WT - AGM Information 2019 | FinancialReports.eu

Stock Code ： 3036

WT Microelectronics Co., Ltd.

Handbook of 2019 Regular Shareholders’ Meeting

[Translation]

Meeting Time ： June 21, 2019

Place ： 18F, No. 738, Zhongzheng Road, Zhonghe District, New Taipei City [WT’s meeting room]

Meeting Agenda .................................................................................................................. ……1 1. Report Items ...................................................................................................................... 2 2. Proposed Resolutions ....................................................................................................... 3 3. Discussion Items ................................................................................................................ 4 4. Election Matters ................................................................................................................ 5 5. Other Matters ................................................................................................................... 6 6. Questions and Motions ..................................................................................................... 6 Annex 1. Business Report ................................................................................................................. 7 2. Supervisors’ Review Report ............................................................................................. 11 3. 2018 Consolidated Financial Statements and Independent Auditors’ Report ............... 13 4. 2018 Parent Company Only Financial Statements and Independent Auditors’ Report . 25 5. Table for Distribution of Earnings ................................................................................... 36 6. Comparison Table for Amendments to the Articles of Incorporation ............................. 37 7. Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets.......................................................................................................................... 43 8. Comparison Table for Amendments to the Procedures for Lending Funds and Endorsement & Guarantee ............................................................................................ 64 9. Comparison Table for Amendments to the Rules for Election of Directors and Supervisors ....................................................................................................................... 72 10. List of Director Candidates (Including Independent Directors) .................................... 76 11. List of Director (Including Independent Directors) Candidates Holding Concurrent In-Services in Other Companies ................................................................. 80 Appendix 1. Rules for Election of Directors and Supervisors .............................................................. 82 2. Rules of Procedure for Shareholder Meetings ............................................................... 84 3. Articles of Incorporation ................................................................................................. 87 4. Current Shareholding of Directors and Supervisors ....................................................... 92

WT Microelectronics Co., Ltd. 2019 Regular Shareholders’ Meeting Agenda

Time: on Friday, June 21, 2019, at 9:00 a.m.

Place: 18F, No. 738, Zhongzheng Rd, Zhonghe District, New Taipei City, Taiwan (WT Microelectronics meeting room)

Meeting Agenda:

1. Call the Meeting to Order (Attendance reported)

2. Chairperson Remarks

3. Report Items

(1) 2018 Business Report.
(2) Supervisors’ Review Report.
(3) Report on 2018 Distribution of Remuneration to Employees and Directors and Supervisors.

4. Proposed Resolutions

(1) 2018 Business Report and Financial Statements.
(2) Distribution of 2018 Earnings.

5. Discussion Items

(1) Amendments to the Articles of Incorporation.
(2) Amendments to the Procedures for Acquisition or Disposal of Assets.
(3) Amendments to the Procedures for Lending Funds and Endorsement & Guarantee.
(4) Amendments to the Rules for Election of Directors and Supervisors.

6. Election Matters

(1) Election of the 9th Term Directors.

7. Other Matters

(1) Exemption of non-competition limitation for directors of the Company.

8. Questions and Motions

Adjournment

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Report Items

Item No. 1: (Proposed by the Board of Directors)

Proposal: 2018 Business Report, for inspection.

Explanation: 2018 Business Report is attached as Annex 1 (Pages 7 to 10).

Item No. 2: (Proposed by the Board of Directors)

Proposal: Supervisors’ Review Report, for inspection.

Explanation: Supervisors’ Review Report is attached as Annex 2 (Pages 11 to 12).

Item No. 3: (Proposed by the Board of Directors)

Proposal:Report on 2018 Distribution of Remuneration to Employees and Directors and Supervisors, for inspection.

Explanation: According to Article 19 of Articles of Incorporation, 2018 remuneration of employees and directors and supervisors amounting to NT$31,900,000 and NT$12,000,000 respectively were distributed in cash.

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Proposed Resolutions

Item No. 1: (Proposed by the Board of Directors)

Proposal: 2018 Business Report and Financial Statements, for inspection.

Explanation: 1.2018 Business Report, Consolidated Financial Statements and Parent Company Only Financial Statements for WT Microelectronics Co., Ltd. were approved by the Board of Directors and audited by CPA Hsu, Sheng-Chung and CPA Wu, Han-Chi from PricewaterhouseCoopers Taiwan. The aforementioned financial statements and Business Report were also reviewed by the supervisors of WT Microelectronics Co., Ltd. The review reports are on file.
2018 Business Report, Independent Auditors' Report, and Financial Statements are attached as Annex 1 (Pages 7 to 10) and Annexes 3 to 4 (Pages 13 to 35).

Resolution:

Item No. 2: (Proposed by the Board of Directors)

Proposal: Distribution of 2018 Earnings, for inspection.

Explanation: 1.Distribution of 2018 Earnings was approved by the Board of Directors and reviewed by the supervisors. Table for Distribution of Earnings is attached as Annex 5 (Page 36).
Cash dividends amounting to NT$1,387,967,354 were distributed, for NT$2.36 per share. Cash dividends were rounded to the nearest whole number. The total amount of cash dividends less than NT$1 was adjusted from greatest to smallest in accordance with the total amount of cash dividends.
Upon the approval of Regular Shareholders’ Meeting, chairman shall be authorized by the Board of Directors to resolve the ex-dividend date, ex-rights date, base date of new share issuance through capitalization and date of issuance, and other relevant issues.
In the event that proposed distribution of earnings is affected by a change in the Company’s common shares, chairman shall be solely authorized by the Board of Directors to make adjustment to such distribution.

Resolution:

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Discussion Items

Item No. 1: (Proposed by the Board of Directors)

Proposal: Amendments to the Articles of Incorporation, for resolution.

Explanation: In order to comply with the amendments to the Company Act, establish Audit Committee replacement supervisors, and conform to the needs of the company’s operations, the company hereby proposes to amend the Articles of Incorporation, as attached in Annex 6 (Pages 37 to 42).

Resolution:

Item No. 2: (Proposed by the Board of Directors) Proposal: Amendments to the Procedures for Acquisition or Disposal of Assets, for resolution.

Explanation:In accordance with Financial Supervisory Commission Order No. 1070341072 dated November 26, 2018, promulgating amendments to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, and out of the need to establish Audit Committee replacement supervisors, and conform to the needs of the company’s operations, the company hereby proposes to amend the “Procedures for Acquisition or Disposal of Assets”. The comparison table is attached as Annex 7 (Pages 43 to 63).

Resolution:

Item No. 3: (Proposed by the Board of Directors)

Proposal: Amendments to the Procedures for Lending Funds and Endorsement & Guarantee, for resolution.

Explanation: In accordance with Financial Supervisory Commission Order No. 1080304826 dated March 7, 2019, promulgating amendments to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, and out of the need to establish Audit Committee replacement supervisors, and conform to the needs of the company’s operations, the company hereby proposes to amend the “Procedures for Lending Funds and Endorsement & Guarantee”. The comparison table is attached as Annex 8 (Pages 64 to 71).

Resolution:

Item No. 4: (Proposed by the Board of Directors)

Proposal: Amendments to the Rules for Election of Directors and Supervisors, for resolution.

Explanation: The Audit Committee takes the place of the Supervisors in accordance with Article 14-4 of the Securities and Exchange Act. To comply with the establishment of the Audit Committee, the company hereby proposes to amend the “Rules for Election of Directors and Supervisors”. The revised rules are entitled "Rules for Election of Directors". The comparison table is attached as Annex 9 (Pages 72 to 75).

Resolution:

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Election Matters

Item No. 1: (Proposed by the Board of Directors)

Proposal: Election of the 9[th] Term Directors, for election.

Explanation: 1.The term of the 8th Term directors and supervisors conclude as of June 2, 2019. In accordance with the law, an election will be held at this year's Regular Shareholders’ Meeting. However, this year's Regular Shareholders’ Meeting will be held June 21, 2019, and as a result, all directors' and supervisors' terms will conclude as of this Regular Shareholders’ Meeting.
The Company shall assemble an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is formed by all independent directors, and thus as of the 9th term directors, there is no need to elect supervisors.
According to Article 13 of the amended Articles of Incorporation, the 9[th] term shall elect 7 directors (including 3 independent directors). The election of directors shall use a candidate nomination system, with the shareholders electing the directors from a candidate list. The candidate list for the 9[th] term directors (including independent directors) was passed by resolution of the directors on May 8, 2019. Information on the director candidates' education, experience and number of shares held are attached as Annex 10 (Pages 76 to 79).
The new directors shall serve three years beginning with the date of their election, from June 21, 2019 to June 20, 2022.
This election shall be held in accordance with the amended Rules for Director Elections.

Voting Result:

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Other Matters

Item No. 1: (Proposed by the Board of Directors)

Proposal: Exemption of non-competition limitation for directors of the Company, for resolution.

Explanation:1.According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
2.Candidates for the 9[th] directors’ term (including independent directors) holding concurrent In-Services in other companies are described in Annex 11 (Pages 80 to 81). It is proposed that the Regular Shareholders’ Meeting exempt the prohibition on new directors from participation in competitive business from their date of election.

Resolution:

Questions and Motions

Adjournment

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【 Annex 1 】

WT Microelectronics Co., Ltd. Business Report

1. 2018 Business Report

(1) Business Performance:

The Group’s net consolidated operating revenue in 2018 was NT$273,416.485 million, which exceeded 2017 of NT189,419.235 million by 44.34%. The net profit after tax in 2018 was NT$2,778.515 million, which was higher than that of NT$2,520.136 million in 2017, showing an increase of NT$258.379 million and growth of 10.25%. In 2018, the application of various products demonstrated a significant growth trend. The growth came from the addition of new product lines in the fields of communication, personal computers, and consumer electronics, as well as the benefits of merging Maxtek Technology. In addition, industrial products benefit from the strong demand for automation and instrumentation, and automotive electronics continue to benefit from the increase in semiconductor applications. In addition to the growth in various product applications, we will continue to improve operational efficiency, optimize operational management systems, enhance our financial management system, and strengthen human resource management, in order to enhance the Company’s capability to provide added value to the semiconductor industry supply chain and thus increase the long-term return on equity.

Unit: NT$1,000

Item	2017	2018	Increase (Decrease)	Rate of change %
Operating revenue	189,419,235	273,416,485	83,997,250	44.34%
Operating	3,918,170	5,253,715	1,335,545	34.09%
Net profit after tax	2,520,136	2,778,515	258,379	10.25%

(2) Financial revenue and expenditure and profitability analysis:

	Item	2017	2018
Capital structure	Debt to asset ratio(%)	73.28	76.76
	Long-term funds to fixed Assets Ratio(%)	2,890.21	2,264.71
Solvency	Current ratio(%)	134.13	124.69
	Quick ratio(%)	70.34	58.45
Profitability	Return on total assets(%)	4.34	4.13
	Return on equity (%)	13.63	13.27
	Netprofit margin(%)	1.33	1.02
	Basic earnings per share(NT$)(Note)	5.26	5.02

Note: The basic earnings per share is based on the weighted average number of outstanding shares in the current year and the calculation using the number of weighted

outstanding shares increased by retroactive adjustment of convertible corporate bonds.

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(3) Research and development status:

Due to the significant evolution of semiconductor technology and processes, the advancement of computer processing capabilities, the advent of next-generation networks, and the introduction of more diverse sensing components, the market has recently produced many smart products and related applications to meet people's modern needs, such as the advanced driver assistance system (ADAS), biometrics, Internet of Things, smart home, optical ranging sensors, and many smart component applications, which will become the highlight of the next-generation semiconductor industry. In addition to advancing key electronic components, such as high-performance RF power components for WiFi6 application, infrared lasers and infrared light-emitting diodes, MEMS components, high-performance microprocessors, high-performance power components, Multi-port 100G networking switch, high-precision Analog components, etc., the Group is involving more system integration personnel to actually develop and participate in designing and providing comprehensive solutions in order to comprehend the huge business opportunities derived from this mobile generation. For example, such efforts include multifunctional illuminator in an integrated optical reference design and power over ethernet with high isolation type reference design. To provide sufficient technology to support system design and product development in these new platforms, the Group will continue to invest and accumulate system integration knowledge and technology to enhance the technical quality of overall R&D. Furthermore, the Group will continue to cooperate with world-class chip design manufacturers to provide customers with high-quality technical services and complete solutions. The following table shows the research and development expenditures for the last three years:

xpenditures for the last three years:
		Unit: NT$1,000
Item	2016	2017	2018
Net operating revenue	144,147,461	189,419,235	273,416,485
R & D expenses	304,838	318,726	367,592
R&D expenses as a percentage of revenue	0.21%	0.17%	0.13%

2. 2019 Business Plan

In 2019, the global economic outlook remains uncertain, the Company will formulate business strategy based on the overall economic situation and market conditions, continue to improve the overall market positioning in the Asia-Pacific semiconductor market and increase market share and profit; in addition, the Company will improve risk management and operational efficiency, optimize operational management systems, and strengthen financial and human resources management to provide additional values for the semiconductor industry chain and further increase the return on equity.

(1) Strategies:

�Introduce new product lines and new markets: According to long-term development strategy plan, the Compamy will optimize portfolios by introducing new product lines that accord with the market demand and have high margin, improving the capability of product and market planning, perfecting the market layout of non-3C products, and increasing the shipments in automotive electronics, cloud data centers, industrial control, and smart IoT, etc.

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�Improve client penetration and expansion: Optimize management, quality of services, and product penetration for existing clients; expand quality clients from automotive electronics, industrial control, IOT, and medical treatment, improve sales of existing clients and applications of existing products, and cooperate more closely with leading vendors in every industry; provide quality technical support and all-round solutions, promote products more efficiently, and maintain a long-term relationship with new clients.
�Perfect value-added services: Help original manufacturers design through solid customer relationships and a quick response to the market; increase the additional values of products and the Company’s overall profits through strong technical support for clients’ development of new products.

(2) Management:

�Improve the operational risk control: Due to some uncertainties in the global economy and technology industry chain, the company will operate more steadily . The Company will thoroughly control the inventory level, billing period, accounts receivable, exchange rate hedging, working capital, contractual risk identification, and bank credit and build the abnormality management system.
�Continuously improve operational efficiency and profitability: Improve the capability of operational management through optimizing operating procedures and strengthening an operating management system; adjust expenses to improve profitability and productivity; continuously focus on the return on working capital (ROWC) and return on equity (ROE).
�Strengthen financial control and build a solid and flexible financial system: The Group adopts the all-round risk control and management system, which allows the management to identify and measure the market risk, credit, risk, liquidity risk, and cash flow risk. With the solid internal control system and operating procedures, the Group considers economics, competitions, and market risks in a timely manner and asks sales representatives and financial supervisors to regularly follow up the collection of accounts receivable. In addition, the Group increases the flexibility in the use of funds through various channels to lower the cost and operational risk.

(3) Human Resources:

�Improve organizational management:

Timely adjust the organizational structure and staffing based on the changes in the market, internal operations, and future development to allow both the Company and employees to quickly respond to challenges in a changing market.

�Perfect employees’ quality:

Long-term reserve: Recruit outstanding young talents in accordance with the Company’s long-term development strategies in order to optimize the Company’s staffing and competitiveness.
New employee training: Strengthen new employee training, which allows employees to become familiar with products and applications and provide value-added services that meet clients’ needs; in addition, set up a communication channel between the management and employees to communicate the corporate cultures and philosophy.
Potential talent development: Discover talents with high potentials and customize development plans through best job training and capacity upgrades; enhance the cultivation of administrators of all levels.

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�Strengthen performance management:

Emphasize employees’ duties and missions and consistent implementation.
Review operating achievements and productivity and set up a more practical and specific targets and KPI.

Chairman: CHENG, WEN-TSUNG

Manager: CHENG, WEN-TSUNG

Accounting Supervisor: YANG, HSING-YU

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【 Annex 2-1 】

WT Microelectronics Co., Ltd. Supervisors’ Review Report

The Board of Directors have prepared and submitted to us 2018 Parent Company Only Financial Statements and Consolidated Financial Statements audited by CPA Hsu, Sheng-Chung and CPA Wu, Han-Chi from PricewaterhouseCoopers Taiwan and 2018 Business Report,. We, the Supervisors, have duly examined the same as correct and accurate. We hereby report to the 2019 Regular Shareholders’ Meeting in accordance to Article 219 of Company Act.

Sincerely,

2019 Regular Shareholders’ Meeting WT Microelectronics Co., Ltd.

Supervisor: TANG YE INVESTMENT CO., LTD.

Representative: WU, CHIH-HSIUNG

Supervisor: HU, HSIU-HSING

March 22, 2019

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【 Annex 2-2 】

WT Microelectronics Co., Ltd. Supervisors’ Review Report

The Board of Directors have prepared and submitted to us Table for Distribution of Earnings in 2018. We, the Supervisors, have duly examined the same as correct and accurate. We hereby report to the 2019 Regular Shareholders’ Meeting in accordance to Article 219 of Company Act.

Sincerely,

2019 Regular Shareholders’ Meeting WT Microelectronics Co., Ltd.

Supervisor: TANG YE INVESTMENT CO., LTD.

Representative: WU, CHIH-HSIUNG

Supervisor: HU, HSIU-HSING

May 8, 2019

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【Annex 3】

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of WT Microelectronics Co., Ltd. and Subsidiaries

Opinion

We have audited the accompanying consolidated balance sheets of WT Microelectronics Co., Ltd. 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.

Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Recognition of supplier rebates

Description

Refer to Note 4(13) for accounting policies on supplier rebates.

The Group is primarily engaged in the sale of electronic and communication components. In line with industry practice, the Group has entered into rebate arrangements with its suppliers for various kinds and quantities of inventories. The Group calculates the amount of supplier rebates in accordance with the arrangement, and recognises it as a deduction of accounts payable to suppliers, and also a deduction of cost of sales or inventory depending on whether the inventories have been sold. The Group pays the net purchase price, after confirmation that the rebate is granted and the credit memo from its suppliers has been received.

As the terms of different types of supplier rebates vary and changes frequently, and the calculation

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is complex, the Group relies on the information system to gather related transaction information, and manually matches each inventory category with its corresponding rebate term to calculate the supplier rebate that should be recognised. Since the supplier rebate is material to the financial statements and requires more audit effort to address this audit matter, the recognition of supplier rebate has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A.Obtained an understanding and assessed the internal controls related to supplier rebates, and tested the effectiveness of relevant internal controls to verify whether major supplier rebates had been reviewed by responsible management, and the inventory cost had been correctly deducted and paid in net amount based on the credit memo approved by suppliers;
B.Performed trend analysis on the ratio of supplier rebates to corresponding transaction amount;
C.Sampled supplier rebates and tested whether the transaction quantities which were used in the calculation were consistent with its original transaction data, and obtained arrangements and calculation worksheets to ensure that the rebate recognition was consistent with the arrangements;
D.Sampled the supplier rebates which were recognised before balance sheet date but have not yet been confirmed by suppliers, verified its consistency and reasonableness with subsequent credit memos approved by suppliers after the balance sheet date, and confirmed whether there were any material differences; and
E.Performed confirmation of selected material accounts payable, examined whether there is a significant difference between the amount of supplier rebates recognised based on the arrangements and the amount indicated in the suppliers’ confirmation, and investigated the differences, if any.

Impairment assessment of goodwill

Description

Refer to Note 4(19) for accounting policies on goodwill impairment, Note 5(2) for the uncertainty of accounting estimates and assumptions in relation to goodwill impairment, and Note 6(8) for details of goodwill impairment.

The Group acquired 100% shares of stock of target companies or electronic components distribution business by cash or through exchange of shares of stock. The purchase price was allocated to the net identifiable assets acquired at fair value in accordance with the accounting policies on business combinations. The goodwill which was generated from purchase price allocation was presented in “Intangible assets - goodwill”. As at December 31, 2018, the Group’s goodwill amounted to NT$1,867,821 thousand.

Relative to the aforementioned acquired company and distribution business, some distribution business were managed by other operating segments in the same district after the acquisition due to management purpose. After identifying the smallest cash generating unit which can generate independent cash flows, the Group uses the expected 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. The above expected future cash flows of each cash generating unit are based on its own financial forecast for the next 5 years. As the assumptions used in the forecast requires management judgement and involves a high degree of uncertainty that may have a material effect in determining the recoverable amount and goodwill impairment assessment, we consider the impairment assessment of goodwill a key audit matter.

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How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A.Assessed the consistency of smallest cash generating unit which was identified by management and used in goodwill allocation, and the lowest level at which management monitored the goodwill;
B.Assessed management’s assessment process of each cash generating unit and determined whether the future cash flows used in valuation model for the next 5 years are consistent with the operating plan which was approved by the Board of Directors;
C.As the recoverable amount was determined by value-in–use, ascertained the reasonableness of each estimated growth rate, discount rate and other significant assumptions and performed the following:
(a)Compared the reasonableness of estimated growth rate with historical data, economic and external industry forecast information;
(b)Compared discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
(c)Checked the parameters of valuation model and the setting of calculation formula.
D.Compared the higher of recoverable amount and book value of each cash generating unit to verify the appropriateness of impairment assessment.

Assessment of allowance for inventory valuation losses

Description

Refer to Note 4(13) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(4) for details of inventory valuation. As at December 31, 2018, the Group’s inventories and allowance for inventory valuation losses were NT$47,835,404 thousand and NT$959,984 thousand, respectively.

The Group is primarily engaged in the sales of various kinds of electronic components. Due to rapid technology innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due from market value decline or obsolescence. For non-obsolete inventories, the net realisable value is estimated based on the estimated selling price in a certain period around balance sheet date. For aged inventories and individually determined as obsolete inventories, the net realisable value is determined based on historical experience of inventory usage and sales discount. Since the amount of inventory is material, inventory types vary, sources of information in calculating the net realisable value of each type of inventories are many, and the identification of obsolete and damaged inventory and its net realisable value are subject to management’s judgement, we consider the assessment of allowance for inventory valuation losses a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A.Obtained an understanding and evaluated the process of inventory and warehouse management, examined the annual plan and participated in stock take to assess the effectiveness of management’s identification and controls on obsolete inventory;
B.Obtained an understanding of the Group’s nature of business and industry and assessed whether the provision policies and procedures were applied reasonably and consistently in all the periods; and
C.Obtained the net realisable value statement of each inventory, assessed whether the estimation

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policy was consistently applied, and tested relevant parameters, including the original data for sales and purchases and obtained supporting documents.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of WT Microelectronics Co., Ltd. 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 supervisors, 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:

A.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.
B.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.
C.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D.Conclude on the appropriateness of management’s use of the going concern basis of accounting

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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.

E.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.
F.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.

Hsu, Sheng-Chung Wu, Han-Chi

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 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 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.

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WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2018 AMOUNT % $ 3,335,181 4 24,350 - - - 36,127,336 39 2,089,219 2 46,875,420 50 342,572 - 89,438 - 88,883,516 95 521,477 - - - - - 246,346 - 995,294 1 104,942 - 1,878,609 2 660,027 1 534,597 1 4,941,292 5 $ 93,824,808 100	December31,2017	December31,2017
	AMOUNT $ 3,335,181 24,350 - 36,127,336 2,089,219 46,875,420 342,572 89,438 88,883,516 521,477 - - 246,346 995,294 104,942 1,878,609 660,027 534,597 4,941,292 $ 93,824,808	AMOUNT $ 2,288,075 - 466,686 32,326,085 1,344,146 33,113,757 347,727 466,492 70,352,968 - 642,252 9,143 348,138 785,965 105,756 1,663,682 567,902 690,342 4,813,180 $ 75,166,148	%
Current assets 1100 Cash and cash equivalents 1120 Financial assets at fair value through other comprehensive income - current 1125 Available-for-sale financial assets - current 1170 Accounts receivable, net 1200 Other receivables 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1523 Available-for-sale financial assets, net - non-current 1543 Financial assets carried at cost – non-current 1550 Investments accounted for using 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			3 - 1 43 2 44 - 1
			94
			- 1 - - 1 - 2 1 1
			6
			100

(Continued)

-18-

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December31,2018 December31,2017 Notes AMOUNT % AMOUNT % 6(10) $ 26,112,763 28 $ 24,362,972 32 6(11) 1,828,513 2 1,499,017 2 6(12) 3,994 - 7,777 - 6(23) 118,246 - - - 37,997,769 40 24,462,653 33 6(13) 1,722,862 2 1,418,610 2 639,616 1 537,108 1 6(14)(15) 1,937,468 2 - - 6(23) 879,111 1 - - 43,961 - 161,941 - 71,284,303 76 52,450,078 70 6(14) - - 1,216,527 2 6(15) 122,860 - 982,120 1 6(29) 465,646 1 352,924 - 6(16) 144,411 - 82,931 - 732,917 1 2,634,502 3 72,017,220 77 55,084,580 73 6(18) 5,551,889 6 5,522,227 7 24,217 - 392 - 6(19) 8,773,382 9 8,660,739 12 6(20) 1,741,965 2 1,489,975 2 109,102 - - - 5,749,889 6 4,516,703 6 6(21) ( 143,568) - ( 109,102) - 21,806,876 23 20,080,934 27 6(22) 712 - 634 - 21,807,588 23 20,081,568 27 9 $ 93,824,808 100 $ 75,166,148 100	December31,2017	December31,2017
			%
Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2320 Long-term liabilities, current portion 2365 Refund liabilities - current 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term loans 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Share capital - common stock 3130 Certificates of entitlement to new shares from convertible bonds Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Commitments and contingent liabilities 3X2X Total liabilities and equity			32 2 - - 33 2 1 - - -
			70
			2 1 - -
			3
			73
			7 - 12 2 - 6 -
			27 -
			27
			100

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

-19-

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars, except for earnings per share)

Items	YearendedDecember31	YearendedDecember31
	2018	2017
			%
4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of loss of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year
			2
			- - - -
			-
			2 -
			2

(Continued)

-20-

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars, except for earnings per share)

Items	YearendedDecember31	YearendedDecember31	YearendedDecember31
	2018	2017 % AMOUNT % - ($ 8,620) - - - - - 1,466 - - ( 7,154) - - ( 1,139,887) ( 1) - ( 151,466) - - 806 - - 1,872 - - ( 1,288,675) ( 1) - ($ 1,295,829) ( 1) 1 $ 1,224,307 1 1 $ 2,519,897 2 - 239 - 1 $ 2,520,136 2 1 $ 1,224,141 1 - 166 - 1 $ 1,224,307 1 5.02 $ 5.26 4.71 $ 4.89	2017
	AMOUNT ($ 6,446) ( 317,172) 1,661 ( 321,957) 590,295 - ( 5,941) ( 1,395) 582,959 $ 261,002 $ 3,039,517 $ 2,778,229 286 $ 2,778,515 $ 3,039,224 293 $ 3,039,517 $			%
Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans 8316 Unrealised loss on valuation of equity investment instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 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 8361 Financial statements translation differences of foreign operations 8362 Unrealised loss on valuation of available-for-sale financial assets 8370 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method 8399 Income tax related to components of other comprehensive (loss) income that will be reclassified to profit or loss 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share				- - -
				-
				1
				2 -
				2
				1 -
				1
				5.26
	$		$	4.89

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

-21-

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

Notes					Equityattributable	owners of thepare					Non- controlling interest	Total equity
	Share capital		Capital reserves		Retained earnings			Other equityinterest		Total
	Share capital - common stock	Certificates of bond-to- stock conversion		Legal reserve	Special reserve	Unappropriated retained earnings	Financial statements translation differences of foreign operations	Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income	Unrealised gain or loss on available- for-sale financial assets
6(21) 6(18) 6(17) 6(20) 6(18)(19) 6(19) 6(22) 12(4) 6(21) 6(20) 6(18)(19) 6(22) 6(21)	$ 4,715,196 - - - 750,000 - - - 57,031 - - $ 5,522,227 $ 5,522,227 - 5,522,227 - - - - - - 29,662 - - $ 5,551,889	$ - - - - - - - - 392 - - $ 392 $ 392 - 392 - - - - - - 23,825 - - $ 24,217	$ 6,372,059 - - - 2,100,000 49,037 - - 140,164 ( 521 ) - $ 8,660,739 $ 8,660,739 - 8,660,739 - - - - - - 112,643 - - $ 8,773,382	$ 1,320,029 - - - - - 169,946 - - - - $ 1,489,975 $ 1,489,975 - 1,489,975 - - - 251,990 - - - - - $ 1,741,965	$ - - - - - - - - - - - $ - $ - - - - - - - 109,102 - - - - $ 109,102	$ 3,315,686 2,519,897 ( 7,154 ) 2,512,743 - - ( 169,946 ) ( 1,141,780 ) - - - $ 4,516,703 $ 4,516,703 ( 75,668 ) 4,441,035 2,778,229 ( 4,785 ) 2,773,444 ( 251,990 ) ( 109,102 ) ( 1,381,423 ) - - 277,925 $ 5,749,889	$ 162,084 - ( 1,137,136 ) ( 1,137,136 ) - - - - - - - ($ 975,052 ) ($ 975,052 ) - ( 975,052 ) - 582,952 582,952 - - - - - - ($ 392,100 )	$ - - - - - - - - - - - $ - $ - 843,629 843,629 - ( 317,172 ) ( 317,172 ) - - - - - ( 277,925 ) $ 248,532	$ 1,017,416 - ( 151,466 ) ( 151,466 ) - - - - - - - $ 865,950 $ 865,950 ( 865,950 ) - - - - - - - - - - $ -	$ 16,902,470 2,519,897 ( 1,295,756 ) 1,224,141 2,850,000 49,037 - ( 1,141,780 ) 197,587 ( 521 ) - $ 20,080,934 $ 20,080,934 ( 97,989 ) 19,982,945 2,778,229 260,995 3,039,224 - - ( 1,381,423 ) 166,130 - - $ 21,806,876	$ 640 239 ( 73 ) 166 - - - - - - ( 172 ) $ 634 $ 634 - 634 286 7 293 - - - - ( 215 ) - $ 712	$ 16,903,110 2,520,136 ( 1,295,829 ) 1,224,307 2,850,000 49,037 - ( 1,141,780 ) 197,587 ( 521 ) ( 172 ) $ 20,081,568 $ 20,081,568 ( 97,989 ) 19,983,579 2,778,515 261,002 3,039,517 - - ( 1,381,423 ) 166,130 ( 215 ) - $ 21,807,588

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

-22-

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortisation
Impairment loss determined in accordance
with IFRS 9/ Provision for doubtful accounts
Net (income) loss on financial liabilities at fair
value through profit or loss
Impairment loss on financial assets carried at
cost
Other current liabilities transferred to
revenue
Share-based payment
Share of loss of associates and joint ventures
accounted for using equity method
Loss on disposal of property, plant and
equipment, net
Gain on disposal of investments
Interest expense
Interest income
Dividends income
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Financial assets and liabilities at fair value
through profit or loss
Contract liabilities
Accounts payable
Other payables
Other current liabilities (included in refund
liabilities)
Accrued pension liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows used in operating
activities

Notes
2018
2017
$ 3,620,810
$ 3,104,890
6(27)
83,271
62,882
6(27)
10,642
10,874
12(2)
59,845
199,421
6(25)
(
80,128 )
6,862
6(25)
-
7,694
6(24)
-
(
2,888 )
6(17)
-
49,037
6(5)
103,660
95,170
6(25)
838
425
6(25)
-
(
243,817 )
6(26)
902,649
549,716
6(24)
(
13,232 )
(
9,217 )
6(24)
(
17,634 )
(
8,250 )
(
2,483,886 )
(
28,859 )
(
703,121 )
1,309,985
(
12,660,421 )
(
11,299,814 )
30,863
(
118,821 )
76,352
915
(
10,553 )
-
12,189,354
6,242,518
193,667
162,811
(
16,418 )
(
59,713 )
(
180 )
(
5,228)
1,286,378
26,593
13,232
9,217
17,634
8,250
(
862,978 )
(
527,359 )
(
673,951 )
(
487,302 )
(
219,685)
(
970,601 )

(Continued)

-23-

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
other comprehensive income
Proceeds from disposal of financial assets at fair
value through other comprehensive income
Proceeds from disposal of available-for-sale
financial assets
Decrease (increase) in other financial assets
Proceeds from capital reduction of financial assets
at cost
Acquisition of investments accounted for using
equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Net cash payments for business combination
Increase in other non-current assets
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Increase in short-term notes and bills payable
Proceeds from long-term loans
Payments of long-term loans
Increase (decrease) in other non-current liabilities
Issuance of common stock for cash
Cash dividends paid to non-controlling interest
Cash dividends paid
Net cash flows from financing activities
Effect of exchange rate changes
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2018
2017
( $ 31,601 )
$ -
6(2)
305,528
-
-
255,168
382,482
(
8,293 )
-
5,700
-
(
237,685 )
6(32)
(
168,353 )
(
98,431 )
1,495
1,976
6(8)
(
3,262 )
(
4,810 )
6(31)
(
191,729 )
(
609,641 )
(
73,602 )
(
114,337 )
220,958
(
810,353 )
6(33)
2,495,603
(
1,764,589 )
6(33)
318,426
1,199,116
6(33)
-
982,120
6(33)
(
750,000 )
-
55,220
(
197 )
6(18)(19)
-
2,850,000
6(22)
(
215 )
(
172 )
6(20)
(
1,381,423 )
(
1,141,780 )
737,611
2,124,498
308,222
(
136,241 )
1,047,106
207,303
2,288,075
2,080,772
$ 3,335,181
$ 2,288,075

-24-

【 Annex 4 】

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of WT Microelectronics Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of WT Microelectronics Co., Ltd. (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 parent company only 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 Parent Company Only 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 parent company only 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.

Key audit matters for the parent company only financial statements of the current period are stated as follows:

Recognition of supplier rebates

Description

Refer to Note 4(12) for accounting policies on supplier rebates.

The Company is primarily engaged in sale of electronic and communication components. In line with industry practice, the Company has entered into rebate arrangements with its suppliers for various kinds and quantities of inventories. The Company calculates the amount of supplier rebates in accordance with the arrangement, and recognises it as a deduction of accounts payable to suppliers, and also a deduction of cost of sales or inventory depending on whether the inventories have been sold. The Company pays the net purchase price, after confirmation that the rebate is granted and the credit memo from its suppliers has been received.

As the terms of different types of supplier rebates vary and changes frequently, and the calculation is complex, the Company relies on the information system to gather related transaction

-25-

information, and manually matches each inventory category with its corresponding rebate term to calculate the supplier rebate that should be recognised. Since the supplier rebate is material to the parent company only financial statements, and requires more audit effort to address this audit matter, the recognition of supplier rebate has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A.Obtained an understanding and assessed the internal controls related to supplier rebates, and tested the effectiveness of relevant internal controls to verify whether major supplier rebates had been reviewed by responsible management, and the inventory cost had been correctly deducted and paid in net amount based on the credit memo approved by suppliers;
B.Performed trend analysis on the ratio of supplier rebates to corresponding transaction amount;
C.Sampled supplier rebates and tested whether the transaction quantities which were used in the calculation were consistent with its original transaction data, and obtained arrangements and calculation worksheets to ensure that the rebate recognition was consistent with the arrangements;
D.Sampled the supplier rebates which were recognised before balance sheet date but have not yet been confirmed by suppliers, verified its consistency and reasonableness with subsequent credit memos approved by suppliers after the balance sheet date, and confirmed that there was no material differences; and
E.Performed confirmation of selected material accounts payable, examined whether there is a significant difference between the amount of supplier rebates recognised based on the arrangements and the amount indicated in the suppliers’ confirmation, and investigated the differences, if any.

Impairment assessment of investments accounted for using equity method and goodwill

Description

Refer to Notes 4(13) and 4(18) for accounting policies on investments accounted for using equity method and goodwill impairment, Note 5(2) for the uncertainty of accounting estimates and assumptions in relation to goodwill impairment, and Notes 6(5) and 6(7) for details of investments accounted for using equity method and goodwill impairment.

The Company and its subsidiaries (the “Group”) acquired 100% shares of stock of target companies or electronic components distribution business by cash or through exchange of shares of stock. The purchase price was allocated to the net identifiable assets acquired at fair value in accordance with the accounting policies on business combinations. The goodwill which was generated from purchase price allocation was presented in “Investments accounted for using equity method” and “Intangible assets - goodwill”.

Relative to the aforementioned acquired company and distribution business, some distribution business were managed by other operating segments in the same district after the acquisition due to management purpose. After identifying the smallest cash generating unit which can generate independent cash flow, the Group used the expected 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. The above expected future cash flows of each cash generating unit are based on its own financial forecast for the next 5 years. As the assumptions used in the forecast requires management judgement and involves a high degree of uncertainty that may have a material effect in determining the recoverable amount of investments accounted for using equity method and goodwill impairment assessment, we consider the impairment assessment of goodwill a key audit matter.

-26-

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A.Assessed the consistency of smallest cash generating unit which was identified by management and used in goodwill allocation, and the lowest level at which management monitored the goodwill;
B.Assessed management’s assessment process of each cash generating unit and determined whether the future cash flows used in valuation model for the next 5 years are consistent with the operating plan which was approved by the Board of Directors;
C.As the recoverable amount was determined by value-in–use, ascertained reasonableness of each estimated growth rate, discount rate and other significant assumptions and performed the following:
(a)Compared the reasonableness of estimated growth rate with historical data, economic and external industry forecast information;
(b)Compared discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
(c)Checked the parameters of valuation model and the setting of calculation formula.
D.Compared the higher of recoverable amount and book value of each cash generating unit to verify the appropriateness of impairment assessment.

Assessment of allowance for inventory valuation losses

Description

Refer to Note 4(12) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(4) for details of inventory valuation. As at December 31, 2018, the Company’s inventories and allowances for inventory valuation losses were NT$34,445,437 thousand and NT$678,676 thousand, respectively.

The Company is primarily engaged in sales of various kinds of electronic components. Due to rapid technology innovations, short lifespan of electronic products and fluctuations in market prices, there is a higher risk of inventory losses due from market value decline or obsolescence. For nonobsolete inventories, the net realisable value is estimated based on the estimated selling price in a certain period around balance sheet date. For aged inventories and individually determined as obsolete inventories, the net realisable value is determined based on historical experience of inventory usage and sales discount. Since the amount of inventory is material, inventory types are various, sources of information in calculating the net realisable value of each type of inventories are many, and the identification of obsolete and damaged inventory and its net realisable value are subject to management’s judgement, we consider the assessment of allowance for inventory valuation losses a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A.Obtained an understanding and evaluated the process of inventory and warehouse management, examined the annual plan and participated in stock take to assess the effectiveness of management’s identification and controls on obsolete inventory;
B.Obtained an understanding of the Company’s nature of business and industry and assessed whether the provision policies and procedures were applied reasonably and consistently in all the periods; and
C.Obtained the net realisable value statement of each inventory, assessed whether the estimation policy was consistently applied, and tested relevant parameters, including the original data for

-27-

sales and purchases and obtained supporting documents.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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 supervisors, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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:

A.Identify and assess the risks of material misstatement of the parent company only 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.
B.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.
C.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D.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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

-28-

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.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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.

Hsu, Sheng-Chung Wu, Han-Chi

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 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 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.

-29-

WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2018 AMOUNT % $ 361,779 1 12,348,685 16 9,658,282 12 814,646 1 740,199 1 33,766,761 43 211,472 - 57,901,824 74 12,175 - - - 18,773,483 24 473,628 1 228,117 - 408,584 1 117,260 - 20,013,247 26 $ 77,915,071 100	December 31, 2017	December 31, 2017
	AMOUNT $ 361,779 12,348,685 9,658,282 814,646 740,199 33,766,761 211,472 57,901,824 12,175 - 18,773,483 473,628 228,117 408,584 117,260 20,013,247 $ 77,915,071	AMOUNT $ 398,883 9,541,275 4,281,760 608,035 4,715 21,257,304 128,824 36,220,796 - 12,175 18,031,583 428,680 61,338 367,186 87,282 18,988,244 $ 55,209,040	%
Current assets 1100 Cash and cash equivalents 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1543 Financial assets carried at cost - non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			1 17 8 1 - 39 -
			66
			- - 32 1 - 1 -
			34
			100

(Continued)

-30-

WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY 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(8) $ 16,486,561 21 $ 12,451,991 22 6(9) 1,348,885 2 1,149,289 2 6(10) 3,537 - 7,777 - 6(20) and 7 2,145,327 3 - - 31,458,629 40 16,097,844 29 7 313,360 - 1,469,396 3 6(11) 899,979 1 700,121 1 7 3,871 - 7,121 - 287,843 - 315,707 1 6(12)(13) 1,937,468 3 - - 6(20) 519,642 1 - - 7 196,434 - 439,261 1 55,601,536 71 32,638,507 59 6(12) - - 1,216,527 2 6(13) 122,860 - 982,120 2 6(26) 368,005 1 276,261 1 6(14) 15,794 - 14,691 - 506,659 1 2,489,599 5 56,108,195 72 35,128,106 64 6(16) 5,551,889 7 5,522,227 10 24,217 - 392 - 6(17) 8,773,382 11 8,660,739 15 6(18) 1,741,965 2 1,489,975 3 109,102 - - - 5,749,889 8 4,516,703 8 6(19) ( 143,568) - ( 109,102) - 21,806,876 28 20,080,934 36 9 $ 77,915,071 100 $ 55,209,040 100	December 31, 2017	December 31, 2017
			%
Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2320 Long-term liabilities, current portion 2365 Refund liabilities - current 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term loans 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital - common stock 3130 Certificates of entitlement to new shares from convertible bonds Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Commitments and contingent liabilities 3X2X Total liabilities and equity			22 2 - - 29 3 1 - 1 - - 1
			59
			2 2 1 -
			5
			64
			10 - 15 3 - 8 -
			36
			100

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

-31-

WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars, except for earnings per share)

Items	YearendedDecember31	YearendedDecember31
	2018	2017
			%
4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans 8330 Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for using equity method 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 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 8361 Financial statements translation differences of foreign operations 8380 Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share			100 ( 97)
			3
	$

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

-32-

WT MICROELECTRONICS CO., LTD.

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

(Expressed in thousands of New Taiwan dollars)

2017 Balance at January 1, 2017 Profit for the year Other comprehensive loss Total comprehensive income (loss) Issuance of common stock for cash Share-based payments Appropriations of 2016 earnings: Legal reserve Cash dividends Conversion of convertible bonds Changes in equity of associates accounted for using equity method Balance at December 31, 2017 2018 Balance at January 1, 2018 Effects of retrospective application Adjusted balance at January 1, 2018 Profit for the year Other comprehensive loss Total comprehensive income (loss) Appropriations of 2017 earnings: Legal reserve Special reserve Cash dividends Conversion of convertible bonds Disposal of financial assets at fair value through other comprehensive income Balance at December 31, 2018	Notes		Share	capital	capital		Capital reserves				Retained earnings				Ot	herequityinteres	t			Total equity
			Share capital - common stock		Certificates of bond-to-stock conversion				Legal reserve		Special reserve		Unappropriated retained earnings	Financial statements translation differences of foreign operations		Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income		Unrealised gain or loss on available- for-sale financial assets
	6(14)(19)(26) 6(16) 6(18) 6(16) 6(14)(19)(26) 6(18) 6(16)		$ 4,715,196 - - - 750,000 - - - 57,031 - $ 5,522,227 $ 5,522,227 - 5,522,227 - - - - - - 29,662 - $ 5,551,889		$ - - - - - - - - 392 - $ 392 $ 392 - 392 - - - - - - 23,825 - $ 24,217	$ 6,372,059 - - - 2,100,000 49,037 - - 140,164 ( 521 ) $ 8,660,739 $ 8,660,739 - 8,660,739 - - - - - - 112,643 - $ 8,773,382			$ 1,320,029 - - - - - 169,946 - - - $ 1,489,975 $ 1,489,975 - 1,489,975 - - - 251,990 - - - - $ 1,741,965		$ - - - - - - - - - - $ - $ - - - - - - - 109,102 - - - $ 109,102	$ 3,315,686 2,519,897 ( 7,154 ) 2,512,743 - - ( 169,946 ) ( 1,141,780 ) - - $ 4,516,703 $ 4,516,703 ( 75,668 ) 4,441,035 2,778,229 ( 4,785 ) 2,773,444 ( 251,990 ) ( 109,102 ) ( 1,381,423 ) - 277,925 $ 5,749,889		$ 162,084 - ( 1,137,136 ) ( 1,137,136 ) - - - - - - ($ 975,052 ) ($ 975,052 ) - ( 975,052 ) - 582,952 582,952 - - - - - ($ 392,100 )	$ - - - - - - - - - - $ - $ - 843,629 843,629 - ( 317,172 ) ( 317,172 ) - - - - ( 277,925 ) $ 248,532		$ 1,017,416 - ( 151,466 ) ( 151,466 ) - - - - - - $ 865,950 $ 865,950 ( 865,950 ) - - - - - - - - - $ -		$ 16,902,470 2,519,897 ( 1,295,756 ) 1,224,141 2,850,000 49,037 - ( 1,141,780 ) 197,587 ( 521 ) $20,080,934 $ 20,080,934 ( 97,989 ) 19,982,945 2,778,229 260,995 3,039,224 - - ( 1,381,423 ) 166,130 - $ 21,806,876

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

-33-

WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017	WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017	WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017	WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(Expressed in thousands of New Taiwan dollars)
		Notes	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$	3,145,113		$	2,832,944
Adjustments
Adjustments to reconcile profit (loss)
Depreciation	6(24)		47,630			38,108
Amortisation	6(24)		5,773			7,162
Impairment loss determined in accordance	12(2)
with IFRS 9/Provision for doubtful accounts			5,387			50,741
Net (income) loss on financial liabilities at fair	6(22)
value through profit or loss		(	73,458 )			6,862
Share-based payments	6(15)		-			49,037
Share of profit of subsidiaries, associates and
joint ventures accounted for using equity
method		(	1,831,184 )	(		1,423,027 )
Loss on disposal of property, plant and
equipment, net			-			187
Interest expense	6(23)		492,004			353,953
Interest income	6(21)	(	14,737 )	(		10,815 )
Dividend income	6(21)		-	(		440 )
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable		(	2,323,463 )			3,601,939
Accounts receivable - related parties		(	5,376,522 )	(		985,777 )
Other receivables		(	220,293 )			960,095
Inventories		(	12,509,457 )	(		4,686,978 )
Prepayments		(	82,648 )	(		30,540 )
Changes in operating liabilities
Financial liabilities at fair value through
profit or loss			69,218			915
Contract liabilities			1,728,700			-
Accounts payable			15,360,785			1,841,825
Accounts payable - related parties		(	1,156,036 )			871,087
Other payables			180,476			15,165
Other current liabilities			173,800	(		276,471 )
Accrued pension liabilities		(	1,188)	(		1,650)
Cash (outflow) inflow generated from
operations		(	2,380,100 )			3,214,322
Interest received			14,737			10,815
Dividends received			975,455			750,335
Interest paid		(	451,555 )	(		337,775 )
Income taxes paid		(	343,105)	(		253,364)
Net cash flows (used in) from operating
activities		(	2,184,568)			3,384,333

(Continued)

-34-

2017

WT MICROELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars) Notes 2018

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in other receivables - related	7
parties		( $	721,803 )		$	1,731,641
Proceeds from capital reduction of financial assets
carried at cost			-			5,700
Acquisition of investments accounted for using
equity method			-	(		3,495,949 )
Proceeds from capital reduction of subsidiaries			-			1,380
Acquisition of property, plant and equipment	6(6)	(	92,578 )	(		31,254 )
Proceeds from disposal of property, plant and
equipment			-			28
Net cash payments for business combination	6(29)	(	169,290 )			-
Acquisition of intangible assets	6(7)	(	3,262 )	(		4,810 )
(Increase) decrease in other non-current assets		(	34,504 )			3,587
Net cash flows used in investing
activities		(	1,021,437 )	(		1,789,677 )
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings	6(30)		4,784,570	(		4,962,591 )
Increase in short-term notes and bills payable	6(30)		191,630			949,303
Proceeds from long-term loans	6(30)		-			982,120
Repayments of long-term loans	6(30)	(	738,540 )			-
Issuance of common stock for cash	6(16)		-			2,850,000
Cash dividends paid	6(19)	(	1,381,423 )	(		1,141,780 )
Net cash flows from (used in) financing
activities			2,856,237	(		1,322,948 )
Effect of exchange rate changes			312,664	(		435,627 )
Net decrease in cash and cash equivalents		(	37,104 )	(		163,919 )
Cash and cash equivalents at beginning of year			398,883			562,802
Cash and cash equivalents at end of year		$	361,779		$	398,883

-35-

【 Annex 5 】

WT Microelectronics Co., Ltd. Table for Distribution of Earnings 2018

Unit: NT$ Undistributed earnings at the beginning of the period $ 2,774,187,884 Less: Adjustments under IFRS 9 (75,667,989) Remeasurements of defined benefit plan in 2018 (4,784,633) Add：Transfer from disposal of financial assets at fair value through 277,925,205 other comprehensive income to retained earnings Adjusted undistributed earnings 2,971,660,467 Add: Net income after tax in 2018 $ 2,778,228,955 Less: Legal reserve (10%) (277,822,896) Less: Special reserve (34,465,429) Total distributable earnings in 2018 2,465,940,630 Accumulated distributable earnings at the end of the period 5,437,601,097 Less: Distributed earnings Cash dividends (NT$2.36 per share) (1,387,967,354) Total Undistributed earnings at the end of the period $ 4,049,633,743

Note 1: Earnings in 2018 are distributed first. Note 2: Distribution of dividend is based on 588,121,760 shares issued upon resolution of the Board of Directors on May 8, 2019.

Chairman: CHENG, WEN-TSUNG Manager: CHENG, WEN-TSUNG Accounting Supervisor: YANG, HSING-YU

-36-

【 Annex 6 】

WT Microelectronics Co., Ltd. Comparison Table for Amendments to the Articles of Incorporation

		Description of
Article After Amendment	Current Article
		Amendment

Article 1: The Company, organized under the Company Act, shall be named文曄科技股份有限公司in Chinese andWT MICROELECTRONICS CO., LTD.in English.	Article 1: The Company, organized under the Company Act, shall be named WT Microelectronics Co., Ltd.	The Company's English name was added and text was slightly revised in coordination with the amendment to the Company Act.
MICROELECTRONICS CO., LTD.
Article 5: The authorized capital of the Company is NT$10 billion, consisting of 1 billion shares, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required. The total capital mentioned in the preceding paragraph shall reserve NT$900million, consisting of90million shares, with a par value of NT$10 per share, for stock options, preferred stock with warrants, or corporate bonds with warrants.	Article 5: The authorized capital of the Company is NT$10 billion, consisting of 1 billion shares, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required. The total capital mentioned in the preceding paragraph shall reserve NT$820million, consisting of82million shares, with a par value of NT$10 per share, for stock options, preferred stock with warrants, or corporate bonds with warrants.	Revised in coordination with the Company's operational requirements.
Article 6: The Company can invest other companies and become their shareholders;the amount of investment is not limited by 40% of paid-up share capital stipulated in Article 13 of CompanyAct.	Article 6: The Company can invest other companies and become their shareholders.The amount of investment is not limited by 40% of paid-up share capital stipulated in Article 13 of CompanyAct.	Revised a punctuation mark.
Article 7: The share certificates of the Company shall without exception be in registered form, signed by, or affixed with the seals ofdirectors representing the Company, and authenticated by the competent governmental authority upon issuance. Stocksissued by the Companyare not required to be printed. The Company,	Article 7: The share certificates of the Company shall without exception be in registered form, signed by, or affixed with the seals ofthree or more directors, and authenticated by the competent governmental authority upon issuance. Sharesissued by the Companyand registered with centralized securities	The text was revised coordination with the Company Act.

-37-

			Description of
Article After Amendment		Current Article
			Amendment

however, should contact the securities depository and custodian institution for registration of the share certificates.		depository enterprises need not be in certificate form.
Article 7-1: Unless otherwise stipulated, shareholder services of the Company shall be handled in accordance with Regulations Governing the Administration of Shareholder Services of Public Companiespromulgatedby the competent authority.		Article 7-1: Unless otherwise stipulated, shareholder services of the Company shall be handled in accordance with Regulations Governing the Administration of Shareholder Services of Public Companiespublishedby the competent authority.	The text was revised.
Article 7-3:		New article added.	Added subjects eligible for employee bonuses in coordination with the amendment to the Company Act.
Employees
issued by the Company may include employees of subsidiaries that meet certain qualifications.
certain qualifications.

Article 8: Changes to theshareholderregistermay not be made within60 days before an AGM, 30 days before an EGM, or 5 days before the ex-dividend date or the date set for the distribution of bonuses or other benefits.	may	Article 8: Changes to theshareregistershall be suspended since60 days before an AGM, 30 days before an EGM, or 5 days before the ex-dividend date or the date set for the distribution of bonuses or other benefits.	The text was revised.
Article 9: There are two types of shareholders' meetings: regular shareholders meetings and extraordinary shareholders meetings. The regular shareholders' meeting isconvenedonce a year within six months of the close of the fiscal year by the board of directors in accordance with the law;Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.		Article 9: There are two types of shareholders' meetings: regular shareholders meetings and extraordinary shareholders meetings. The regular shareholders' meeting isheldonce a year within six months of the close of the fiscal year by the board of directors in accordance with the law.Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.	Revised a punctuation mark and the text.
Article 10: For any shareholders' meeting, a shareholder who may not attend the meeting due to certain reasons shall appoint a proxy in accordance with Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings		Article 10: For any shareholders' meeting, a shareholder who may not attend the meeting due to certain reasons shall appoint a proxy in accordance with Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings	The text was revised.

-38-

					Description of
Article After	Amendment		Current Article
					Amendment

of Public Companiespromulgatedby the competent authority.			of Public Companiespublishedby the competent authority.
Article 11-1: Resolutions at a Shareholders'Meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one- half of the total number of voting shares.			Article 11-1: (Deleted).		Specified the resolution method of shareholders' meetings in the Articles of Incorporation.
half of the total number
Chapter 4: Directors and Committee		Audit	Chapter 4: Directors and	Supervisors	Established an audit committee to replace supervisors.
Article 13: The Company shall have five to nine directors, including at least3 independent directors that represent no less than 1/5 of total directors. The number of directors shall be decided by the board of directors to meet this requirement. The term of office shall be three years, and they may continue in office if re-elected. Pursuant to Article 192-1 of the Company Act, the election of directors shall be based on a candidate nomination system. Directors of the Company shall be selected from the list of candidates in the shareholders' meeting. The election of directors and independent directors shall be held at the same time and voted separately. The aggregate shareholding percentages of all directors in their entirety shall comply with the regulations prescribed by the competent authority.			Article 13: The Company shall have five to nine directors, including at least2 independent directors that represent no less than 1/5 of total directors. The number of directors shall be decided by the board of directors to meet this requirement, and there shall be two supervisors. Pursuant to Article 192-1and Article 216-1of the Company Act, the election of directorsand supervisorsshall be based on a candidate nomination system. Directorsand supervisorsof the Company shall be selected from the list of candidates in the shareholders' meeting.The term of office shall be three years, and they may continue in office if re-elected.The election of directors and independent directors shall be held at the same time and voted separately. The aggregate shareholding percentages of all directorsand supervisorsin their entirety shalleachcomply with the regulations prescribed by the competent authority.		Established an audit committee to replace supervisors, so provisions related to supervisors were deleted and the text was revised.
Article 13-1: The Company shall assemble an Audit Committee in accordance with Article			New article added.		Established an audit committee to

-39-

		Description of
Article After Amendment	Current Article
		Amendment

14-4 of the Securities and Exchange Act. The Audit Committee is formed by all independent directors and responsible for carrying out the supervisor duties specified in the Company Act, Securities and Exchange Act and other relevant regulations.		replace supervisors.
Article 14-2: Unless otherwise stipulated in Company Act, meetings of the board of directors shall be convened by the chairman of the board of directors. Board of directors’ meetings shall be announced to all directors with the reasons for the meetings stated seven days in advance. A board of directors' meeting may be called at any time in the event of an emergency. Meetingnotices may beeffectedin writing or by means of fax or electronic transmission. A director may authorize a director to attend the meeting of the board of directors on behalf of them with the power of attorney stating the scope of authorization. A director may only be made proxy,as referred to in the preceding paragraph, for a maximum of one other director.	Article 14-2: Unless otherwise stipulated in Company Act, meetings of the board of directors shall be convened by the chairman of the board of directors. Board of directors’ meetings shall be announced to all directorsand supervisorswith the reasons for the meetings stated seven days in advance. A board of directors' meeting may be called at any time in the event of an emergency. Meetingsmay be announcedin writing or by means of fax or electronic transmission. A director may authorize a director to attend the meeting of the board of directors on behalf of them with the power of attorney stating the scope of authorization. A director may only be made proxy as referred to in the preceding paragraph for a maximum of one other director.	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted and the text was revised.
Article 16: The remuneration of directors shall be proposed by Remuneration Committee considering the participation in the Company's operations and contributions and referring to the Company's business performance and the normal standards in the same trade, and submitted to the board of directors for resolution.	Article 16: The remuneration of directorsand supervisorsshall be proposed by Remuneration Committee considering the participation in the Company's operations and contributions and referring to the Company's business performance and the normal standards in the same trade, and submitted to the board of directors for resolution.	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted.
Article 16-1: The Company mayobtainliability insurance for directors in order to reduce the risk of accusation by shareholders or other interested parties due to the performance of duties in accordance with applicable laws and	Article 16-1: The Company maybuyliability insurance for directors in order to reduce the risk of accusation by shareholders or other interested parties due to the performance of duties in accordance with applicable laws and regulations.	Established an audit committee to replace supervisors, so provisions related to

-40-

		Description of
Article After Amendment	Current Article
		Amendment

regulations.	The same applies to supervisors of the Company.	supervisors were deleted.
	Company.
Article 18: The Company's board of directors is responsible for preparing the following statements and reports after the end of eachfiscal year,whichshall beraised at the regular shareholders' meeting for acknowledgmentin accordance with the law. I. Business Report. II.Financial Statements. III. Proposal Concerning Appropriation of Net Profits or Recovering of Losses.	Article 18: Pursuant to	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted and the text was revised.
	be submitted by the board of directors tothe regular shareholders' meeting for acknowledgment. I. Business Report. II. Financial Statements. III. Proposal Concerning Appropriation of Net Profits or Recoveringof Losses.
Article 19: If the Company makes profits (which mean profits before tax without deducting the remuneration of employees and directors), more than 1% of such profits shall be distributed to employees and up to 3% to directors as their remuneration. If the Company has accumulated losses, the reserve shall be appropriated to offset such losses. The employee bonuses mentioned in the preceding paragraph shall be distributed by stock or cash to eligible employees, which may includesubordinate companies’employeeswith certain qualifications. The remuneration of directors may only bedistributedin cash. The board of directors shall resolve on the matters mentioned in two preceding paragraphs and report in the Regular Shareholders' Meeting.	Article 19: If the Company makes profits (which mean profits before tax without deducting the remuneration of employees and directorsand supervisors), more than 1% of such profits shall be distributed to employees and up to 3% to directorsand supervisorsas their remuneration. If the Company has accumulated losses, the reserve shall be appropriated to offset such losses. The employee bonuses mentioned in the preceding paragraph shall be distributed by stock or cash to eligible employees, which may includeemployees of subordinate companieswith certain qualifications. The remuneration of directorsand supervisorsmay only be in cash. The board of directors shall resolve on the matters mentioned in two preceding paragraphs and report in the Regular Shareholders' Meeting.	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted.
Article 20:	Article 20:	Authorized the
If the Company has earnings, such	If the Company has earnings, such	board of
earnings shallfirstbe appropriated to	earnings shall be appropriated to offset	directors to
pay taxes andoffset accumulated losses;	accumulated losses;then,10% of such	distribute all or

-41-

									Description of
Article After Amendment					Current Article
									Amendment

then, 10% of such remaining earnings					remaining earnings shall be appropriated				part of
shall be appropriated as the legal					as the legal reserve, unless the legal				dividends,
reserve, unless the legal reserve has					reserve has reached the total paid-in				bonuses, legal
reached the total paid-in capital.				Next, a	capital.	If necessary, thespecial reserve			surplus, and
special reserve	is providedor reversed in				shall be recognizedor reversed in				capital surplus
accordance with		lawsor regulations of			accordance with		the Orderor regulations		in cash in
thecompetent authority. If there are still					of competent authorities. If there are				coordination
remaining earnings,these may be added					still remaining earnings these may be				with the
to initial cumulative undistributed					added to initial cumulative undistributed				amendment to
earnings, and if distributable, the					earnings, and if distributable			,they shall	the Company
amount of distributable earnings and the					be held or distributed in accordance with				Act.
method of distribution shall			thenbe		the Company's dividend policy.The
proposed by the board of directors and					amount of distributable earnings and the
resolved in the shareholders' meeting.					method of distribution shall be proposed
					by the board of directors and resolved in
					the shareholders' meeting.
Pursuant to Article 240 of the Company
Act, the Company authorizes the board
of directors to distribute a portion or the
entirety of dividends, bonuses or legal
surplus and capital surplus allocated in
accordance with Article 241 of the
Company Act in cash by resolution
adopted by a majority vote at a meeting
of the board of directors attended by
two-thirds of the total number of
directors, and the distribution shall then
be reported to the shareholders'
meeting. The requirement for resolution
by the shareholders'meeting in the
preceding paragraph shall not apply.
Article 22: (Omitted) The 25th amendment was made on June 28, 2018. The 26th amendment was made on June					Article 22: (Omitted) The 25th amendment was made on June 28, 2018.				Added the number and date of amendment.
21, 2019.

-42-

【 Annex 7 】

WT Microelectronics Co., Ltd. Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets

Articles After Amendment	Current Articles	Description of Amendment
Article 2: Scope of Assets The term “assets” as used in the Procedures includes the following: I.(Omitted). II.Real property (including land, houses and buildings, and investment property) and equipment. III.-IV. (Omitted). V.Right-of-use assets. VI. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). VII. Derivatives. VIII. Assets acquired or disposed of through mergers, demergers, acquisitions, or transfer of shares in accordance with the law. IX. Other major assets.	Article 2: Scope of Assets The term “assets” as used in the Procedures includes the following: I. (Omitted). II.Real property (including land, houses and buildings, investment property,land use right)and equipment. III.-IV. (Omitted). V.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). VI. Derivatives. VII. Assets acquired or disposed of through mergers, demergers, acquisitions, or transfer of shares in accordance with the law. VIII. Other major assets.	Amended in accordance with Article 3 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 3: Definition of Terminology Terms used in the Procedures are defined as follows: I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived froma specifiedinterest rate, financial instrument price, commodity price, foreign currency, indexof prices or rates,credit rating or credit index, or othervariables;orhybrid contracts combining the above contracts;or hybrid contractsorstructured products containing embedded derivatives. II.Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with the law:	Article 3: Definition of Terminology Terms used in the Procedures are defined as follows: I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived fromproducts including asset, interest rate, exchange rate, index, or otherbenefits; and hybrid contracts combiningthe above products. II.Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with the law:	Amended in accordance with Article 4 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Articles After Amendment	Current Articles	Description of Amendment
Refers to assets acquired or disposed of through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act or other acts, or to transfer shares to another company through issuance of new shares of its own (hereinafter referred to as “transfer of shares”) as pursuant to Article 156-3of the Company Act. III.-VIII.(Omitted).	Refers to assets acquired or disposed of through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act or other acts, or to transfer shares to another company through issuance of new shares of its own (hereinafter referred to as “transfer of shares”) as pursuant toParagraph 8of Article 156 of the Company Act. III.-VIII.(Omitted).
Article 4: Means of Price Determination and Reference Materials I. -II. (Omitted). III.The acquisition or disposal of real property, equipment,or right-of-use assets thereofshall take into consideration the publicly announced current value, assessed value, and the actual transaction price of nearby realproperties,etc., (omitted).	Article 4: Means of Price Determination and Reference Materials I. -II. (Omitted). III.The acquisition or disposal of real propertyorequipment shall take into consideration the publicly announced current value, assessed value, and the actual transaction price of nearby real properties, etc., (omitted).	Amended in accordance with Article 9 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 5: Expert Opinions Where the Company obtains an appraisal or an opinion from a CPA, attorney, and securities underwriter, the appraisal and its appraiser, CPA, attorney, or securities underwriter shall meet the following requirements: I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for the violation of the Securities and Exchange Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since the completion of the service of the sentence, since the expiration of a suspended sentence period, or since a pardon was received. II.May not be a related party or de facto	Article 5: Expert Opinions Where the Company obtains an appraisal or an opinion from a CPA, attorney, and securities underwriter, the appraisal and its appraiser, CPA, attorney, or securities underwriter shall not be a related party.	Amended in accordance with Article 5 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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	Current Articles	Description of Amendment
related party of any party of the transaction. III.If the Company is required to obtain appraisal reports from 2 or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the aforementioned personnel shall comply with the following: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II.When examining a case, they shall appropriately plan and execute adequate working procedures in order to produce a conclusion and use it as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. III.They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the data sources used, the parameters, and the information as the basis for issuing the report or opinion. IV. They shall issue a statement attesting to the professional competence and independence of the related persons, that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.

Article 6: Limit of Authority Delegated I. Total amounts of real propertyand right-of-use assets thereofor securities acquired by the Company and its subsidiary not for business use and limits on individual securities are as follows: (I)The total amount of real property and right-of-use assets	Article 6: Limit of Authority Delegated I. Total amounts of real property or securities acquired by the Company and its subsidiary not for business use and limits on individual securities are as follows: (I)The total amount of real propertyacquired not for	Amended in accordance with Articles 3 and 7 of the “Regulations Governing the Acquisition and Disposal of Assets byPublic

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Articles After Amendment	Current Articles	Description of Amendment
thereofacquired not for business use shall be no more than 30% of the Company's net worth. (Omitted).	business use shall be no more than 30% of the Company's net worth. (Omitted).	Companies.”
Article 7: Level to which Authority is Delegated I. Level of authority for the acquisition or disposal of real property andright-of- use assets thereofor securities not for business use (I)The Company's acquisition or disposal of real property or right-of-use assetsthereof not for business use shall require the approval of the Board. (II)-(III) (Omitted). II.Acquisition or disposal of equipment orright-of-use assets thereof The Company's acquisition or disposal of equipmentor right-of-use assets thereofwith a transaction amount of below NT$50 million shall be submitted to the CEO for approval; where the transaction amount is between NT$50 million and NT$300 million, the approval of the Chairman of the Board shall be required; where the transaction amount exceeds NT$300 million, the approval of the Board shall be required. III.Acquisition or disposal of intangible assets, right-of-use assets thereof, or memberships (I)(Omitted). (II)The acquisition or disposal of intangible assetsor right-of-use assets thereofwith a transaction amount of below NT$50 million shall be submitted to the CEO for approval; where the transaction amount is between NT$50 million and NT$300 million, the approval of the Chairman of the Board shall be required; where the transaction amount exceeds	Article 7: Level to which Authority is Delegated I. Level of authority for the acquisition or disposal of real property or securities not for business use (I)The Company's acquisition or disposal of real property not for business use shall require the approval of the Board. (II)-(III) (Omitted). II.Acquisition or disposal of equipment The Company's acquisition or disposal of equipment with a transaction amount of below NT$50 million shall be submitted to the CEO for approval; where the transaction amount is between NT$50 million and NT$300 million, the approval of the Chairman of the Board shall be required; where the transaction amount exceeds NT$300 million, the approval of the Board shall be required. III.Acquisition or disposal of memberships andintangible assets (I)(Omitted). (II)The acquisition or disposal of intangible assets with a transaction amount of below NT$50 million shall be submitted to the CEO for approval; where the transaction amount is between NT$50 million and NT$300 million, the approval of the Chairman of the Board shall be required; where the transaction amount exceeds	Amended for the reason as stated in Article 6, with partial wording amended.

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Articles After Amendment	Current Articles	Description of Amendment
NT$300 million, the approval of the Board shall be required.	NT$300 million, the approval of the Board shall be required.
Article 8: The Implementation Department The Company's acquisition and disposal of investments in long-term and short- term securities, real property, equipment, or right-of-use assets thereof, memberships, and intangible assetsshall be processed by the finance department, stock affairs department, accounting department, or administrative department.	Article 8: The Implementation Department The Company's acquisition and disposal of investments in long-term and short-term securities, real property,andequipment shall be processed by the finance department, stock affairs department, or administrative department.	Amended in accordance with Article 3 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and implementation department added.
Article 9: Real Property,Equipment, or Right-of-Use Assets Thereof Where the Company acquires or disposes of real property,equipment, or right-of-use assets thereof,and the transaction amount reaches 20% of paid-in capital or exceeds NT$300 million, except in transaction with a domesticgovernment agency, engaging others to build on its own land or on rented land, or acquiring or disposing of machinery equipmentor right-of-use assets thereoffor business use, the Company shall obtain an appraisal report from a professional appraiser prior to the date of occurrence of the event and shall comply with the following provisions: (Omitted).	Article 9: Real PropertyorEquipment Where the Company acquires or disposes of real propertyor equipment, and the transaction amount reaches 20% of paid-in capital or exceeds NT$300 million, except in transaction with a government agency, engaging others to build on its own land or on rented land, or acquiring or disposing of machinery equipment for business use, the Company shall obtain an appraisal report from a professional appraiser prior to the date of occurrence of the event and shall comply with the following provisions: (Omitted).	Amended in accordance with Article 9 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 10: Securities (Omitted). If the transaction amount of the Company's acquisition or disposal of securities reaches 20% of the company's paid-in capital or exceeds NT$300 million, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with theprovisions	Article 10: Securities (Omitted). If the transaction amount of the Company's acquisition or disposal of securities reaches 20% of the company's paid-in capital or exceeds NT$300 million, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence,the CPA shall do so in	Amended in accordance with the Financial Supervisory Commission's Jin-Guan-Zheng No. 1070331908 Letter dated August 29, 2018.

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Articles After Amendment	Current Articles	Description of Amendment
of Statement of Auditing Standards No. 20 published by the ARDF. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC): I. Securities obtained via cash capital contribution from the establishment or fundraising of companies in accordance with thelawswhere the rights represented by the securities obtained are equivalent to the proportion of cash capital contribution. II.(Omitted). III.Participation in the subscription of securities issued by an investee which the Company holds,directly or indirectly,100% of shares for cash capital increaseor participation in cross subscription of securities issued by 100%-owned subsidiaries. IV. (Omitted). V.Domesticgovernment bonds or bonds under redemption and resale. VI. Public offered funds. VII. Stocks of listed companies acquired or disposed of under theTWSEor TPEsbidding rules or auction rules. VIII. Participation in the subscription of securities issued bydomesticpublic companies for capital cash increase or subscription of domestic corporate bonds (including bank debentures) for which the securities are not private placement. IX. (Omitted).	accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC): I. Securities obtained via cash capital contribution from the establishment or fundraising of companies in accordance with theCompany Act where the rights represented by the securities obtained are equivalent to the proportion of cash capital contribution. II.(Omitted). III.Participation in the subscription of securities issued by an investee which the Companyre-interests in 100% of sharesfor cash capital increase. IV. (Omitted). V.Government bonds or bonds under redemption and resale. VI. Domestic or foreignpublic offered funds. VII. Stocks of listed companies acquired or disposed of under theStock Exchange CenterorOTCbidding rules or auction rules. VIII. Participation in the subscription of securities issued by a public company for capital cash increase or subscription of domestic corporate bonds (including bank debentures) for which the securities are not private placement. IX. (Omitted).
Article 11: Intangible Assets,Right-of- Use Assets Thereof, or Memberships If the transaction amount of a company's acquisition or disposal of	Article 11:Memberships orIntangible Assets If the transaction amount of a company's acquisition or disposal of	Amended for the same reasons as stated in Article

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Articles After Amendment	Current Articles	Description of Amendment
intangible assets,right-of-use assets thereof, or membershipsreaches 20% of the Company's paid-in capital or exceeds NT$300 million, except for the transaction with adomesticgovernment agency, (omitted).	memberships orintangible assets reaches 20% of the Company's paid-in capital or exceeds NT$300 million, except for the transaction with a government agency, (omitted).	9.
Article12: Calculation of Major Asset Transaction The calculation of the transaction amounts in the preceding 3 articles shall be in accordance with Paragraph 2 of Article30herein.(Omitted).	Article11-1: Calculation of Major Asset Transaction The calculation of the transaction amounts in the preceding 3 articles shall be in accordance with Paragraph 2 of Article29herein.(Omitted).	Changed the article number and adjusted the cited article number.
Article13: Assets Auctioned by the Court (Omitted).	Article12: Assets Auctioned by the Court (Omitted).	Changed the article number.
Article14: Procedures, Assessment, and Counterparties (Omitted). The calculation of the transaction amounts in the preceding paragraph shall be in accordance with Article 12 herein. (Omitted).	Article13: Procedures, Assessment, and Counterparties (Omitted). The calculation of the transaction amounts in the preceding paragraph shall be done in accordance with Article11-1herein. (Omitted).	Changed the article number and adjusted the cited article number for Paragraph 2.
Article15: Information to be Submitted tothe Audit Committee andthe Board When the Company acquires or disposes of real propertyor right-of-use assets thereoffrom a related party, or when it acquires or disposes of assets other than real propertyor right-of-use assets thereoffrom a related party and the transaction amount reaches 20% of paid-in capital, 10% of the Company's total assets, or exceeds NT$300 million, except in transaction ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by theAudit Committeeand then submitted to the Board for a resolution :	Article14: Information to be Submitted to the Boardand Supervisors When the Company acquires or disposes of real property from a related party, or when it acquires or disposes of assets other than real property from a related party and the transaction amount reaches 20% of paid-in capital, 10% of the Company's total assets, or exceeds NT$300 million, except in transaction of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved bythe Board and acknowledged by the Supervisors:	Changed the article number and amended in accordance with Article 15 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and adjusted the cited article number.

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Articles After Amendment	Current Articles	Description of Amendment
I. -II. (Omitted). III.With respect to the acquisition of real propertyor right-of-use assets thereoffrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms shall be in accordance with Articles16and 17. IV. -VII (Omitted). The calculation of the transaction amounts in the preceding paragraph shall be in accordance with Paragraph 2 of Article30herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have beenrecognized by the Audit Committee andapproved by the Board need not be counted toward the transaction amount. With respect to thefollowing transaction between the Company and its subsidiaries,or by its subsidiaries in which the Company holds, directly or indirectly, 100% of the issued shares or authorized capital, the Board may delegate the Chairman of the Board to decide such matters when the transaction is withinNT$300 millionand have the decisions subsequently submitted to and ratified in the next Board meeting: I. Acquisition or disposal of equipment or right-of-use assets thereof for business use. II.Acquisition or disposal of real property right-of-use assets for business use. When proposed for discussion by the Board pursuant to Paragraph 1, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board meeting.	I. -II. (Omitted). III.With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms shall be in accordance with Articles15 and 16. IV. -VII (Omitted). The calculation of the transaction amounts in the preceding paragraph shall be in accordance with Paragraph 2 of Article29herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Boardand recognized by the Supervisorsneed not be counted toward the transaction amount. With respect to theacquisition or disposal of equipment for business use betweenthe Company and its subsidiaries, the Board may, pursuant to Subparagraph 2 of Article 7, delegate the Chairman of the Board to decide such matters when the transaction is withina set amountand have the decisions subsequently submitted to and ratified in the next Board meeting. Where the position of independent director has been established in accordance with the Securities and Exchange Act,when proposed for discussion by the Board pursuant to Paragraph 1, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or

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Articles After Amendment	Current Articles	Description of Amendment
Items submitted tothe Audit Committeefor discussions pursuant to Paragraph 1 shall require the approval of half of all members of the Audit Committee, and be submitted to the Board for resolution. The provisions of Paragraphs3and4of Article 34shall apply mutatis mutandis to the resolution.	expresses reservations about any matter, it shall be recorded in the minutes of the board meeting. Where the Audit Committee has been established in accordance with the Securities and Exchange Act,items submitted tothe Supervisors for approval pursuant to Paragraph 1 shallfirstrequire the approval of half of all members of the Audit Committee, and be submitted to the Board for resolution. The provisions of Paragraphs4and5of Article 33shall apply mutatis mutandis to the resolution.
Article16: Evaluation of Transaction Costs Where the Company acquires real propertyor right-of-use assets thereof from a related party, it shall evaluate the reasonableness of the transaction costs by the following means: I. -II. (Omitted). Where land and structures thereupon are combined as a single property purchasedor leasedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. When acquiring real propertyor right- to-use assets thereoffrom a related party, the Company shall appraise the cost of the real propertyor the right-to- use assets thereofin accordance with the preceding 2paragraphs of this Articleand shall also engage a CPA to verify and provide a specific opinion on the appraisal. Where the Company acquires real propertyor right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with theprecedingArticle, and theprecedingthreeparagraphs	Article15: Evaluation of Transaction Costs Where the Company acquires real property from a related party, it shall evaluate the reasonableness of the transaction costs by the following means: I.-II. (Omitted). Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. When acquiring real property from a related party, the Company shall appraise the cost of the real property in accordance with Paragraphs1 and 2 and shall also engage a CPA to verify and provide a specific opinion on the appraisal. Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article14,and the preceding three paragraphs shall not apply:	Changed the article number and amended in accordance with Article 16 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Articles After Amendment	Articles After Amendment	Current Articles	Description of Amendment
shall not apply: I. The related party acquired the real propertyor right-of-use assets thereof through inheritance or as a gift. II.More than 5 years have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets thereof to the date of the current transaction. III.(Omitted). IV. The real property right-of-use assets for business use are acquired by the Company or its subsidiaries, or by its subsidiaries in which the Company holds, directly or indirectly, 100% of the issued shares or authorized capital.		I. The related party acquired the real property through inheritance or as a gift. II.More than 5 years have elapsed from the time the related party signed the contract to obtain the real property to the date of the current transaction. III.(Omitted).

	capital.
Article17:Expert Opinions When the results of the Company's appraisal conducted in accordance with Paragraphs 1 and 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in accordance with Article 18. However, where the following circumstances exist, objective evidence has been submitted, and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply: I. Where the related party acquired undeveloped or leased lands for development, it may submit proof of compliance with one of the following conditions: (I)(Omitted). (II)Completed transaction by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of		Article16:Evaluation of the TransactionFunding Costs When the results of the Company's appraisal conducted in accordance with Paragraphs 1 and 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in accordance with Article17. However, where the following circumstances exist, objective evidence has been submitted, and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply: I. Where the related party acquired undeveloped or leased lands for development, it may submit proof of compliance with one of the following conditions: (I)(Omitted). (II)Completed transaction by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar	Changed the article number and amended in accordance with Article 17 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Articles After Amendment	Current Articles	Description of Amendment
reasonable price discrepancies in floor or area land prices in accordance with standard property market saleor leasing practices. II.Where the Company acquiring real property orobtaining real property right-of-use assets through leasing from a related party provides evidence that the terms of the transaction are similar to the terms of completed transaction involving neighboring or closely valued parcels of land of similar size by unrelated parties within the preceding year. Completed transaction involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction involving similarly sized parcels in principle refers to transaction completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; “within the preceding year” refers to the year preceding the date of occurrence of the acquisition of the real propertyor right- of-use assets thereof.	after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale practices. (III)Completed transaction by unrelated parties within the preceding year involving other floors of the same property, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market leasing practices. II.Where the Company obtaining real property from a related party provides evidence that the terms of the transaction are similar to the terms of completed transaction involving neighboring or closely valued parcels of land of similar size by unrelated parties within the preceding year. Completed transaction involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction involving similarly sized parcels in principle refers to transaction completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; “within the preceding year” refers to the year preceding the date of occurrence of the acquisition of the realproperty.
Article18: Procedures for Transaction with Unreasonable Prices	Article17: Procedures for Transaction with Unreasonable Prices	Changed the article number

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Articles After Amendment	Current Articles	Description of Amendment
Where the Company acquires real propertyor right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two Articlesare uniformly lower than the transaction price, the following steps shall be taken: I. The Company shall set aside a special reserve against the difference between the real propertyor right-of-use asset thereoftransaction price and the appraised cost, (omitted) II.TheIndependent Directors of the Audit Committeeshall perform their duties in accordance with Article 218 of the Company Act. III.Actions taken pursuant tothe preceding two subparagraphsshall be reported to a shareholders meeting and the details of the transaction shall be disclosed in the annual report and any investment prospectus. Where the Company has set aside a special reserve under the preceding paragraph, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority of securities has given its consent. When the Company obtains real propertyor right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arm's length transaction.	Where the Company acquires real property from a related party and the results of appraisals conducted in accordance withArticles 15 and 16are uniformly lower than the transaction price, the following steps shall be taken: I. The Company shall set aside a special reserve against the difference between the real property transaction price and the appraised cost, (omitted) II.TheSupervisorsshall perform their duties in accordance with Article 218 of the Company Act. III.Actions taken pursuant to Subparagraphs 1 and 2shall be reported to the shareholders meeting and the details of the transaction shall be disclosed in the annual report and any investment prospectus. Where the Company has set aside a special reserve under the preceding paragraph, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority of securities has given its consent. When the Company obtains real property from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arm's length transaction.	and amended in accordance with Article 18 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and established the Audit Committee to replace Supervisors.
Article19: Trading Principles and Guidelines	Article18: Trading Principles and Guidelines	Changed the article number

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Articles After Amendment	Current Articles	Description of Amendment
I. -II. (Omitted). III.Division of powers and responsibilities: (I)Finance department: Responsible forinterest and exchange rate operations and management. The finance department shall collect market information oninterest andexchange rate, be familiar with financial products and operating skills, and manage the Company'sinterest and exchange rate positions and hedge against such risks in accordance with the Company's policies and authorization. (II)Accounting department: Retain control of the Company's interest andexchange rate positions and periodically settle accounts on realized and unrealized gains and losses to provide the finance department with information for hedging operations. IV. Performance evaluation: The accounting department shall regularly assess net profit and loss and provide evaluation reports on interest andexchange rate positions to the authorized supervisor as the basis for management and performance evaluation and adjustments and improvements of the hedging strategy. V.Trading limit and upper limit on losses: (I)Trading limit 1. For non-trading purposes (1) Foreigncurrencyhedging limit: The limit shall be the foreign currency positions generatedin the Group's monthlyoperations	I. -II. (Omitted). III.Division of powers and responsibilities: (I)Finance department: Responsible forforeign currencyoperations and management. The finance department shall collect market information onthe foreign currency, be familiar with financial products and operating skills, and manage the Company'sforeign currencypositions and hedge against such risks in accordance with the Company's policies and authorization. (II)Accounting department: Retain control of the Company'sforeign currency positions and periodically settle accounts on realized and unrealized gains and losses to provide the finance department with information for hedging operations. IV. Performance evaluation: The accounting department shall regularly assess net profit and loss and provide evaluation reports on foreign currencypositions to the authorized supervisor as the basis for management and performance evaluation and adjustments and improvements of the hedging strategy. V.Trading limit and upper limit on losses: (I)Trading limit 1. For non-trading purposes (1)Foreignexchange hedging limit: The limit shall be the net foreign currency positions generated in each month	and partial wording amended.

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Articles After Amendment	Current Articles	Description of Amendment
(including net positions expected to be generated in future operations). (2) Limit for financial hedging trading: As a principle, the positions shall not exceed theGroup'stotal liabilities. 2. (Omitted). (II)Upper limit on losses 1.For non-trading purposes The losses resulting from the trading ofhedging products in aggregated or individual contracts shall be restricted to 10% of theGroup'stotal liabilities. (Omitted).	(including net positions expected to be generated in future operations). (2)Limit for financial hedging trading: As a principle, the positions shall not exceed theCompany's total liabilities. 2. (Omitted). (II)Upper limit on losses 1.For non-trading purposes The losses resulting from the trading offorward or Swap transactions for hedging purposesshall be restricted to 10% of the Company'stotal liabilities. (Omitted).
Article20:Risk Management Scope (Omitted).	Article19: Risk Management Scope (Omitted).	Changed the article number.
Article21: Risk Management Measures When engaging in derivatives trading, the Company shall uphold its principle for stable and secure operations and meet the following internal control requirements: I. -IV. (Omitted). V.Personnel conducting tradingorders shall pay close attention to whether the total trading amount exceeds the credit limit specified in the Procedures.They shall also notify related personnel to process follow-up operations.	Article20: Risk Management Measures When engaging in derivatives trading, the Company shall uphold its principle for stable and secure operations and meet the following internal control requirements: I. -IV. (Omitted). V.Personnel conducting trading shall pay close attention to whether the total trading amount exceeds the credit limit specified in the Procedures.	Changed the article number and partial wording amended.
Article22:Supervision and Management (Omitted).	Article21: Supervision and Management (Omitted).	Changed the article number and amended in accordance with Article 21 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Articles After Amendment	Current Articles	Description of Amendment
Article23: Internal Auditing System The Company shall establish a reference book for its derivatives transaction for audit purposes, which shall contain details about the type and amount of the derivatives trading and the date resolved by the Board. The reference book shall also include the other items to be evaluated prescribed in Subparagraph 3 of Article 21and Subparagraph 2 of Paragraph 1 and Subparagraph 1 of Paragraph 2 of Article22herein. The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading and prepare an audit report. If any material violation is discovered, the Audit Committeeshall be notified in writing.	Article22: Internal Auditing System The Company shall establish a reference book for its derivatives trading for audit purposes, which shall contain details about the type and amount of the derivatives trading and the date resolved by the Board. The reference book shall also include the other items to be evaluated prescribed in Subparagraph 3 of Article20and Subparagraph 2 of Paragraph 1 and Subparagraph 1 of Paragraph 2 of Article21herein. The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading and prepare an audit report. If any material violation is discovered, theSupervisorsshall be notified in writing.	Changed the article number and amended in accordance with Article 22 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and established the Audit Committee to replace Supervisors.
Article24: Expert Opinions Where the Company engages in mergers, demergers, acquisitions, or assignment of shares, prior to calling a Board meeting for approval,the Audit Committeeshall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Audit Committee for recognition andthe Board for approval by resolution.(Omitted).	Article23: Expert Opinions Where the Company engages in mergers, demergers, acquisitions, or assignment of shares, prior to calling a Board meeting for approval, it shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board for approval by resolution. (Omitted).	Changed the article number and established the Audit Committee accordingly.
Article25: Processing Procedures (Omitted). Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market,the Companyshall sign	Article24: Processing Procedures (Omitted). Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market,the Companyshall	Changed the article number and amended in accordance with Article 25 of the “Regulations Governingthe

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Articles After Amendment	Current Articles	Description of Amendment
an agreement with such company whereby the latter is required to abide by the provisions ofthe preceding two paragraphs.	sign an agreement with such company whereby the latter is required to abide by the provisions ofParagraphs 5 and 6.	Acquisition and Disposal of Assets by Public Companies.”
Article26: Confidentiality (Omitted).	Article25: Confidentiality (Omitted).	Changed the article number.
Article27: Modifications of the Share Exchange Ratio or Acquisition Price (Omitted).	Article26: Modifications of the Share Exchange Ratio or Acquisition Price (Omitted).	Changed the article number.
Article28: Items to be Recorded in the Contract (Omitted).	Article27: Items to be Recorded in the Contract (Omitted).	Changed the article number.
Article29: Other Important Matters After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or transfer of shares intends to further carry out a merger, demerger, acquisition, or transfer of shares with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or transfer of shares; except where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempt from calling another shareholders meeting to resolve on the matter anew. Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company shall sign an agreement with the non- public company whereby the latter is required to abide by the provisions of Article25, Article26and this Article.	Article28: Other Important Matters I. After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or transfer of shares intends to further carry out a merger, demerger, acquisition, or transfer of shares with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or transfer of shares; except where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempt from calling another shareholders meeting to resolve on the matter anew. II.Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Paragraphs 2 to 5 of Article 24, Article25,and this Article.	Changed the article number, with partial wording amended in accordance with Article 30 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Articles After Amendment	Current Articles	Description of Amendment
Article30: Public Announcement and Regulatory Filing Standards Under any of the following circumstances, the Company, when acquiring or disposing of assets, shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by the regulations within 2 days of the event, inclusive of the date of occurrence: I. Acquisition or disposal of real property or right-of-use assets thereoffrom a related party, or acquisition or disposal of assets other than real propertyor right-of-use assets thereoffrom a related party where the transaction amount reaches 20% or more of paid- in capital, 10% or more of the company's total assets, or exceeds NT$300 million. This shall not apply to the transaction ofdomestic government bonds or bonds under repurchase and resale agreements or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. II.-III. (Omitted). IV. Whereequipment or right-of-use assets thereof for business use are acquired or disposed of,the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. V.Where real property is acquired under an arrangement of engaging others to build on the Company's own land, on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,the transaction counterparty is not a related party,and the amount the Company expects to invest in the transaction exceeds NT$500 million.	Article29: Public Announcement and Regulatory Filing Standards Under any of the following circumstances, the Company, when acquiring or disposing of assets, shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by the regulations within 2 days of the event, inclusive of the date of occurrence: I. Acquisition or disposal of real property from a related party, or acquisition or disposal of assets other than real property from a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company's total assets, or exceeds NT$300 million. This shall not apply to the transaction of government bonds or bonds under repurchase and resale agreements or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. II.-III. (Omitted). IV. Wherethe types of assets acquired or disposed of are equipment for business use andthe transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. V.Where real property is acquired under an arrangement of engaging others to build on the Company's own land, on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction exceeds NT$500 million.	Changed the article number, with partial wording amended in accordance with Article 31 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Articles After Amendment	Current Articles	Description of Amendment
VI. Where an asset transaction other than any of those referred to in the preceding 5 subparagraphs, disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or exceeds NT$300 million. It shall not apply to the following circumstances: (I)Transaction ofdomestic government bonds. (II)(Omitted). The amount of transaction above shall be calculated as follows: I. -II (Omitted). III.The cumulative transaction amount of acquisitions and disposals (respectively) of real propertyor right- of-use assets thereof within the same development project within the preceding year. IV. (Omitted). (Omitted).	VI. Where an asset transaction other than any of those referred to in the preceding 5 subparagraphs, disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid- in capital or exceeds NT$300 million. It shall not apply to the following circumstances: (I)Transaction of government bonds. (II)(Omitted). The amount of transaction above shall be calculated as follows: I. -II (Omitted). III.The cumulative transaction amount of acquisitions and disposals (respectively) of real property within the same development project within the preceding year. IV. (Omitted). (Omitted).
Article31: Other Precautionary Matters (Omitted).	Article30:Other Precautionary Matters (Omitted).	Changed the article number.
Article32: Management of Subsidiaries I. -II. (Omitted). III.In the event that the subsidiary is not a publicly listed company, the Company shall, on behalf of the subsidiary, carry out relevant information announcement and reporting as stipulated inthe precedingChapter if necessary. With regard to the threshold for announcement or reporting by subsidiaries prescribed in Paragraph 1 of Article30hereinregardingthe paid-in capital or total assets, the calculation basis for the threshold shall be the paid- in capital or total assets of the parent company.	Article31: Management of Subsidiaries I. -II. (Omitted). III.In the event that the subsidiary is not a publicly listed company, the Company shall, on behalf of the subsidiary, carry out relevant information announcements and reporting as stipulated in Chapter4 if necessary. With regard to the threshold for announcement or reporting by subsidiaries prescribed in Paragraph 1 of Article29hereinreaching 20% of the paid-in capital or10% of the total assets, the calculation basis for the threshold shall be the paid-in capital or total assets of theparent company.	Changed the article number and amended in accordance with Article 34 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article33: Penalties (Omitted).	Article32: Penalties (Omitted).	Changed the article number.
Article34: Amendment Procedures The Procedures shallfirst be recognized	Article33: Amendment Procedures The Procedures shallhave been	Changed the article number

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Articles After Amendment	Current Articles	Description of Amendment
by the Audit Committee and then approved by the Board before it is submittedto the shareholders' meeting for approvaland implementation.The same shall apply to any amendment. Whenthe Procedures for Acquisition or Disposal of Assets are submitted for discussion by the Board in accordance with the preceding paragraph, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. Items submitted to theAudit Committeefor discussions pursuant to Paragraph 1shall require the approval of half of all members of the Audit Committee. If the approval of half of all members of the Audit Committee is not obtained, theamendmentof the Procedures may be implemented if approved by more than two-thirds of all Directors and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The terms “all members of the Audit Committee” and “all Directors” inthe precedingparagraph shall refer to the persons currentlyholdingsuch	approved by the board of directors, submitted to each supervisor, and thento the shareholders' meeting for approval. The same shall apply to any amendments.If a Director expresses objection and records or written statements are available, the Company shall submit the information regarding the Director's objection to Supervisors. Where the position of Independent Director has been established in accordance with the Securities and Exchange Act, and the Procedures for Acquisition or Disposal of Assets are submitted for discussion by the Board in accordance with the preceding paragraph, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. Where anAudit Committeehas been established in accordance with the Securities and Exchange Act, the establishment or amendment of the Procedures for Acquisition or Disposal of Assetsshall require the approval of half of all members of the Audit Committeeand they shall be submitted to the Board for resolution. If the approval of half of all members of the Audit Committee is not obtainedas described in the preceding paragraph,the establishment or revisionof the Procedures may be implemented if approved by more than two-thirds of all Directors and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. The terms “all members of the Audit Committee” in Paragraph3 and “all Directors” in the preceding paragraph shall refer to thepersons currently	and established the Audit Committee accordingly to replace Supervisors.

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Articles After Amendment	Current Articles	Description of Amendment
positions.	holdingsuchpositions.
Article35: According to the Procedures and other laws and regulations, the Company's acquisition or disposal of assets shall be recognized by the Audit Committee and thenapproved by the Board. Whenthe transaction for the acquisition or disposal of assets are submitted for discussion by the Board in accordance with the preceding Paragraph, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. Major transaction of assets or derivatives shall first be approved by half of all Audit Committee members and it shall be submitted to the Board for resolution., Paragraphs3and4of Article34shall apply mutatis mutandis to the resolution.	Article34: According to the Procedures and other laws and regulations, the Company's acquisition or disposal of assets shall be approved by the Board. If a Director expresses objection with records or written statements, the Company shall submit information regarding the Director's objection to Supervisors. Where the position of Independent Director has been established in accordance with the Securities and Exchange Act and the transaction for the acquisition or disposal of assets are submitted for discussion by the Board in accordance with the preceding Paragraph, the Company shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting. Where the Audit Committee has been established in accordance with the Securities and Exchange Act, major transaction of assets or derivatives shall first be approved by half of all members of the Audit Committee and shall be submitted to the Board for resolution. Paragraphs4and5of Article33shall apply mutatis mutandis to the resolution.	Changed the article number and amended in accordance with Article 8 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and established the Audit Committee to replace Supervisors.
	Article 35: Where an Audit Committee has been established in accordance with the Securities and Exchange Act, the regulations for Supervisors in Article 14, Paragraph 2 of Article 22, Article 33, and Article 34 shall apply mutatis mutandis to the Audit Committee. Where an Audit Committee has been established in accordance with the Securities and Exchange Act, Subparagraph 2 of Paragraph 1 of	Incorporating Articles 18 and 23.

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Articles After Amendment	Current Articles	Description of Amendment
	Article 17 shall apply mutatis mutandis to the Independent Director of the Audit Committee.

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【 Annex 8 】

WT Microelectronics Co., Ltd.

Comparison Table for Amendments to the Procedures for Lending Funds and Endorsement & Guarantee

Article After Amendment	Current Article	Description of Amendment
Article 2: Counterparties for which funds are loaned (Content above omitted) The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, or to inter-company loans of funds conducted by an overseas company in which the Company holds, directly or indirectly, 100% of the voting shares to the Company. However, the provisions of Articles 9 and 10 concerning the setting of the amount limitson the aggregate amount and individual counterpartiesshall still applyand the durations of loans of funds shall be prescribed. The responsible person of the Company who has violated the provisions of paragraph 1 shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue. For the damages, if any, to the Company resulted there-from, the responsible person of the Company shall also be liable for the repayment of the loan at issue.	Article 2: Counterparties for which funds are loaned (Content above omitted) The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares. However, the provisions of Articles 9 and 10 concerning the setting of the amount limitsand the durations of loansshall still apply.	To make amendments in accordance with Article 3 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarant ees by Public Companies.”
Article 7: Definition of announcing and reporting (Content above omitted) Date of occurrence in the Procedures means the date of contract signing, date of payment, dates of the Board of Directors resolutions,or other date that can	Article 7: Definition of announcing and reporting (Content above omitted) Date of occurrence in the Procedures means the date of transactioncontract signing, date of payment, dates of the Board of Directors resolutions,or other date	To make amendments in accordance with Article 7 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarant ees byPublic

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Article After Amendment	Current Article	Description of Amendment
confirm the counterparty and monetary amount of theloaning of funds or making of endorsements/guarantees, whichever date is earlier.	that can confirm the counterparty and monetary amount of the transaction,whichever date is earlier.	Companies.”
Article 8:Evaluation standards for loaning funds to others (Content above omitted) Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors pursuant to the preceding paragraph, and the Chairman may be authorized, for the samespecificborrowing counterparty, within a limit resolved by the Board of Directors, and within a period no longer than the contract terms, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. Where the Board of Directors resolves agendas of loaning funds to others, it shall take into full consideration each independent director's opinions;independent directors' opinions expressing dissentor reservation, if any, shall be expressly recordedin the minutesof the Board of Directors' meeting.	Article8: Evaluation standards for loaning funds to others (Content above omitted) Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors pursuant to the preceding paragraph, and the Chairman may be authorized, for the same borrowing counterparty, within acertain monetarylimit resolved by the Board of Directors, and within a period no longer than one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. Where theCompany has established the position of independent director, when its Board of Directors resolves agendas of loaning funds to others, it shall take into full consideration each independent director's opinions; theiropinionsspecifically expressingassent ordissentand their reasons for dissent are tobe included in therecordsof the Board of Directors' meeting.	To revise the wording.
Article 9: Amount limit of loans of funds (Content above omitted) The aggregate amount of inter- company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, or to inter-company loans of funds conducted by an overseas company in which the Company holds, directly or indirectly, 100% of	Article 9: Amount limit of loans of funds (Content above omitted) The aggregate amount of inter- company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares shall not exceed the enterprise’s net worth; provided that the amount of funds loaned to a single enterprise maynot exceed	To make amendments in accordance with Article 3 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarant ees by Public Companies.”

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Article After Amendment	Current Article	Description of Amendment
the voting shares to the Company, shall not exceed the enterprise’s net worth; provided that the amount of funds loaned to a single enterprise may not exceed the enterprise’s net worth.	the enterprise’s net worth.
Article 10: Duration of loans and calculation of interest Inter-company loans of funds conducted by the Companyor by an overseas company in which the Company holds, directly or indirectly, 100% of the voting shares to the Companyshall be short-term financing in principle, and may not be longer than 1 year. The duration of inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting sharesshall not be longer than5years. (Content below omitted)	Article 10: Duration of loans and calculation of interest Inter-company loans of funds conducted by the Company shall be short-term financing in principle, and shall not be longer than 1 year. In the case of loan renewal, an application shall be resubmitted to the Company.The duration of inter- company loans of funds between overseassubsidiariesshallalsonot be longer than1years, and may be renewed. (Content below omitted)	To make amendments in accordance with Article 3 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarant ees by Public Companies.”
Article 14:Subsequent measures for control and management of loans, and procedures for handling delinquent creditor's rights After a loan is appropriated, the Company shall pay attention to the financial, business and credit status of the borrower and guarantor. In the case of provision of collateral, the Company shall also pay attention to whether the value of collateral is changed. Before the loan is due, the Company shall notify the borrower to pay off the principal and interests upon the due date. The loan officer shall formulate a monthly statement of funds loaned to other companies for the previous month and submit it to every management level for approval. If the borrower does not pay off the principal and interests after the	Article 14:Subsequent measures for control and management of loans, and procedures for handling delinquent creditor's rights After a loan is appropriated, the Company shall pay attention to the financial, business and credit status of the borrower and guarantor. In the case of provision of collateral, the Company shall also pay attention to whether the value of collateral is changed. Before the loan is due, the Company shall notify the borrower to pay off the principal and interests upon dueor engage in loan renewal. The loan officer shall formulate a monthly statement of funds loaned to other companies for the previous month and submit it to every management leveland requestfor approval. If the borrower does not pay off the principal and interestsor engage in	To revise the wording.

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Article After Amendment	Current Article	Description of Amendment
loan is due, the Company shall take measures to preserve creditor's rights according to the laws after issuing necessary notices.	loan renewalafter the loan is due, the Company shall take measures to preserve creditor's rights according to the laws after issuing necessarynotices.
Article 16: Internal control (Content above omitted) Internal auditors shall audit the procedures governing loaning funds and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notifythe Audit Committeein writing of any material violation found.	Article 16: Internal control (Content above omitted) Internal auditors shall audit the procedures governing loaning funds and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notifyall the supervisorsin writing of any material violation found.	To revise the wording in accordance with the establishment of the Audit Committee in substitution for supervisors.
Article 17: Supervision and management If, as a result of a change in circumstances, a counterparty for which funds are loaned does not meet the requirements of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans tothe Audit Committee,and shall complete the rectification according to the timeframe set out in theplan.	Article 17: Supervision and management If, as a result of a change in circumstances, a counterparty for which funds are loaned does not meet the requirements of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans toall the supervisors,and shall complete the rectification according to the timeframe set out in theplan.	To revise the wording in accordance with the establishment of the Audit Committee in substitution for supervisors.
Article 18: Assessment standards for endorsement/guarantee Before making an endorsement/guarantee for others, the Company shall carefully evaluate whether the endorsement/guarantee is in compliance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and the Procedures. The Company may make an endorsement/guarantee	Article 18: Assessment standards for endorsement/guarantee Before making an endorsement/guarantee for others, the Company shall carefully evaluate whether the endorsement/guarantee is in compliance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and the Procedures.The Company may make an endorsement/guarantee	To revise the wording.

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Article After Amendment	Current Article	Description of Amendment
only after the evaluation results under this paragraph and Article 20, paragraphs 2 and 3 have been submitted to and resolved upon by the Board of Directors, or approved by the Chairman of the Board, where empowered by the Board of Directors to grant endorsements/guarantees within 25% of the Company’s total net worth,for subsequent submission to and ratification by the next Board of Directors' meeting. Paragraph 2 (omitted) Where the Board of Directors resolves agendas of providing guarantees to others, it shall take into full consideration each independent director's opinions; independent directors' opinions expressing dissentor reservation, if any, shall be expressly recordedin theminutesof the Board of Directors' meeting.	only after the evaluation results under this paragraph and Article 20, paragraphs 2 and 3 have been submitted to and resolved upon by the Board of Directors, or approved by the Chairman of the Board, where empowered by the Board of Directors to grant endorsements/guarantees withina specific limit,for subsequent submission to and ratification by the next Board of Directors' meeting. Paragraph 2 (omitted) Where theCompany has established the position of independent director, when its Board of Directors resolves agendas of providing guarantees to others, it shall take into full consideration each independent director's opinions;theiropinionsspecifically expressingassent ordissentand their reasons for dissent are tobe included in therecordsof the Board of Directors' meeting.
Article 20: Procedures for making and reviewing endorsements/guarantees (Content above omitted) II. When the Company makes an endorsement/guarantee for external parties, the Finance Unit shall submit a proposal elaborating on the name and date of the entity to which the Company makes the endorsement/guarantee, committed guarantees, reasons, amount, contents of collateral obtained, and conditions and date for releasing the obligations of endorsement/guarantee, and submitit in combination with the evaluation results of the necessity,reasonableness and	Article 20: Procedures for making and reviewing endorsements/guarantees (Content above omitted) II. When the Company makes an endorsement/guarantee for external parties, the Finance Unit shall submit a proposal elaborating on the name and date of the entity to which the Company makes the endorsement/guarantee, committed guarantees, reasons, amount, contents of collateral obtained, and conditions and date for releasing the obligations of endorsement/guarantee, and commendit in combination with the evaluation results of the necessity,reasonableness	To revise the wording.

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Article After Amendment	Current Article	Description of Amendment
risk of making the endorsement/guarantee, as well as an assessment report on the Company’s operating risk, financial status and impacts on shareholder’s rights and interests, to the Chairman for ratification. In cases where the entity to which the Company makes the endorsement/guarantee is the one prescribed in the preceding paragraph, an official letter issued by the guarantee shall be enclosed additionally as attachment. III.-VI. (Omitted) VII. When the Company cancels the registration of the endorsement/guarantee, it shall obtain the negotiable instrument or agreement issued from the guarantee, and the Finance Unit shall draw up the proposal elaborating on the actual date of release from the obligations of endorsement/guarantee, reasons, and contents of the negotiable instrument or agreement recalled, and submitthem to the Chairman for ratification. (Content below omitted)	and risk of making the endorsement/guarantee, as well as an assessment report on the Company’s operating risk, financial status and impacts on shareholder’s rights and interests, to the Chairman for ratification. In cases where the entity to which the Company makes the endorsement/guarantee is the one prescribed in the preceding paragraph, an official letter issued by the guarantee shall be enclosed additionally as attachment. III.-VI. (Omitted) VII. When the Company cancels the registration of the endorsement/guarantee, it shall obtain the negotiable instrument or agreement issued from the guarantee, and the Finance Unit shall draw up the proposal elaborating on the actual date of being released from the obligations of endorsement/guarantee, reasons, and contents of the negotiable instrument or agreement recalled, and commendthem to the Chairman for ratification. (Content below omitted)
Article 23: Announcing and reporting procedures (Content above omitted) (III) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, carrying amount of	Article 23: Announcing and reporting procedures (Content above omitted) (III) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for,investmentof a long-	To make amendments in accordance with Article 25 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarant ees by Public Companies.”

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Article After Amendment		Description of Amendment
investmentusing the equity methodin, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement. (Content below omitted)	term naturein, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement. (Content below omitted)
Article 25: Internal control (Content above omitted) Internal auditors shall audit the operational procedures for providing endorsements/guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notifythe Audit Committeein writing of any material violation found.	Article 25: Internal control (Content above omitted) Internal auditors shall audit the operational procedures for providing endorsements/guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notifyall the supervisorsin writing of any material violation found.	To revise the wording in accordance with the establishment of the Audit Committee in substitution for supervisors.
Article 26: Supervision and management If, as a result of a change in circumstances, a counterparty for which an endorsement/guarantee is made does not meet the requirements of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” or the amount exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans tothe Audit Committee,and shall complete the rectification according to the timeframe set out in theplan.	Article 26: Supervision and management If, as a result of a change in circumstances, a counterparty for which an endorsement/guarantee is made does not meet the requirements of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” or the amount exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans toall the supervisors,and shall complete the rectification according to the timeframe set out in the plan.	To revise the wording in accordance with the establishment of the Audit Committee in substitution for supervisors.
Article 28: Amendment procedures The Procedures shallfirstbe approved by the Audit Committee, after passage by the Board of Directors, submitted for approval by the shareholders' meeting before take effect; where any director expresses dissent and it is	Article 28:Amendment procedures The Procedures shall be, after passage by the Board of Directors, submitted to each supervisor and submitted for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a	To make amendments in accordance with Article 8 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarant ees byPublic

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Article After Amendment	Current Article	Description of Amendment
contained in the minutes or a written statement, the Company shall submit the dissenting opinion for discussion by the shareholders’ meeting. The same shall apply to any amendments to the Procedures. When an agenda is proposed for discussion by the Board of Directors according to the provisions in the preceding paragraph, it shall take into full consideration the opinions of each independent director; independent directors' opinions expressing dissentor reservation, if any, shall be expressly recordedin theminutesof the Board of Directors' meeting. When an agenda is proposed for discussion by the Audit Committee according to the provisions in the first paragraph, it shall be approved by more than half of all Audit Committee members. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. The“all Audit Committee members”and“all directors” referred to in the preceding paragraph mean the actual number of Audit Committee members and directors who are currently holding the position.	written statement, the Company shall submit the dissenting opinion toeach supervisor andfor discussion by the shareholders’ meeting. The same shall apply to any amendments to the Procedures. Where the Company has established the position of independent director, when an agenda is proposed for discussion by the Board of Directors according to the provisions in the preceding paragraph, it shall take into full consideration the opinions of each independent director;their opinions specifically expressing assent ordissentand their reasons for dissent are to be includedin the recordsof the Board of Directors' meeting.	Companies” and the establishment of the Audit Committee in substitution for supervisors.

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【 Annex 9 】

WT Microelectronics Co., Ltd. Comparison Table for Amendments to the Rules for Election of Directors and Supervisors

Name of Regulations or Article After Amendment	Current Name of Regulations or Article	Current Name of Regulations or Article	Description of Amendment
Rules for Director Elections	Rules for Director Elections	and Supervisor	Revised the name in coordination with the establishment of an audit committee.

Article 1: The election of directors of the Company shall be handled in accordance with these Rules.	Article 1: The election of directorsand supervisorsof the Company shall be handled in accordance with these Rules.		Established an audit committee to replace supervisors, so provisions related to supervisors were deleted.
Article 2: The election of the Company's directors shall be held according to candidate nomination procedures specified in Article 192-1 of the Company Act. The candidate nominationsystem and accumulated voting with single name registered on the ballot will be used for the election of directors. The attendance card codeof the electors may be used on the ballot instead of the name of the electors. Each share has the number of exercisable votes same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate, or may be split for election of two or more candidates, on the candidate list of directors, unless otherwise stipulated or limited.	Article 2: The candidate nominationmethod and accumulated voting with single name registered on the ballot will be used for the election of directorsand supervisors.The attendance cardnumberof the electors may be used on the ballot instead of the name of the electors. Each share has the number of exercisable votes same as the number of directorsand supervisorsto be elected, and the total number of votes per share may be consolidated for election of one candidate, or may be split for election of two or more candidates, on the candidate list of directors and supervisors,unless otherwise stipulated or limited.		Specified that the Company's directors shall be elected via the candidate nomination system. Due to the audit committee established to replace supervisors, provisions related to supervisors were deleted and the text was revised.

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Name of Regulations or Article After Amendment	Current Name of Regulations or Article	Description of Amendment
Article 3: Independentandnon-independent directors shall be selected from the list of candidates in the Regular Shareholders' Meeting and elected at the same time in accordance with the quota stipulated in Articles of Incorporation and related announcements. The voting result is determined by electronic votes or ballots. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an elected independentor non-independent director. If two or more persons obtain the same number of votes and the number of such persons exceeds the specified seats available, such persons obtaining the same votes shall draw lots to decide who should win the seats available, and the chairperson shall draw lots on behalf of the candidate who is not present.	Article 3: Independent,non-independent directors,and supervisorsshall be selected from the list of candidates in the Regular Shareholders' Meeting and elected at the same time in accordance with the quota stipulated in Articles of Incorporation and related announcements. The voting result is determined by electronic votes or ballots. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an elected independent, non-independent director,or supervisor.If two or more persons obtain the same number of votes and the number of such persons exceeds the specified seats available, such persons obtaining the same votes shall draw lots to decide who should win the seats available, and the chairperson shall draw lots on behalf of the candidate who is notpresent.	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted.
Article 4: The ballots shall be prepared by the board of directors and marked with the weights and distributed amongshareholders present in order to hold the election in accordance with the quota of directors. The election held by electronic votes requires no ballots.	Article 4: The ballots shall be prepared by the board of directors and marked with the weights and distributedto shareholders present in order to hold the election in accordance with the quota of directorsor supervisors.The election held by electronic votes requires no ballots.	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted and the text was revised.
Article 5: When the election commences, the chairperson of the meeting shall appoint ballot supervisor(s) from among the shareholders present. Other personnel responsible for countingand announcing the ballots and performing relevant duties shall be appointed by the chairperson of the meeting.	Article 5: When the election commences, the chairperson of the meeting shall appoint ballot supervisor(s) from among the shareholders present. Other personnel responsible for recordingand announcing the ballots and performing relevant duties shall be appointed by the chairperson of the meeting.	The text was revised.

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Name of Regulations or Article After Amendment	Current Name of Regulations or Article	Description of Amendment
Article 6: For board member elections, the ballot box shall be prepared by the board of directors and examined by the ballot supervisor(s) in public before the voting.	Article 6: For board membersand supervisorselections, the ballot box shall be prepared by the board of directors and examined by the ballot supervisor(s) in public before the voting.	Established an audit committee to replace supervisors, so provisions related to supervisors were deleted.
Article 7: If the candidate is a shareholder of the Company, the electors shall fill in the name and the shareholder's number of such candidate in the column of "candidate" of the ballot. If the candidate is not a shareholder of the Company, the electors shall fill in such candidate's name and the number of its identificationdocumentin the same column. If the candidate is a government agency or a legal entity, either the full name of the government agency or the legal entity or the full name of the government agency or the legal entity and the name(s) of their representative(s) should be filled in the column of to be elected. If the government-linked shareholder or institutional shareholder has several representatives, the name of each representative shall be filled in.	Article 7: If the candidate is a shareholder of the Company, the electors shall fill in the name and the shareholder's number of such candidate in the column of "candidate" of the ballot. If the candidate is not a shareholder of the Company, the electors shall fill in such candidate's name and the number of its identificationcertificatein the same column. If the candidate is a government agency or a legal entity, either the full name of the government agency or the legal entity or the full name of the government agency or the legal entity and the name(s) of their representative(s) should be filled in the column of to be elected. If the government-linked shareholder or institutional shareholder has several representatives, the name of each representative shall be filled in.	The text was revised.
Article 8: A ballot shall be void upon any of the following conditions: 1.The ballot was not in the form provided by the board of directors. 2.-7.(Omitted.)	Article 8: A ballot shall be void upon any of the following conditions: 1.The ballot was not in the form provided in accordance with these Rules. 2.-7.(Omitted.)	The text was revised.
Article 9: The ballot box shall be opened and the ballots shall be counted on spot under the supervision of the ballot supervisor immediately after the completion of voting, and the result of counting the ballots shall beproclaimedbythe chairperson	Article 9: The ballot box shall be opened and the ballots shall be counted on spot under the supervision of the ballot supervisor immediately after the completion of voting, and the result of counting the ballots shall beannouncedbythe chairperson	The text was revised.

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	Name of Regulations or Article After Amendment	Current Name of Regulations or Article	Description of Amendment
	of the meeting or the person designated by the chairperson.	of the meeting or the person designated by the chairperson.
	Article 11: These Rules shall be effective upon approval of the shareholders' meeting. The same applies to amendments. These Rules were formulated on May 31, 1999. The 1st Amendment was made on May 2, 2001. The 2nd Amendment was made on June 17, 2002. The 3rd Amendment was made on June 10, 2015. The 4th amendment was made on June 21, 2019.	Article 11: These Rules shall be effective upon approval of the shareholders' meeting. The same applies to amendments. These Rules were formulated on May 31, 1999. The 1st Amendment was made on May 2, 2001. The 2nd Amendment was made on June 17, 2002. The 3rd Amendment was made on June 10, 2015.	Changed the date format and added a new amendment.

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【 Annex 10 】

WT Microelectronics Co., Ltd. List of Director Candidates (Including Independent Directors)


	Basic information about director candidates

Candidate name (full name)	Cheng, Wen-Tsung	Hsu, Wen-Hung	Sung Kao, Hsin- Ming	Representative of Wen You Investment Co., Ltd.: Cheng,Ken-Yi
Education	Tunghai University	National Chengchi University	EMBA, International Business, National Taiwan University	Department of Accounting, Feng Chia University
Experience	�Chairman, WT Microelectronic s Co., Ltd.	�Senior Vice President, WT Microelectronic s Co., Ltd.	�Section Head, Electronics Research Institute, Institute for Industrial Research	�Consultant,Rese arch and Development Department of Barits Securities Corp. �Vice President, Hung Yang Venture Capital Co., Ltd. �Assistant Manager, Underwriting Department, Taiwan International Securities Co., Ltd.
Current Position	�Chairman, WT Microelectronics Co., Ltd. �Chairman, Nuvision Technology, Inc. �Chairman, Techmosa International Incorporation �Chairman, Morrihan International Corp. �Chairman, Maxtek TechnologyCo.,	�Senior Vice President, WT Microelectronics Co., Ltd. �Representative of Legal Person Director, Nuvision Technology Inc. �Representative of Legal Person Director, Morrihan International Corp. �Representative of Legal Person	�Chairman , Markettech International Corp. �Chairman, Macrotec Technology Corp. �Chairman, Ji-Xuan Investment Corp. �Chairman, Mic Techno Co., Ltd. �Supervisor, ProbeLeader Co., Ltd.	�Director, WT Microelectronics Co., Ltd. �Director, Grand Fortune Securities Co., Ltd. �Independent Director, Holy Stone Enterprise Co., Ltd. �Director, Solytech Enterprise Corporation �Director, Shieh Yih Machinery IndustryCo.,Ltd.

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	Ltd. �Chairman, Hongtech Electronics Co., Ltd. �Chairman, Hotech Electronics Corp. �Chairman, AboveE Technology Inc. �Chairman, Milestone Investment Co., Ltd. �Chairman, SinYie Investment Co., Ltd. �Director, WT Microelectronics (Hong Kong) Limited �Director,Wen You Investment Co., Ltd. �Director,Tang Ye Investment Co., Ltd. �Director, WT Technology(H.K.) Limited �Director, WT Technology Pte. Ltd. �Director, WT Microelectronics Singapore Pte. Ltd. �Director, Wintech Microelectronics Ltd. �Director, WT Microelectronics (Malaysia) Sdn. Bhd. �Director, WT Solomon QCE Limited �Representative Director, Wonchang Semiconductor Co., Ltd. �Representative Director,WT	Director, Hotech Electronics Corp. �Representative of Legal Person Director, AboveE Technology Inc �Representative of Legal Person Director, Maxtek Technology Co., Ltd. �Representative of Legal Person Director, Hongtech Electronics Co., Ltd. �Representative of Legal Person Director, Milestone Investment Co., Ltd. �Representative of Legal Person Director, SinYie Investment Co., Ltd. �Representative of Legal Person Director, JCD Optical (Cayman) Co., Ltd �Director, WT Microelectronics (Hong Kong) Limited �Director, WT Microelectronics (Thailand) Limited. �Director, WT Technology Pte. Ltd. �Director, WT Microelectronics Singapore Pte. Ltd. �Director, WT Microelectronics (Malaysia) Sdn. Bhd. �Director, WT Technology(H.K.)		�Supervisor, Leader Electronics Inc. �Independent Director,Prolific Technology Inc. �Independent Director, HiTrend Technology (Shanghai) Co., Ltd.

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	Technology Korea Co., Ltd. �Director, BSI Semiconductor Pte. Ltd. �Director, Morrihan Singapore Pte. Ltd. �Director, MSD Holdings Pte. Ltd. �Director, Anius Enterprise Co., Ltd. �Director, Mega Source Co., Ltd. �Director, Lacewood International Corp. �Director, Maxtek International (HK) Limited	Limited �Director, WT Solomon QCE Limited �Director, Wonchang Semiconductor Co., Ltd. �Director, WT Technology Korea Co., Ltd. �Director, BSI Semiconductor Pte. Ltd. �Director, MSD Holdings Pte. Ltd. �Director, Maxtek International (HK) Limited �Chairman, Wen You Investment Co., Ltd. �Chairman, Tang Ye Investment Co., Ltd. �Director,Shao Yang Investment Limited
Number of shares held	28,177,112	8,356,543	4,474,434	1,359,204

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【Annex 10】

WT Microelectronics Co., Ltd. List of Director Candidates (Including Independent Directors)

	Basic information about independent director candidates	Basic information about independent director candidates	Basic information about independent director candidates

Candidate name (full name)	Cheng, Tien-Chong	Kung, Ju-Chin	Lin, Che-Wei
Education	MBA, Santa Clara University, USA	MBA, University of California Master of Laws, National Chengchi University	University of Missouri Columbia, master of science in electrical engineering
Experience	�CEO, FIH Mobile Limited, subsidiary of Foxconn Technology Group �Vice President, Foxconn Technology Group �President, Texas Instruments Asia- Pacific �President,HP China	�CPA of USA and China �CPA of Taiwan �CPA of China �Assistant Manager, PricewaterhouseCoopers	�Vice President, VIA Technologies, Inc. �Vice President, ASUSTek Computer Inc.
Current Position	�Director, Aurotek Corporation �Director, Jorjin Technologies Inc. �Independent Director, Hangzhou Hikvision Digital Technology Co., Ltd.	�CFO, Cite Media Holding Group �CEO, Cite Cultural & Arts Foundation �Supervisor, CoAsia Microelectronics Corp. �Managing Director, Magazine Business Association of Taipei �Associate Professor, China Industrial & Commercial Research Institute	�Representative of Legal Person Director and President, ASMedia Technology Inc.
Number of shares held	0	0	0

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【 Annex 11 】

WT Microelectronics Co., Ltd. List of Directors (Including Independent Directors) Candidates Holding Concurrent In-Services in Other Companies

Directors (Including independent directors)	Concurrent positions held and in which companies
Cheng,Wen-Tsung	Chairman,Nuvision Technology,Inc.
Hsu, Wen-Hung	Representative of Legal Person Director, Nuvision Technology Inc. Representative of Legal Person Director, JCD Optical (Cayman) Co., Ltd. Chairman, Wen You Investment Co., Ltd. Chairman, Tang Ye Investment Co., Ltd. Director,Shao YangInvestment Limited
Cheng, Ken-Yi	Director, Grand Fortune Securities Co., Ltd. Independent Director, Holy Stone Enterprise Co., Ltd. Director, Solytech Enterprise Corporation Director, Shieh Yih Machinery Industry Co., Ltd. Independent Director,Prolific Technology Inc. Independent Director,HiTrend Technology (Shanghai)Co.,Ltd.
Sung Kao, Hsin-Ming	Chairman and CEO, Markettech International Corp. Chairman, Macrotec Technology Corp. Chairman, JI-XUAN Investment Corp. Chairman, Mic Techno Co., Ltd. Representative of Legal Person Director,eZoom Information, Inc Representative of Legal Person Director, ADAT Technology Co., Ltd. Representative of Legal Person Director, Forward Science Corp. Representative of Legal Person Director,Intellicares co., Ltd. Director, Brillian Network & Automation Integrated System Co.,Ltd. Representative of Legal Person Director, Top Union Electronics Corp. Representative of Legal Person Director and Chairman, Marketech Integrated Pte Ltd. Representative of Legal Person Director, Marketech International Sdn. Bhd. Representative of Legal Person Director, Market Go Profits Ltd. Representative of Legal Person Director, Headquarter International Ltd. Representative of Legal Person Director, Tiger United Finance Ltd. Representative of Legal Person Director,Mic-Tech Global Corp. Representative of Legal Person Director,Mic-Tech Ventures Asia Pacific Inc. Representative of Legal Person Director, Russky H.K. Limited President, Mic-Tech Viet Nam Co., Ltd. President,Marketech Co., Ltd. Representative of Legal Person Director,Marketech Engineering Pte. Ltd. Representative of Legal Person Director, Marketech Integrated Construction Co., Ltd. Representative of Legal Person Director, Marketech Integrated Manufacturing Co., Ltd. Representative of Legal Person Director, Frontken Mic Co., Limited Representative of Legal Person Director,Leader Fortune Enterprise Co.,Ltd.

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Directors (Including independent directors)	Concurrent positions held and in which companies
	Representative of Legal Person Director, Pt Marketech International Indonesia Representative of Legal Person Director, Marketech Netherlands B.V. Representative of Legal Person Director, MICT International Limited Representative of Legal Person Director, Fortune Blessing Co., Limited Representative of Legal Person Director, Chairman,and President, Mic- Tech (Shanghai) Corp., Ltd. Representative of Legal Person Director and Chairman, MIC-Tech China Trading (Shanghai) Co., Ltd. Representative of Legal Person Director, ChenGao M&E Engineering (Shanghai) Co., Ltd. Representative of Legal Person Director, Chairman, and President, Shanghai Puritic Co., Ltd. Representative of Legal Person Director and Chairman, MIC-TECH Electronics Engineering Corp. Representative of Legal Person Director, Chairman,and President, Fuzhoujiwei System Integrated Co., Ltd. Representative of Legal Person Director, Chairman,and President, MIC-Tech (WuXi) Co., Ltd. Representative of Legal Person Director, SKMIC (WuXi) Corp. Representative of Legal Person Director and Chairman,Nanjing Fortune International Corporation Representative of Legal Person Director, Frontken MIC (Wuxi) Co., Ltd. Representative of Legal Person Director and Chairman, Nantong Jianrui Optoelectronics TechnologyCo.,Ltd.
Cheng, Tien-Chong	Director, Aurotek Corporation Director, Jorjin Technologies Inc. Independent Director,Hangzhou Hikvision Digital TechnologyCo.,Ltd.
Lin, Che-Wei	Representative of Legal Person Director and President, Asmedia Technology Inc. Director, Applied Optoelectronics, Inc. Director, iCatch Technology, Inc. Director,Sunplus Group

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【 Appendix 1 】

WT Microelectronics Co., Ltd. Rules for Election of Directors and Supervisors

Article 1: The election of directors and supervisors of the Company shall be handled in accordance with these Rules.
Article 2: The candidate nomination method and accumulated voting with single name registered on the ballot will be used for the election of directors and supervisors. The attendance card number of the electors may be used on the ballot instead of the name of the electors. Each share has the number of exercisable votes same as the number of directors and supervisors to be elected, and the total number of votes per share may be consolidated for election of one candidate, or may be split for election of two or more candidates, on the candidate list of directors and supervisors, unless otherwise stipulated or limited.
Article 3: Independent and non-independent directors and supervisors shall be selected from the list of candidates in the General Shareholders’ Meeting and elected at the same time in accordance with the quota stipulated in Articles of Incorporation and related announcements. The voting result is determined by electronic votes or ballots. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an elected independent or nonindependent director or supervisor. If two or more persons obtain the same number of votes and the number of such persons exceeds the specified seats available, such persons obtaining the same votes shall draw lots to decide who should win the seats available, and the chairperson shall draw lots on behalf of the candidate who is not present.
Article 4: The ballots shall be prepared by the board of directors and marked with the weights and distributed to shareholders present in order to hold the election in accordance with the quota of directors or supervisors. The election held by electronic votes requires no ballots.
Article 5: When the election commences, the chairperson of the meeting shall appoint ballot supervisor(s) from among the shareholders present. Other personnel responsible for recording and announcing the ballots and performing relevant duties shall be appointed by the chairperson of the meeting.
Article 6: For board members and supervisors elections, the ballot box shall be prepared by the board of directors and examined by the ballot supervisor(s) in public before the voting.
Article 7: If the candidate is a shareholder of the Company, the electors shall fill in the name and the shareholder's number of such candidate in the column of "candidate" of the ballot. If the candidate is not a shareholder of the Company, the electors shall fill in such candidate's name and the number of its identification certificate in the same column. If the candidate is a government agency or a legal entity, either the full name of the government agency or the legal entity or the full name of the government agency or the legal entity and the name(s) of their representative(s) should be filled in the column of to be elected. If the governmentlinked shareholder or institutional shareholder has several representatives, the name of each representative shall be filled in.
Article 8: A ballot shall be void upon any of the following conditions:
The ballot was not in the form provided in accordance with these Rules.
The ballot was blank when cast in the ballot box.
The handwriting on the ballot was blurred or illegible or has been altered.
If the candidate is a shareholder of the Company, the name(s) of the candidate(s) and shareholder's number are not consistent with the shareholder register; if the candidate is not a shareholder of the Company, the name(s) and numbers of identification certificates are verified to be inconsistent.

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There are other written characters or symbols in addition to the name(s) of the candidate(s), or shareholders number (the number of identification certificate) and the designated number of voting rights on the ballot.
The name of a candidate filled in on the ballot is same as another shareholder's name but the respective shareholder's numbers or numbers of identification certificates are not indicated to identify each of them.
There are two or more than two candidates on the candidate list filled in on the same ballot.
Article 9: The ballot box shall be opened and the ballots shall be counted on spot under the supervision of the ballot supervisor immediately after the completion of voting, and the result of counting the ballots shall be announced by the chairperson of the meeting or the person designated by the chairperson.
Article 10: Matters not provided in these Rules shall be handled in accordance with the Articles of Incorporation of the Company and relevant laws and regulations.
Article 11: These Rules shall be effective upon approval of the shareholders' meeting. The same applies to amendments.
These Rules were formulated on May 31, 1999.
The 1st Amendment was made on May 2, 2001.
The 2ed Amendment was made on June 17, 2002.
The 3rd Amendment was made on June 10, 2015.

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【 Appendix 2 】

WT Microelectronics Co., Ltd. Rules of Procedure for Shareholder Meetings

Article 1: Meetings of shareholders shall be acted upon in accordance with these Rules. Matters not provided in these Rules shall be handled in accordance with Company Act and relevant laws and regulations.
Article 2: Shareholders mentioned in these Rules refer to shareholders themselves and proxies attending the meeting on behalf of shareholders.
Article 3: Shareholders or proxies present may turn in their attendance cards to sign in, who will be recognized as present. The Company is not responsible for the recognition of attendance.
Article 4: The total attendance and vote shall be calculated based on shares in accordance with the attendance cards turned in at the meeting plus ballets or electronic votes. If shareholders propose to count the attendance, the chairperson may not proceed. In the resolution, if the attendance has reached the statutory quota, the proposal is considered approved.
When a corporate is authorized to attend the shareholders’ meeting, only one representative shall be appointed by the corporate.
When corporate shareholders appoint two or more representatives to attend the shareholders’ meeting, only one representative has the right to speak for the same proposal.
Article 5: The venue of shareholders’ meeting shall be at the Company or a convenient and suitable location. The shareholders’ meeting shall be held during 9 a.m. and 3 p.m.
Article 6: If a shareholders’ meeting is convened by the board, the chairman of the board shall be the chairman presiding at the meeting. If the chairman of the board is on leave or cannot perform his duties for some reason, the chairman shall designate one director to act on his behalf. If the chairman has not appointed a proxy, the meeting chair shall be elected from among the directors present.
If the meeting is convened by any other person besides the board of directors who is entitled to convene the meeting, such person shall be the chairman to preside at the meeting. If there are more than two persons convening the meeting, then shall be the one elected by the other.
Article 7: The chairman shall call the meeting to order at the time scheduled for the meeting, provided, however, that if during postpone the shareholders’ meeting to a later time, provided, however, that the maximum number of times a shareholder meeting may be postponed shall be two and total time of postponement shall not exceed one hour. If after two postponements no quorum can yet be constituted, the chairman may announce the dissolution. When the shareholders present at the meeting represent more than one third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. Shareholders shall be informed of such tentative resolutions and the shareholders’ meeting will be convened within one months.
If before the end of the meeting and at enough shares become present to constitute a quorum, the chairman may then re-submit the tentative resolutions to the meeting for approval, in accordance with Article 174 of the Company Act.
Article 8: The agenda for the shareholders’ meetings shall be set by the Board of Directors if the

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meeting is convened by the Board of Directors. The meeting shall be conducted in accordance with the agenda, which may not be altered without a resolution adopted at the shareholders’ meeting.

The preceding provisions of this Article apply mutatis mutandis to cases where shareholders’ meetings are convened by any person(s), other than the Board of Directors, entitled to convene the meeting.

Unless otherwise resolved at the shareholders’ meeting, the chairman may not announce adjournment of the meeting unless the scheduled agenda items (including Questions and Motions) set forth in the preceding provisions of this Article are concluded, or in case of disorder of other matters that make the meeting hard to proceed normally. If the chairman announces adjournment of the meeting and violates these rules of procedure, the meeting may be continued after electing one of the attendees to be the meeting chainman in accordance to the approval of the majority of the votes represented by the attending shareholders.

After the meeting is adjourned, shareholders may not separately elect a chair and resume the meeting at the original or another venue.

Article 9: When a shareholder attending the meeting wishes to speak, he or she shall first fill out a speaker’s card, specifying therein the major points of his or her speech, account number (or number appeared on attendance pass) and account name. The chairman shall determine sequence of shareholders’ speeches.

A shareholder in attendance who submits a speaker’s slip but does not speak shall be deemed to have not spoken. In the case where the contents of a shareholder’s speech differ from those specified on the speaker’s card, the contents of the actual speech shall prevail.

When shareholders’ authorization is limited by proxies in the power of attorney or through other methods, proxies’ speech or votes shall prevail, regardless of the Company’s awareness.

Article 10: A shareholder may not speak more than twice on the same resolution without the chairman’s consent, with five minutes maximum for each speech.

The chairman may stop any shareholder who violates the above rules or exceeds the scope of the agenda item.

Unless otherwise permitted by the chairman and speaking shareholder, no shareholder shall interrupt the speech of the speaking shareholder; the chairman shall stop any such interruptions.

Shareholders not obeying the chairman regarding the situations mentioned in preceding two paragraphs shall be handled in accordance with Paragraph 4 of Article 18.

Article 11: The chairman may respond or designate other persons to respond after an attending shareholder’s speech.
Article 12: Discussions or votes shall be carried out only for proposals. When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution. For such motions which are announced by the chairman to be determined by votes, ballets may be casted for several motions at the same time but shall be voted separately.
Article 13: Unless otherwise specified in the Company Act and the Articles of Incorporation, resolutions shall be adopted by a majority of the votes represented by the attending shareholders.

The resolution by electronic votes shall be deemed adopted and shall have the same

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effect as if it was voted by casting ballots if no objection is voiced after inquiry by the chairman.

In case of objection, a ballet shall be cast for a vote by each motion or by each proposal (including election) to be determined by the chairman. Votes shall be counted separately.

If there is an amendment or replacement proposal to the original proposal, the chairman shall decide the sequence of voting for such proposals, provided that if any one of the proposals has been approved, other matters shall be deemed vetoed and no further voting is required.

Article 14: Shareholders of the Company have one vote per share, except for those limited to vote or having no vote in accordance with Paragraph 2, Article 179 of Company Act. According to Article 177-1 of Company Act, shareholders exercising their votes through ballets or electronic votes are deemed present in the shareholders’ meeting. However, such shareholders shall waive their votes for questions and motions and the
amendments or alternatives of the original proposals in the shareholders’ meeting.
Article 15: The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder.

The vote counting process of the voting and election shall be announced at the venue of the meeting once completed, including the weights. And the result of the vote counting process shall be recorded.

Article 16: The Company may appoint designated attorneys, certified public accounts or other relevant persons to attend shareholders’ meetings.
Article 17: The recording mentioned in the preceding paragraph shall be kept for at least one year. The litigations brought by shareholders in accordance with Article 189 of Company Act shall be recorded until closed.
Article 18: The staff members who take charge of the shareholders’ meeting affairs shall wear identification certificates or armbands.

The chairman may direct disciplinary officers or security personnel to maintain the order of the Meeting. For identification purposes, they shall wear a badge bearing the words of “disciplinary officer.”

If a public-address system is available at the venue, the chairman may stop the shareholder’s speech using equipment outside the Company’s setting. Persons that violate the Rules or interfere with the procedures of the shareholders’ meeting and disobey the chairman’s correction will be asked by disciplinary officers or security personnel to leave the venue.

Article 19: During the process of the meeting, the chairman may announce a recess at an appropriate time. In case of irresistible circumstances, the chairman may suspend the shareholders’ meeting and announce the time of continuance of the meeting. If the shareholders’ meeting cannot be held at the venue before the scheduled procedures (including Questions and Motions) of the meeting agenda are ended, the shareholders’ meeting may be proceeded at another venue.

Article 20: These Rules and procedures shall be effective after ratification at the shareholders’ meetings. The same applies to modifications. These Rules were formulated on May 31, 1999. The 1st amendment was made on April 6, 2000. The 2ed amendment was made on June 17, 2002. The 3rd amendment was made on May 25, 2005. The 4th amendment was made on June 10, 2015.

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【 Appendix 3 】

WT Microelectronics Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company, organized under the Company Act, shall be named WT Microelectronics Co., Ltd.

Article 2: The Company’s scope of business includes:
Processing, manufacturing, research and development, trade, and import and export of various electronic components and finished products
Manufacturing, trade, and import and export of various telephone equipment and components.
General import/export trade (except futures)
Agency of quotations and tenders for domestic and foreign vendors
I301010 Software Design Services
F218010 Retail Sale of Computer Software
F118010 Wholesale of Computer Software
G801010 Warehousing and Storage
F113070 Wholesale of Telecom Instruments
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company is headquartered in New Taipei City and when necessary may establish branches at home and abroad according to resolutions by the board of directors.
Article 4: Any and all public announcement s to be made by the Company shall be in accordance with Article 28 of Company Act.

Chapter 2 Shares

Article 5: The authorized capital of the Company is NT$10 billion, consisting of 1 billion shares, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required.
The total capital mentioned in the preceding paragraph shall reserve NT$820 million, consisting of 82 million shares, with a par value of NT$10 per share, for stock options, preferred stock with warrants, or corporate bonds with warrants.
Article 6: The Company can invest other companies and become their shareholders. The amount of investment is not limited by 40% of paid-up share capital stipulated in Article 13 of Company Act.
Article 7: The share certificates of the Company shall without exception be in registered form, signed by, or affixed with the seals of three or more directors, and authenticated by the competent governmental authority upon issuance. Shares issued by the Company and registered with centralized securities depository enterprises need not be in certificate form.
Article 7-1: Unless otherwise stipulated, shareholder services of the Company shall be handled in accordance with Regulations Governing the Administration of Shareholder Services of Public Companies published by the competent authority.

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Article 7-2: When the Company transfers the shares to employees based on an average price lower than the actual repurchase price, or issues the employee stock options based on the price lower than the closing price of the Company’s common shares on the date of issuance, the resolution shall be adopted by the consent of shareholders present with a majority of the total issued shares and two-thirds of the votes represented by those in attendance at the meeting.
Article 8: Changes to the share register shall be suspended since 60 days before an AGM, 30 days before an EGM, or 5 days before the ex-dividend date or the date set for the distribution of bonuses or other benefits.

Chapter 3 Shareholders’ Meeting

Article 9: There are two types of shareholders' meetings: regular shareholders meetings and extraordinary shareholders meetings. The regular shareholders' meeting is held once a year within six months of the close of the fiscal year by the board of directors in accordance with the law. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.
Article 10: For any shareholders' meeting, a shareholder who may not attend the meeting due to certain reasons shall appoint a proxy in accordance with Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies published by the competent authority.
Article 11: Each shareholder of the Company is entitled to one vote per share, unless otherwise stipulated or limited.
Article 11-1: (Deleted).
Article 12: Unless otherwise provided by applicable laws and Articles of Incorporation of the Company, a resolution of the shareholders’ meeting shall be in accordance with the Rules of Procedure for Shareholder Meetings stipulated by the Company.

Chapter 4 Directors and Supervisors

Article 13: The Company shall have five to nine directors, including at least 2 independent directors that represent no less than 1/5 of total directors. The number of directors shall be decided by the board of directors to meet this requirement, and there shall be two supervisors.
Pursuant to Article 192-1 and Article 216-1 of the Company Act, the election of directors and supervisors shall be based on a candidate nomination system. Directors and supervisors of the Company shall be selected from the list of candidates in the shareholders' meeting. The term of office shall be three years, and they may continue in office if re-elected. The election of directors and independent directors shall be held at the same time and voted separately.
The aggregate shareholding percentages of all directors and supervisors in their entirety shall each comply with the regulations prescribed by the competent authority.
Article 14: The board of directors shall consist of the directors of the Company; the chairman of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman shall represent the Company. The chairman and directors shall perform their duties in accordance with the resolutions and instructions made by the board of directors.
Article 14-1: Unless otherwise provided for by applicable law or regulation, a resolution of the

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board of directors shall be adopted by the consent of a majority of the votes

represented by those the majority in attendance at the board of directors meeting.
Article 14-2: Unless otherwise stipulated in Company Act, meetings of the board of directors shall be convened by the chairman of the board of directors .
Board of directors’ meetings shall be announced to all directors and supervisors with the reasons for the meetings stated seven days in advance. A board of directors' meeting may be called at any time in the event of an emergency. Meetings may be announced in writing or by means of fax or electronic transmission.
A director may authorize a director to attend the meeting of the board of directors on behalf of them with the power of attorney stating the scope of authorization. A director may only be made proxy as referred to in the preceding paragraph for a maximum of one other director.
Article 15: If the chairman of the board is on leave or cannot perform his duties for some reason, the board of directors shall designate one proxy in accordance with Article 208 of Company Act.
Article 16: The remuneration of directors and supervisors shall be proposed by Remuneration Committee considering the participation in the Company's operations and contributions and referring to the Company's business performance and the normal standards in the same trade, and submitted to the board of directors for resolution.
Article 16-1: The Company may buy liability insurance for directors in order to reduce the risk of accusation by shareholders or other interested parties due to the performance of duties in accordance with applicable laws and regulations. The same applies to supervisors of the Company.

Chapter 5 Managers

Article 17: The Company may appoint several managers, whose commissioning, decommissioning and pay rate shall be decided in accordance with Article 29 of Company Act.

Chapter 6 Finance

Article 18: Pursuant to Article 228 of the Company Act, the Company's board of directors is responsible for preparing the following statements and reports after the end of every fiscal year. The statements and reports shall be submitted to supervisors for audit 30 days before the regular shareholders’ meeting, and shall be submitted by the board of directors to the regular shareholders' meeting for acknowledgment.
I. Business Report.
II. Financial Statements.

III. Proposal Concerning Appropriation of Net Profits or Recovering of Losses

Article 19: If the Company makes profits (which mean profits before tax without deducting the remuneration of employees and directors and supervisors), more than 1% of such profits shall be distributed to employees and up to 3% to directors and supervisors as their remuneration. If the Company has accumulated losses, the reserve shall be appropriated to offset such losses.
The employee bonuses mentioned in the preceding paragraph shall be distributed by stock or cash to eligible employees, which may include employees of subordinate companies with certain qualifications. The remuneration of directors and supervisors may only be in cash.

The board of directors shall resolve on the matters mentioned in two preceding

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paragraphs and report in the Regular Shareholders' Meeting.

Article 20: If the Company has earnings, such earnings shall be appropriated to offset accumulated losses; then, 10% of such remaining earnings shall be appropriated as the legal reserve, unless the legal reserve has reached the total paid-in capital. If necessary, the special reserve shall be recognized or reversed in accordance with the Order or regulations of competent authorities. If there are still remaining earnings these may be added to initial cumulative undistributed earnings, and if distributable, they shall be held or distributed in accordance with the Company's dividend policy. The amount of distributable earnings and the method of distribution shall be proposed by the board of directors and resolved in the shareholders' meeting.

Chapter 7 Supplementary Provisions

Article 20-1: The Company’s dividend policy is based on the following guidelines:
The Company’s dividend policy is determined by the board of directors based on the business plan, investments, capital budgets, and changes in the environment. As the Company is currently in a growth stage, the earnings shall be held to respond to funds required for operational growth and investments. Currently, the Company adopts the minimum cash dividends plus additional dividends. The earnings are distributed as follows:
The distribution of earnings shall be at least based on 40% of distributable earnings for the period. Considering the future profits and capital demands, the distribution of cash dividends shall be at least 10% of total dividends distributed for the period, if total distributed earnings exceed 30% of paid-in capital before distribution, cash dividends shall be at least 20% of total dividends distributed for the period.

Article 20-2: (Deleted).

Article 21: According to Regulations Governing Loaning of Funds and Making of
Endorsements/Guarantees by Public Companies, the Company may provide endorsements and guarantees and act as a guarantor. Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with other applicable laws or regulations.
Article 22: The Articles of Incorporation were formulated on December 20, 1993. The 1[st] amendment was made on May 23, 1994.

The 2ed amendment was made on August 5, 1994. The 3[rd] amendment was made on November 11, 1994. The 4[th] amendment was made on January 13, 1997. The 5[th] amendment was made on January 3, 1997. The 6[th] amendment was made on March 17, 1997. The 7[th] amendment was made on June 8, 1998. The 8[th] amendment was made on March 30, 1999. The 9[th] amendment was made on May 31, 1999. The 10[th] amendment was made on September 15, 1999. The 11[th] amendment was made on April 6, 2000. The 12[th] amendment was made on May2, 2001. The 13[th] amendment was made on November 6, 2001. The 14[th] amendment was made on June 17, 2002. The 15[th] amendment was made on June 15, 2004. The 16[th] amendment was made on May 25, 2005. The 17[th] amendment was made on June 14, 2006.

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The 18[th] amendment was made on June 15, 2007. The 19[th] amendment was made on June 16, 2009. The 20[th] amendment was made on June 15, 2010. The 21[st] amendment was made on June 15, 2011. The 22ed amendment was made on June 13, 2012. The 23[rd] amendment was made on June 10, 2015. The 24[th] amendment was made on June 3, 2016. The 25[th] amendment was made on June 28, 2018.

WT Microelectronics Co., Ltd. Chairman CHENG, WEN-TSUNG

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【 Appendix 4 】

WT Microelectronics Co., Ltd. Current Shareholding of Directors and Supervisors

According to Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares held by all directors of the Company shall be 18,819,896 and that held by all supervisors of the Company shall be 1,881,989.
As of the date of transfer termination (April 23, 2019), the respective and current shareholding of directors and supervisors recorded in the shareholder register is as follows:

			Percentage of
		Number of Shares	Shareholding to Total
Title	Name
		Held	Shares Issued (%)

			(Note1)
Chairman	CHENG,WEN-TSUNG	28,177,112	4.79
Director	HSU,WEN-HUNG	8,356,543	1.42
Director	KAO,HSIN-MING	4,474,434	0.76
Director	CHENG,KEN-YI	0	0
Independent Director	CHENG, TIEN-CHONG	0	0
Independent Director	KUNG, JU-CHIN	0	0
	Total	41,008,089	6.97
Supervisor	HU,HSIU-HSING	0	0
Supervisor	TANG YE INVESTMENT CO., LTD. Representative: WU,CHIH-HSIUNG	3,361,677	0.57
	Total	3,361,677	0.57

Note1: The total number of shares issued is 588,121,760.

Note2: A seat of the company's board of directors is temporarily vacancy.

The shareholding of directors and supervisors of the Company has reached the statutory standard.

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AI assistant

WT — AGM Information 2019

52269_rns_2019-07-03_a27fc794-47d6-4734-8d91-7b1c0b420378.pdf

WT Microelectronics Co., Ltd.

Handbook of 2019 Regular Shareholders’ Meeting

Table of Contents

WT Microelectronics Co., Ltd. 2019 Regular Shareholders’ Meeting Agenda

1. Call the Meeting to Order (Attendance reported)

2. Chairperson Remarks

3. Report Items

4. Proposed Resolutions

5. Discussion Items

6. Election Matters

7. Other Matters

8. Questions and Motions

Report Items

Proposal:Report on 2018 Distribution of Remuneration to Employees and Directors and Supervisors, for inspection.

Proposed Resolutions

Item No. 1: (Proposed by the Board of Directors)

Proposal: 2018 Business Report and Financial Statements, for inspection.

Discussion Items

Resolution:

Item No. 2: (Proposed by the Board of Directors) Proposal: Amendments to the Procedures for Acquisition or Disposal of Assets, for resolution.

Item No. 3: (Proposed by the Board of Directors)

Proposal: Amendments to the Procedures for Lending Funds and Endorsement & Guarantee, for resolution.

Resolution:

Item No. 4: (Proposed by the Board of Directors)

Proposal: Amendments to the Rules for Election of Directors and Supervisors, for resolution.

Election Matters

Item No. 1: (Proposed by the Board of Directors)

Voting Result:

Other Matters

Questions and Motions

Adjournment

WT Microelectronics Co., Ltd. Business Report

1. 2018 Business Report

(1) Business Performance:

(2) Financial revenue and expenditure and profitability analysis:

(3) Research and development status:

2. 2019 Business Plan

(1) Strategies:

(2) Management:

(3) Human Resources:

�Improve organizational management:

�Perfect employees’ quality:

�Strengthen performance management:

Chairman: CHENG, WEN-TSUNG

Accounting Supervisor: YANG, HSING-YU

WT Microelectronics Co., Ltd. Supervisors’ Review Report

WT Microelectronics Co., Ltd. Supervisors’ Review Report

REPORT OF INDEPENDENT ACCOUNTANTS

Opinion

Basis for opinion

Key audit matters

Recognition of supplier rebates

Description

How our audit addressed the matter

Impairment assessment of goodwill

Description

How our audit addressed the matter

Assessment of allowance for inventory valuation losses

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

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

WT MICROELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Recognition of supplier rebates

Description

How our audit addressed the matter

WT AGM Information 2019