall submit to the General Manager for approval before execution. where it belongs to daily fund appropriation activities or short term investment operation like transaction of bonds with conditions for repurchase, bond fund etc., and the amount is NT$300 million or less, the responsible unit(s) is/are authorized to execute.Where the amount exceeds NT$300 million, the responsible unit shall submit to the General Manager for approval before execution. 5. In acquiring or disposing of Memberships, the execution unit shall conduct the appraisal. Where the amount is less than 1% of the	4. 5.	In acquiring or disposing of short term Securities, the execution unit shall conduct the appraisal. Thereafter, where the amount isless than NT300 million, and that it does not exceed 10% of the subject company’s equity, it shall be approved by the General Manager; where the amount exceeds NT$300 million, or it exceeds 10% of the subject company’s equity, it shall not executed until it is further submitted to and passed by the Board of Directors. In addition, the transaction shall be conducted within the limits set out in sub-clause 9 in this Article. However, such requirements are exempted under the following circumstances: where it belongs to daily fund appropriation activities or short term investment operation like transaction of bonds with conditions for repurchase, bond fund etc., and the amount isless than NT$300 million, the responsible unit(s) is/are authorized to execute.Where the amount exceeds NT$300 million, the responsible unit shall submit to the General Manager for approval before execution. where it belongs to daily fund appropriation activities or short term investment operation like transaction of bonds with conditions for repurchase, bond fund etc., and the amount is NT$300 million or less, the responsible unit(s) is/are authorized to execute.Where the amount exceeds NT$300 million, the responsible unit shall submit to the General Manager for approval before execution. In acquiring or disposing of Memberships, the execution unit shall conduct the appraisal. Where the amount is less than 1% of the paid-up capital or NT$5 million, it shall be submitted to the General

Original Article	Amended Article	Reason
paid-up capital or NT$5 million, it shall be submitted to the General Manager for approval and shall thereafter be filed to the most recent Board Meeting for recordation. 6. In acquiring or disposing of intangible assets, the execution unit shall conduct the appraisal. Where the amount is less than 10% of the paid of capital or NT$20 million, it shall be approved layer by layer in accordance with the regulations on authorization. The Audit Committee shall require that where a certain amount is exceeded, it shall thereafter be filed to the most recent Board meeting for recordation. Where the amount exceeds NT$20 million, it shall not be executed until it is submitted to and passed by the Board of Directors. 7. In principle, this Company shall not participate in transactions involving the acquisition or disposal of the debentures of financial institutions. Where this Company decides to participate in the transactions involving the acquisition or disposal of debentures of financial institutions, it shall be submitted to the Board of Directors for re-formulation of its procedures of appraisals and operations. 8. Execution units The execution units for acquisition and disposal of Securities and Derivatives shall be finance and accounting units. With respect to acquisition or disposal of other assets, the execution units shall be regulated and recognized in accordance with the division of responsibilities within this company. 9. The limits for the acquisitions of the above assets for this Company and each of its Subsidiary shall be as follows: (1) For real estate not for operational uses, the total	Manager for approval and shall thereafter be filed to the most recent Board Meeting for recordation. 6. In acquiring or disposing of intangible assets, the execution unit shall conduct the appraisal. Where the amount is less than 10% of the paid of capital or NT$20 million, it shall be approved layer by layer in accordance with the regulations on authorization. The Audit Committee shall require that where a certain amount is exceeded, it shall thereafter be filed to the most recent Board meeting for recordation. Where the amount exceeds NT$20 million, it shall not be executed until it is submitted to and passed by the Board of Directors. 7. In principle, this Company shall not participate in transactions involving the acquisition or disposal of the debentures of financial institutions. Where this Company decides to participate in the transactions involving the acquisition or disposal of debentures of financial institutions, it shall be submitted to the Board of Directors for re-formulation of its procedures of appraisals and operations. 8. Execution units The execution units for acquisition and disposal of Securities and Derivatives shall be finance and accounting units. With respect to acquisition or disposal of other assets, the execution units shall be regulated and recognized in accordance with the division of responsibilities within this company. 9. The limits for the acquisitions of the above assets for this Company and each of its Subsidiary shall be as follows: (1) For non-commercial real estate andright-of-use assets , the total amount should not be

Original Article	Amended Article	Reason
amount shall not be more than 30% of their net values; (2) Total amount of investment in long-term and short-term Securities shall not exceed 300% of the net value. 10. Where this Article requires submission to the Board of Directors for resolutions, consent by the Audit Committee shall be sought in accordance with the relevant regulations.	more than 30% of the earnings. (2) Total amount of investment in long-term and short-term Securities shall not exceed 300% of the net value. 10. Where this Article requires submission to the Board of Directors for resolutions, consent by the Audit Committee shall be sought in accordance with the relevant regulations.
Article5 The procedures for appraisal of acquisition or disposal of assets of this Company shall be as follows: 1. In acquiring or disposing of real property or other fixed assets where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use, shall obtain an appraisal report from a professional appraiser prior to the transaction and shall further comply with the following provisions: i. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. ii. Where the discrepancy between the appraisal results of professional appraisers and the transaction amount is more than 20 percent, except the circumstances where the	Article5 The procedures for appraisal of acquisition or disposal of assets of this Company shall be as follows: 1. The company’s acquisition or disposal of real estate, equipmentor its right-to-use assets , except for transactions with domestic government agencies, construction of local land, construction of land leases, or acquisition or disposal of equipment for business use orits right-to-use assets. If the transactions amount of the company's paid-up capital is 20% or NT$300 million or more, the valuation report issued by the professional valuer shall be obtained before the date of the fact, and the following provisions shall be met: i. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. ii. Where the discrepancy between the appraisal results of professional appraisers and the transaction amount is more than 20 percent, except the circumstances where the

Original Article	Amended Article	Reason
valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. iii. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. Where the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. iv. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be	valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. iii. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. Where the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. iv. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have	Amend according to regulations

Original Article		Amended Article	Reason
issued by the original professional appraiser. 2. Where the Company acquires or disposes of securities and the transaction amount is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price. If the CPA requires an expert's opinion, it must be sought in accordance with the Statement on Auditing Standards No. 20 announced by the Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). 3. In acquiring or disposing of memberships or other intangible assets where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price prior to the transaction. The accountant must conduct it in accordance with the Statement on Auditing Standards No. 20. 4. Acquisition or disposal of assets from or to a related party where the transaction amount reaches 10 percent or more of the Company’s total assets, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards	2. 3. 4.	elapsed, an opinion may still be issued by the original professional appraiser Where the Company acquires or disposes of securities and the transaction amount is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price. If the CPA requires an expert's opinion, it must be sought in accordance with the Statement on Auditing Standards No. 20 announced by the Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). In acquiring or disposing of memberships or other intangible assets where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, except of transactions between domestic Governments , the Company, shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price prior to the transaction. The accountant must conduct it in accordance with the Statement on Auditing Standards No. 20. Acquisition or disposal of assets from or to a related party where the transaction amount reaches 10 percent or more of the Company’s total assets, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards

Original Article		Amended Article	Reason
NO 20 published by the ARDF. 5. The calculations in the above four transactions must comply with Article 30-2 of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The one-year timeframe counts back from the day the transaction occurred. Transactions which have already been supported by expert's valuation or CPA's opinions can be excluded. 6. Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. 7. Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction.	5. 6. 7.	NO 20 published by the ARDF. The calculations in the above four transactions must comply with the Securities Authority and comply with Article 30-2 of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The one-year timeframe counts back from the day the transaction occurred. Transactions which have already been supported by expert's valuation or CPA's opinions can be excluded. Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports,certified public accountant's opinions, attorney's opinions, or underwriter's opinionsshall comply with the “Guidelines for the Acquisition or Disposal of Assets of Public Offering Companies”or relevant laws and regulations as determined by the Securities Authorities .

Original Article	Amended Article	Reason
Article8 The Company’s acquisition or disposal of assets from or to a related party Where the Company’s acquiring or disposing of assets from related parties, in addition to handling in accordance with this Procedure, it shall comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.	Article8 The Company’s acquisition or disposal of assets from or to a related party Where the Company’s acquiring or disposing of assets from related parties, in addition to handling in accordance with this Procedure, And should be in accordance with the provisions of the securities authority “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.	Amend according to regulations
Article 11 Handling procedure for the acquisition or disposal of Derivatives I. Trading Principles and Strategies (1) Types of Transactions 1. The Derivatives traded by this Company mean those products the value of which is derived from assets, interest rates, foreign exchange rates, indexes or other interests (such as forward contracts, options, futures, interests or exchange rates, swap, as well as compound contracts combining the above products.) 2. In relation to the matters relevant to transactions of bond deposits, it shall be handled in accordance with the relevant regulations in this Procedure. This Procedure shall not be applicable to the transactions of bonds with repurchase conditions.	Article 11 Handling procedure for the acquisition or disposal of Derivatives I. Trading Principles and Strategies (1) Types of Transactions 1. Derivative financial products engaged by the Company are transaction contracts whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, prices or rate indices, credit ratings, or credit indices, or other variables (eg Forward contracts, options, futures, interest rates or exchange rates, exchanges, combinations of the above-mentioned contracts, or combined contracts or structured goods embedded in derivative goods, etc.) 2. In relation to the matters relevant to transactions of bond deposits, it shall be handled in accordance with the relevant regulations in this Procedure. This Procedure shall not be applicable to the transactions of bonds with repurchase conditions.	Amend according to regulations

Original Article	Amended Article	Reason
(2) Operation (Hedging) Strategy: The Derivatives traded by this Company shall in principle be for hedging the risks incurred in the course of business of the Company with respect to the net parts after mutual cancellation out of the amounts receivable and payable, or assets and liabilities, having regard to the due dates, amount and currencies. It shall be ascertained before a transaction that it is a hedging operation. (3) Segregation of Duties 1. Financing and Accounting Departments (1) Trading Personnel i. Responsible for drawing up the trading strategies of Derivatives ofthe whole Company. ii. Trading personnel shall collect market information, conduct estimation on trend and risk appraisal, draw up operation strategies, and to conduct transactions within the authorized limits in accordance with Company’s policy. iii. Where the financial market has changed materially that the trading personnel decide that the existing strategies are no longer applicable, they shall promptly submit appraisal report and draw upnew strategies, which	(2) Operation (Hedging) Strategy: The Derivatives traded by this Company shall in principle be for hedging the risks incurred in the course of business of the Company with respect to the net parts after mutual cancellation out of the amounts receivable and payable, or assets and liabilities, having regard to the due dates, amount and currencies. It shall be ascertained before a transaction that it is a hedging operation. (3) Segregation of Duties 1. Financing and Accounting Departments (1) Trading Personnel i. Responsible for drawing up the trading strategies of Derivatives ofthe whole Company. ii. Trading personnel shall collect market information, conduct estimation on trend and risk appraisal, draw up operation strategies, and to conduct transactions within the authorized limits in accordance with Company’s policy. iii. Where the financial market has changed materially that the trading personnel decide that the existing strategies are no longer applicable, they shall promptly submit appraisal report and draw upnew strategies, which

Original Article	Amended Article	Reason
shall, after approval by the General Manager, become the basis for conducting transactions. (2) Personnel to Appropriate Funds Coordinate the use of banking facilities, detailed calculation of cash flow and handle settlement matters. (3) Accounting Personnel i. Confirm execution of transactions. ii. Verify whether the transactions are conducted in accordance with the authorized limits and existing strategies. iii. Handle the accounting entries. iv. Conduct Reports and announcements in accordance with the regulations by competent securities authority. 2. Limits of Authority for Derivatives Financial officers are authorized to execute single transactions of amount under USD2 million (including equivalent amounts in other currencies). Transactions of more than USD2 million (including equivalent amounts in other currencies) shall not be conducted unless	shall, after approval by the General Manager, become the basis for conducting transactions. (2) Personnel to Appropriate Funds Coordinate the use of banking facilities, detailed calculation of cash flow and handle settlement matters. (3) Accounting Personnel i. Confirm execution of transactions. ii. Verify whether the transactions are conducted in accordance with the authorized limits and existing strategies. iii. Handle the accounting entries. iv. Conduct Reports and announcements in accordance with the regulations by competent securities authority. 2. Limits of Authority for Derivatives Financial officers are authorized to execute single transactions of amount under USD2 million (including equivalent amounts in other currencies). Transactions of more than USD2 million (including equivalent amounts in other currencies) shall not be conducted unless

Original Article	Amended Article	Reason
approved by the General Manager. (4) Performance Evaluation i. The performance of hedging operations shall be evaluated and appraised in accordance with hedging strategies. ii. Transactional Operations This Company shall not be involved transactional operations (5) The Determination of Maximum Loss Limit i. Hedging Operations Regarding the regulation that maximum loss limit shall not be more than 20 percent of the contract amount, it shall be applied to individual contracts and to all contracts ii. Transactional Operations This company shall not be involved in Transactional Operations. II. Risk Management Measures (1) Credit Risk Management The trading partners of this Company shall in principle be limited to correspondent banks and internationally renowned financial institutions, which may provide professional information. (2) Market Risk Management This Company shall from time to time take control measures on the risks on Derivatives created by variation of interest rates,	approved by the General Manager. (4) Performance Evaluation i. The performance of hedging operations shall be evaluated and appraised in accordance with hedging strategies. ii. Transactional Operations This Company shall not be involved transactional operations (5) The Determination of Maximum Loss Limit i. Hedging Operations Regarding the regulation that maximum loss limit shall not be more than 20 percent of the contract amount, it shall be applied to individual contracts and to all contracts ii. Transactional Operations This company shall not be involved in Transactional Operations. II. Risk Management Measures (1) Credit Risk Management The trading partners of this Company shall in principle be limited to correspondent banks and internationally renowned financial institutions, which may provide professional information. (2) Market Risk Management This Company shall from time to time take control measures on the risks on Derivatives created by variation of interest rates,

Original Article	Amended Article	Reason
exchange rates and other factors. (3) Liquidity Risk Management To ensure market liquidity, the selection of financial products shall predominantly be those of high liquidity (namely that it can be squeezed in the market at any time). The financial institutions entrusted for transactions shall possess adequate information and ability to conduct transactions in the market at any time. (4) Cash flow Risk Management This Company shall maintain sufficient quick assets and fund raising facilities to meet the capital requirements of settlement. (5) Operation Risk Management 1. Operational risk shall be averted by faithful adherence to the limits of amount authorized, operational procedures and incorporation of internal control. 2. Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement. 3. The Finance Units shall evaluate derivative trading positions at least twice per month, which shall be reported to the General Manager. (6) Commodity Risk Management Internal trading personnel shall have comprehensive and proper professional knowledge on Derivatives, and shall require banks to adequately disclose risks to avert risks of misuse of Derivatives. (7) Legal Risk Management Documents executed by this Company and trading partners shall not be executed unless	exchange rates and other factors. (3) Liquidity Risk Management To ensure market liquidity, the selection of financial products shall predominantly be those of high liquidity (namely that it can be squeezed in the market at any time). The financial institutions entrusted for transactions shall possess adequate information and ability to conduct transactions in the market at any time. (4) Cash flow Risk Management This Company shall maintain sufficient quick assets and fund raising facilities to meet the capital requirements of settlement. (5) Operation Risk Management 1. Operational risk shall be averted by faithful adherence to the limits of amount authorized, operational procedures and incorporation of internal control. 2. Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement. 3. The Finance Units shall evaluate derivative trading positions at least twice per month, which shall be reported to the General Manager. (6) Commodity Risk Management Internal trading personnel shall have comprehensive and proper professional knowledge on Derivatives, and shall require banks to adequately disclose risks to avert risks of misuse of Derivatives. (7) Legal Risk Management Documents executed by this Company and trading partners shall not be executed unless

Original Article	Amended Article	Reason
perused by internal legal personnel or legal consultants to avert legal risks. III. Internal Audit System Internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivative trading by the trading department adheres to this Procedure, and to analyze the trade cycles in order to prepare an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing. IV. Periodic Evaluations and Handling Irregular Circumstances For the hedge trades required by the business need of financial department, the transaction and profit-loss circumstances shall be evaluated at least twice per month and the report shall be submitted to the general manager. The board of directors shall authorize the general manager to monitor and control derivatives trading risk and shall periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance. The general manager authorized by the board of directors shall periodically evaluate whether the risk management measures currently employed are appropriate and are faithfully conducted in accordance with this Procedure. When irregular circumstances are found, a report shall be made immediately to the board chairman or the board of directors, and appropriate measures shall be adopted. V. Where this Company conducts trade on Derivatives, a log book shall be established to record related matters in accordance with the relevant acts.	perused by internal legal personnel or legal consultants to avert legal risks. III. Internal Audit System Internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivative trading by the trading department adheres to this Procedure, and to analyze the trade cycles in order to prepare an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing. IV. Periodic Evaluations and Handling Irregular Circumstances For the hedge trades required by the business need of financial department, the transaction and profit-loss circumstances shall be evaluated at least twice per month and the report shall be submitted to the general manager. The board of directors shall authorize the general manager to monitor and control derivatives trading risk and shall periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance. The general manager authorized by the board of directors shall periodically evaluate whether the risk management measures currently employed are appropriate and are faithfully conducted in accordance with this Procedure. When irregular circumstances are found, a report shall be made immediately to the board chairman or the board of directors, and appropriate measures shall be adopted. V. Where this Company conducts trade on Derivatives, a log book shall be established to record related matters in accordance with the relevant acts.

Original Article	Amended Article	Reason
Article12 Procedure for Handling Mergers, Demergers, Acquisitions, and Transfer of Shares Where this Company acquires or disposes of assets by mergers, demergers, acquisitions or transfer of shares in accordance with the law, the regulations in this Procedure shall apply, and in addition, it shall be handled in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the relevant law.	Article12 Procedure for Handling Mergers, Demergers, Acquisitions, and Transfer of Shares Where this Company acquires or disposes of assets by mergers, demergers, acquisitions or transfer of shares in accordance with the law, the regulations in this Procedure shall apply, and in addition, it shall be handled in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the relevant law.	Amend according to regulations
Article 13 Procedure for Public Disclosure of Information 1. Where this Company acquires or disposes of assets, and where it is required to be reported to the competent authority or announced, this Company shall handle in accordance with the relevant regulations. Where a Subsidiary of this Company is not a domestic public company, and where there are matters required to be announced or reported, this Company shall announce or report such on its behalf. 2. The Company shall handle matters and comply with the “Guidelines for the Acquisition or Disposal of Assets of Public Offering Companies” or relevant laws as determined by the competent securities authority	Article 13 Procedure for Public Disclosure of Information 1. Where this Company acquires or disposes of assets, and where it is required to be reported to the competent authority or announced, this Company shall handle in accordance with the relevant regulations. Where a Subsidiary of this Company is not a domestic public company, and where there are matters required to be announced or reported, this Company shall announce or report such on its behalf. 2. The Company shall handle matters in accordance with the Securities Authority , comply with the “Guidelines for the Acquisition or Disposal of Assets of Public Offering Companies” or relevant laws as determined by the competent securities authority.	Amend according to regulations
Article 13-1 The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, the retained duration shall comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.	Article 13-1 The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, the retained duration shall comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.	Amend according to regulations

AI assistant

WPG — AGM Information 2019

52368_rns_2019-07-03_eb18009b-3042-4dcf-bce8-1801f2280bef.pdf

WPG HOLDINGS LIMITED

2019 ANNUAL SHAREHOLDERS’ MEETING

MEETING MINUTES

WPG HOLDINGS LIMITED 2019 Annual Shareholders’ Meeting Minutes

I. Chairman’s Address (omitted)

II. Reports

III. Resolutions

Explanation:

Voting Results:

Explanation:

WPG HOLDINGS LIMITED

2018 PROFIT DISTRIBUTION TABLE

Voting Results:

IV. Discussion Matters

Explanation:

Voting Results:

Explanation:

Voting Results:

Explanation:

Voting Results:

V. Questions and Motion: None.

VI. Meeting Closed: June 28, 2019 at 9:37 a.m.

Attachment I

Business Report

1. Review of 2018

Attachment II

AUDIT COMMITTEE’S REVIEW REPORT

WPG HOLDINGS LIMITED AUDIT COMMITTEE

Attachment III

Opinion

Basis for opinion

Key audit matters

Impairment assessment of investments accounted for under equity method

Description

How our audit addressed the matter

Impairment assessment of investments accounted for under equity method

Description

Valuation of allowance for uncollectible accounts receivable - World Peace Industrial, Yosun Industrial, Silicon Application and Asian Information Technology (collectively referred herein as the “Subsidiaries”)

Description

Recognition of purchase discounts and allowances - subsidiaries

How our audit addressed the matter

Responsibilities of management and those charged with governance for financial statements

Auditor’s responsibilities for the audit of the financial statements

Lin, Chun-Yao Chou, Chien-hung

for and on behalf of PricewaterhouseCoopers, Taiwan March 26, 2019

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2018 AND 2017

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2018 AND 2017

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2018 AND 2017

Attachment IV

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Impairment assessment of goodwill

Description

How our audit addressed the matter

Valuation of allowance for uncollectible accounts receivable

Description

How our audit addressed the matter

Recognition of purchase discounts and allowances

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditor’s responsibilities for the audit of the consolidated financial statements

March 26, 2019

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WPG AGM Information 2019