Walsin Lihwa Corporation Minutes from the 2015 Annual Shareholders Meeting

Transcription

1 Time: Location: Walsin Lihwa Corporation Minutes from the 2015 Annual Shareholders Meeting 9:00 AM on May 27, 2015 (Wednesday) Grand Victoria Hotel, No. 168, Jingye 4th Road, Zhongshan District, Taipei (1st floor banquet hall) Attendance: The total number of shares represented by shareholders present in person or by proxy was 2,351,381,498 shares (including 1,017,586,979 shares represented by shareholders exercising their voting rights by means of electronic transmission), representing 66.31% of the Company s 3,545,999,258 issued and outstanding shares (exclusive of 30,001,000 shares which are not entitled to vote under Article 179 of the Company Act). Director(s) in Attendance: Hui-Ming Cheng, Wu-Shung Hong Independent Director(s) in Attendance: Ming-Ling Hsueh, King-Ling Du Supervisor(s) in Attendance: Wen-Yuan Chu Others in Attendance: Attorney Wendy Hsieh of HSIEH&PARTNERS Law Offices, Attorney Cheng-Hsien Lin of Liu Yu Law Firm, CPA Hong-Bin Yu and CPA Ming-Yu Chu from Deloitte & Touche Chairman: Director Hui-Ming Cheng (acting) Secretary: Jin-Hui Cheng 1. Call meeting to order: The Company had 3,545,999,258 shares issued and outstanding (exclusive of 30,001,000 shares which are not entitled to vote under Article 179 of the Company Act). As of 9:00 am, the number of shares represented by shareholders in attendance was 2,344,556,528 shares (including 407,011,469 shares represented by shareholders present in person, 919,958,080 shares represented by shareholders attending by proxy and 1,017,586,979 shares represented by shareholders exercising their voting rights by means of electronic transmission), which exceeds the legal quorum for meeting commencement. Due to official business, the Chairman of the Board cannot attend the 2015 Annual Shareholders Meeting. Pursuant to Article 7-1 of the Annual Shareholders Meeting Rules, the Chairman designates Director Hui-Ming Cheng as Acting Chairman for this Annual Shareholders Meeting and requests the Acting Chairman to call the meeting to order. 2. Chairperson s Address: (Omitted) 3. Management Presentations (1) General Manager Report: Please refer to the Company s 2014 business report and financial statement. For the business report, balance sheet, consolidated income statement, statement of changes in equity and statement of cash flows, please see as follows. (2) Supervisor Report: Please refer to the Supervisor s examination of the Company s 2014 financial statements (please see as follows) (3) Other Reports: - 1 -

2 1. Report on the Company s endorsements and guarantees to its subsidiaries as of March 31, 2015: March 31, 2015 Company Name Endorsement/Guarantee Amount Net Worth rate Walsin Lihwa Holdings Limited USD 420,000, % Borrego Solar System, Inc. USD 16,000, % Green Lake Exchange, LLC USD 10,500, % Grand Total USD 446,500, % Notes: 1. The net worth refers to the owners equity of the Company on the Balance Sheet. 2. The above net worth ratio is calculated based on the net worth in the amount of NT$63,499,315,000 (equivalent to US$2,006,297,000), as of December 31, Report on the Company s investments in mainland China as of March 31, Please see pages 41 to 43 of the Appendix of the Annual Shareholders Meeting Handbook. 3. Report on the status of the amendment to the Company s Procedures and Rules of Board of Directors Meetings as below: The resolution to amend the Company s Procedures and Rules of Board of Directors Meetings was adopted at the Board of Directors meeting on August 13, Please see pages 44 to 53 of the Appendix of the Annual Shareholders Meeting Handbook for the full amended text. 4. Report on the status of establishment of the codes and rules relevant to corporate governance of the Company: (1) Practical Rules of Corporate Governance, which have been adopted at the Board of Directors meeting on August 13, Please see pages 54 to 74 on the Appendix of the Annual Shareholders Meeting Handbook for details. (2) Ethical Corporate Management Best Practice Principles, which have been adopted at the Board of Directors meeting on August 13, The first amendment thereto was made on January 14, Please see pages 75 to 82 of the Appendix of the Annual Shareholders Meeting Handbook for the full amended text. (3) Procedures for Ethical Management and Guidelines for Conduct, which have been adopted at the Board of Directors meeting on January 14, Please see pages 83 to 90 on the Appendix of the Annual Shareholders Meeting Handbook for details. (4) Guidelines for the Adoption of Codes of Ethical Conduct for Directors and Supervisors, which have been adopted at the Board of Directors meeting on October 29, The first amendment thereto has been made on April 1, Please see pages 91 to 93 of the Appendix of the Annual Shareholders Meeting Handbook for the full amended text. (5) Guidelines for the Adoption of Codes of Ethical Conduct for Employees, which have been adopted at the Board of Directors meeting on February 17, Please see pages 94 to 97 on the Appendix of the Annual Shareholders Meeting Handbook for details

3 5. Report on implementation status of the repurchase of the Company's shares. Please see page 98 in the Appendix of the Annual Shareholders Meeting Handbook for details. 6. Report on the status of shareholdings of the Company s Directors and Supervisors as below: (1) According to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum shareholding ratio of the Company s total directors shall be 3% of the Company outstanding shares, whereas it shall be 0.3% for minimum shareholding ratio of the Company s total supervisors. (2) For the status of shareholdings of individuals and all Directors and Supervisors recorded in the register of shareholders before the share ownership transfer deadline for the 2015 Annual Shareholders Meeting, please see page 99 of the Appendix of the Annual Shareholders Meeting Handbook. (3) The shareholdings of all the Company s Directors and Supervisors have attained the statutory equity ratio. 7. Report on proposal acceptance for the 2015 Annual Shareholders Meeting. From March 9, 2015 to March 18, 2015, during the proposal acceptance period announced by the Company, no shareholders had submitted any proposals in writing to the Company pursuant to Article of the Company Act. (Please search under EBook on the Market Observation Post System website of the Taiwan Stock Exchange for the Annual Shareholders Meeting Handbook. Website: (The oral statements and discussions of the shareholders have been omitted. The positive suggestions of the shareholders have been recorded for recordkeeping purposes.) 4. Proposals and Discussions Proposal 1 Proposed by the Board of Directors Subject: Adoption of the Company s 2014 business report, balance sheet, consolidated income statement, statement of changes in equity and statement of cash flows. Explanation: 1. Please see as follows for the business report, balance sheet, consolidated income statement, statement of changes in equity and statement of cash flows. 2. The aforesaid financial statements were approved at the Company s 5th Board of Directors meeting of the 17th year, and audited and certified by the CPA. They were sent, along with the business report, to the Supervisor, and the Supervisor has reviewed the audit. (The oral statements and discussions of the shareholders have been omitted. The positive suggestions of the shareholders have been recorded for recordkeeping purposes.) Resolution: The ballot for all attending shareholders and votes cast through electronic means are 1,863,471,794 votes in favor, 4,315,579 votes opposed and 477,812,692 abstentions. Votes in favor represent 79.25% of all votes that can be cast by shareholders in attendance, exceeding the legal threshold. This proposal is passed

4 Proposal 2 Proposed by the Board of Directors Subject: Adoption of the proposal for distribution of 2014 profits Explanation: 1. Please see the table for the distribution of 2014 profits. 2. This proposal was approved at the Company s 5th Board of Directors meeting of the 17th year, and audited and certified by the CPA. They were sent, along with the business report, to the Supervisor, and the Supervisor has reviewed the audit. (The oral statements and discussions of the shareholders have been omitted. The discussion regarding the distribution of dividends to shareholders and positive suggestions of the attending shareholders have been recorded for recordkeeping purposes. Shareholder number requested his/her opposition to this proposal noted for the record.) Resolution: The ballot for all attending shareholders and votes cast through electronic means are 1,874,962,253 votes in favor, 7,298,868 votes opposed and 466,171,595 abstentions. Votes in favor represent 79.74% of all votes that can be cast by shareholders in attendance, exceeding the legal threshold. This proposal is passed. Walsin Lihwa Corporation Distribution of Profits 2014 Unit: NTD Summary Amount Beginning unappropriated earnings 2,607,419,924 Plus: Special earnings surplus set aside by reversal due to the firsttime adoption of TIFRS 908,538 Minus: Listed to unappropriated earnings from actuarial profit & loss (90,854,393) Unappropriated earnings after adjustment 2,517,474,069 Plus: Current period net income after tax 2,264,690,970 Minus: Listed legal earnings surplus (226,469,097) Ending unappropriated earnings 4,555,695,942 Responsible person: Manager: Chief Accountant: Proposal 3 Proposed by the Board of Directors Subject: Amendment to some articles of the Company s Articles of Association Explanation: 1. Processed pursuant to Article 277 of the Company Act. 2. In order to establish the Audit Committee in compliance with corporate governance laws and regulations, the Company proposes amendments to Articles 14, 16, 21, 22 and 31 of the Company s Articles of Association. See as follows for the comparison chart of the amendments. Resolution: The ballot for all attending shareholders and votes cast through electronic means are 1,872,081,101 votes in favor, 5,976,351 votes opposed and 466,921,904 abstentions. Votes in favor represent 79.62% of all votes that can be cast by - 4 -

5 shareholders in attendance, exceeding the legal threshold. This proposal is passed. Proposal 4 Proposed by the Board of Directors Subject: Release of the prohibition on Directors engagement in other businesses as stipulated in Article 209 of the Company Act Explanation: 1. Processed according to Paragraph 1 of Article 209 of the Company Act: Directors shall elaborate on the major content of their act conducted for themselves or other persons within the scope of the Company s business and obtain approval at the Shareholders meeting. 2. For the rules regarding the Directors concurrently acting as the directors of other companies of which the businesses are the same or similar to the Company s, please see as follows. 3. In accordance with Article 209, Paragraph 1 of the Company Act, it is proposed that the Shareholders agree to release the Directors from the prohibition of engaging in businesses that are the same or similar to the Company s, and that the Shareholders further agree to waive the right to claim against the aforementioned Directors and request the disgorgement of any profit incurred since the date where the Directors became directors of other companies. Resolution: 4-1 With regards to the release of the prohibition on Chairman Yu-Lon Chiao, the ballot for all attending shareholders and votes cast through electronic means are 1,874,941,605 votes in favor, 3,841,562 votes opposed and 466,171,511 abstentions. Votes in favor represent 79.74% of all votes that can be cast by shareholders in attendance, exceeding the legal threshold. This proposal is passed 4-2 With regards to the release of the prohibition on Director Hui-Ming Cheng, and exclusive of 700,000 votes voluntarily recused by shareholders, the ballot for all attending shareholders and votes cast through electronic means are 1,868,997,495 votes in favor, 3,841,561 votes opposed and 471,438,622 abstentions. Votes in favor represent 79.51% of all votes that can be cast by shareholders in attendance, exceeding the legal threshold. This proposal is passed. 5. Provisional Motion(s): None 6. Adjournment: 12:20 PM on May 27, The Acting Chairman declared the meeting adjourned. (The details of this Annual Shareholders Meeting shall be based on the recordings of the meeting.) - 5 -

6 Walsin Lihwa Corporation 2014 Business Report 1. Explanation for Financial Result Unit: Million NT$ Item 2014 (consolidated) 2013 (consolidated) Amount of increase (decrease) Operating revenue 162, ,635 14,352 Gross profit 7,563 4,631 2,932 Operating expenses 4,060 4, Profit from operations 3, ,458 Non-operating income & expenses 158-2,361 2,519 Profit or loss before tax 3,661-2,316 5,977 Profit or loss after tax 2,265-2,689 4,954 In the past few years, the Company has been focusing on the core businesses and gradually trimming off non-core businesses. In 2014, the Company sold partial stocks of Hangzhou Walsin Power & Wire Co., Ltd., the factory and equipment of Xi an Walsin Metal Product Co., Ltd., and the solar power company under Green Lake Capital LLC. (1) Operating revenue: The consolidated operating revenue in 2014 was NT$163 billion, NT$14.4 billion higher than that in 2013, which was mainly generated from the completion and transfer of real estate in the amount of NT$5.2 billion and the increased selfproduction and sales of copper and steel materials. The sales of copper materials and wire/cable products, including the self-produced and OEM in 2014 were 553,000 tons, which is 6,000 tons higher than the sales amount of 547,000 tons in The sales of the main stainless steel products were 560,000 tons in 2014, which is 30,000 tons higher than the sales amount of 530,000 tons in (2) Gross profit: The consolidated gross profit in 2014 was NT$7.6 billion, NT$2.9 billion higher than that in 2013, which was mainly generated from the gross profit in the amount of NT$2.2 billion on the sales of real estate. (3) Operating Expenses: Resulting from the trimming of the non-core businesses of the Company, the consolidated operating expenses in 2014 was NT$0.5 billion less than that in (4) Non-operating income & expenses: Resulting from the trimming of the non-core businesses of the Company, the nonoperating income & expenses in 2014 was NT$2.5 billion less than that in In addition, the Company continues to record an impairment loss of the LED business in the amount of NT$0.7 billion this year. 2. Operating Overview and Prospects of Various Business Units - 6 -

7 Wire and Cable Our goal for the sales of copper materials is to pursue steady revenue and control the prices of raw materials and fluctuations of capitals by maximizing production efficiency. The costs of production, procurement and finance should also be controlled. Facing both the over-utilization of production capacity of the cable business in China and the decrease in needs of the public and private sectors in Taiwan, we have explored more overseas markets to maintain added value and utilization of production capacity. At the same time, we continue to develop the industry cable products to stimulate growth in the cable business of the Company. Jiangyin Factory of Steel Stranded Wires has been increasing the production percentage of high value-added galvanized steel wire and has gained steady profits. Special Steel The steelmaking volume in Taiwan region of the Company has increased 17,000 tons from 380,000 tons in 2013 to 397,000 tons in In addition, in order to enhance the competitiveness in the steel coil market, the Company has started to invest in the production lines of 5-foot rolling mills to increase sales through expanding product specifications. The China plant of the Company has adjusted the product portfolio in sales in order to obtain more purchase orders of high value-added products and to explore the markets of certifications to boost sales. As for reducing production costs, the Company has continued to improve production efficiency as well as inventory management. Commercial Real Estate The rental rate of A6 building of Walsin headquarters is almost 100%. Operations and profitability are both stable. The transfer of C2 Block Residential Building of Nanjin Walsin Centro has been completed and has gained profits in Blocks D and AB are to be developed separately subject to the development schedule of the Company. Responsible Person: Manager: Chief accountant: - 7 -

8 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Par Value) ASSETS Amount % Amount % CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) $ 6,417,086 6 $ 7,556,082 7 Financial assets at fair value through profit or loss - current (Notes 4 and 7) 2,258, ,430 - Debt investment with no active market - current (Notes 4 and 9) 884, Notes receivable (Notes 4 and 10) 6,020, ,943,404 7 Trade receivables (Notes 4 and 10) 10,065, ,434,396 8 Finance lease receivables (Note 11) 45,902-69,379 - Other receivables 1,461, ,544 1 Inventories (Notes 4 and 12) 22,908, ,068, Prepayments for lease (Note 18) 32,763-32,150 - Non-current assets held for sale (Notes 4 and 13) - - 3,955,006 3 Other financial assets (Note 6) 983, ,957 1 Other current assets 1,062, ,164,719 1 Total current assets 52,140, ,873, NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Notes 4 and 8) 3,038, ,212,430 3 Financial assets measured at cost - non-current (Notes 4 and 14) 2,016, ,396,821 1 Investment accounted for using equity method (Notes 4 and 15) 17,601, ,894, Property, plant and equipment (Notes 4 and 16) 18,439, ,635, Investments properties (Notes 4 and 17) 11,027, ,945, Other intangible assets 201, ,178 - Deferred tax assets - non-current (Notes 4 and 25) 1,505, ,471,593 1 Refundable deposits 211, ,085 - Long-term finance lease receivables (Note 11) 1,030, ,653,354 2 Long-term prepayments for lease (Note 18) 1,205, ,194,362 1 Other non-current assets 339, ,501 1 Total non-current assets 56,617, ,535,

9 TOTAL $ 108,757, $ 113,408, LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 19) $ 6,235,740 6 $ 9,614,797 9 Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) 19, Derivative financial liabilities for hedging - current (Notes 4 and 20) Notes payable 617, ,311 1 Trade payables 6,928, ,103,919 5 Current tax liabilities (Notes 4 and 25) 1,470, ,863 1 Other payables 2,313, ,798,682 2 Liabilities directly associated with non-current assets held for sale (Notes 4 and 13) ,803 1 Advance receipts on real estate (Note 12) - - 4,694,783 4 Current portion of long-term borrowings (Note 19) 1,083, ,068,283 8 Other current liabilities 1,302, ,172,828 1 Total current liabilities 19,971, ,863, NON-CURRENT LIABILITIES Derivative financial liabilities for hedging - non-current (Notes 4 and 20) Long-term borrowings (Note 19) 21,424, ,103, Deferred tax liabilities - non-current (Notes 4 and 25) 355, ,242 - Long-term accounts payable ,474 - Accrued pension liabilities (Notes 4 and 21) 1,308, ,222,346 1 Other non-current liabilities (Note 28) 280,932-1,595,151 1 Total non-current liabilities 23,370, ,347, Total liabilities 43,342, ,211, EQUITY ATTRIBUTABLE TO OWNERS OF WLC (Note 22) Share capital 35,760, ,760, Capital surplus 15,647, ,629, Retained earnings Legal reserve 2,438, ,438,101 2 Special reserve 2,712, ,507,455 3 Unappropriated earnings 4,782, ,813,125 2 Total retained earnings 9,932, ,758,681 7 Other equity - 9 -

10 Exchange difference on translating foreign operations 2,035, ,266 - Unrealized gain (loss) on available-for-sale financial assets 419, ,269 1 Cash flow hedges (1,865) Total other equity 2,452, ,535 1 Treasury shares (Notes 4 and 22) (292,893) Total equity attributable to owners of WLC 63,499, ,971, NON-CONTROLLING INTERESTS 1,915, ,226,005 2 Total equity 65,414, ,197, TOTAL $ 108,757, $ 113,408, The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors report dated February 17, 2015) Responsible person: Manager: Chief accountant:

11 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) Amount % Amount % OPERATING REVENUE (Notes 4 and 23) $162,987, $148,634, OPERATING COSTS (Notes 4 and 12) (155,417,156) (95) (144,003,799) (97) GROSS PROFIT 7,570, ,631,158 3 UNREALIZED GAIN ON THE TRANSACTIONS WITH ASSOCIATES (6,969) REALIZED GROSS PROFIT 7,563, ,631,158 3 OPERATING EXPENSES Selling and marketing expenses 1,765, ,807,680 1 General and administrative expenses 2,202, ,571,429 2 Research and development expenses 91, ,852 - Total operating expenses 4,059, ,585,961 3 PROFIT FROM OPERATIONS 3,503, ,197 - NON-OPERATING INCOME AND EXPENSES Interest income 469, ,334 - Dividend income 37,935-32,835 - Other income (Note 24) 286, ,276 - (Loss) gain on disposal of property, plant and equipment (16,681) - 507,196 - Foreign exchange gain, net 73, ,678 - Gain on valuation of financial assets and liabilities 23,040-17,029 - Impairment loss (Note 24) (909,563) - (2,538,030) (2) Other expense (224,809) - (669,230) - Interest expense (761,181) - (614,601) - Gain (loss) on disposal of investments (Note 24) 564,791 - (595,820) - Share of gain (loss) of associates under equity method 614,009 - (251,001) - Total non-operating income and expenses 157,734 - (2,361,334) (2) PROFIT (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS 3,661,324 2 (2,316,137) (2) INCOME TAX EXPENSE (Notes 4 and 25) (1,125,792) (1) (115,285)

12 NET INCOME (LOSS) FOR THE YEAR 2,535,532 1 (2,431,422) (2) (Continued)

13 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) Amount % Amount % OTHER COMPREHENSIVE INCOME Exchange gain on translation of foreign operations $ 1,545,667 1 $ 1,445,768 1 Unrealized gain (loss) on available-for-sale financial assets (253,751) - 1,670,622 1 Cash flow hedges gain (loss) (1,865) Actuarial gain (loss) arising from defined benefit plans (79,680) - 82,406 - Share of other comprehensive income of associates under equity method 291,960-1,290,882 1 Other comprehensive income for the period 1,502, ,489,965 3 TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 4,037,863 2 $ 2,058,543 1 NET INCOME (LOSS) ATTRIBUTABLE TO: Owners of WLC $ 2,264,691 2 $ (2,688,696) (2) Non-controlling interest 270, ,274 - $ 2,535,532 2 $ (2,431,422) (2) COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of WLC $ 3,802,986 2 $ 1,836,583 1 Non-controlling interest 234, ,960 - $ 4,037,863 2 $ 2,058,543 1 EARNINGS (LOSS) PER SHARE (Notes 4 and 24) Basic $ 0.64 $ (0.77) The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors report dated February 17, 2015) (Concluded) Responsible person: Manager: Chief accountant:

14 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) Share Capital Capital Surplus Legal Reserve Retained Earnings Special Reserve Equity Attributable to Owners of WLC Other Equity Exchange Unrealized Gain Differences on (Loss) on Translating Available-for- Unappropriated Earnings Foreign Operations sale Financial Assets Cash Flow Hedges Treasury Shares Total Non-controlling Interests Total Equity BALANCE AT JANUARY 1, 2013 $36,160,002 $15,742,724 $ 5,424,527 $1,136,328 $3,856,576 $ (1,478,713) $ (2,136,988) $ (287) $ (1,055,961) $57,648,208 $4,218,690 $61,866,898 Special reserve under Rule No issued by the FSC - 2,933,130 (2,933,130) - - Appropriation of 2012 earnings Reversal of special reserve - 794,296 (794,296) - - Legal reserve used to offset a deficit (2,986,426) 2,986, Special reserve used to offset a deficit - (1,136,328) 1,136, Disposal of investment in associates under equity method (219,971) 219, Excess of the consideration received over the carrying amount of the subsidiaries' net assets disposed of (30,826) (30,826) - (30,826) Change in capital surplus from investments in associates under equity method (24,984) (24,984) - (24,984)

15 Net profit (loss) for the year ended December 31, (2,688,696) - - (2,688,696) 257,274 (2,431,422) Other comprehensive income (loss) for the year ended December 31, 2013, net of income tax - 85,756 1,795,979 2,643, ,525,279 (35,314) 4,489,965 Total comprehensive income (loss) for the year ended December 31, (2,602,940) 1,795,979 2,643, ,836, ,960 2,058,543 Retirement of treasury shares (400,000) (113,663) ,663 Common shares held by subsidiaries (Note 22) , , ,298 Others ( (7) - (7) Changes in noncontrolling interests (2,214,645) (2,214,645) BALANCE, DECEMBER 31, ,760,002 15,629,054 2,438,101 3,507,455 1,813, , , ,971,272 2,226,005 62,197,277 Appropriation of 2013 earnings Reversal of special reserve (794,296) 794, Disposal of investment in associates under equity method (909) Excess of the consideration received over the carrying amount of the subsidiaries' net assets disposed of Change in capital surplus from investments in associates under equity method - 17, ,644-17,

16 Net profit for the year ended December 31, ,264, ,264, ,841 2,535,532 Other comprehensive income (loss) for the year ended December 31, 2014, net of income tax - (90,854) 1,718,232 (87,218) (1,865) - 1,538,295 (35,964) 1,502,331 Total comprehensive income (loss) for the year ended December 31, ,173,837 1,718,232 (87,218) (1,865) - 3,802, ,877 4,037,863 Acquisition of treasury shares (292,893) (292,893) (292,893) Others (5) (5) (5) Changes in noncontrolling interests (545,236) (545,236) BALANCE, DECEMBER 31, 2014 $35,760,002 $15,647,004 $2,438,101 $2,712,250 $4,782,167 $2,035,498 $419,051 $ (1,865) $ (292,893) $63,499,315 $1,915,646 $65,414,961 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors report dated February 17, 2015) Responsible person: Manager: Chief accountant:

17 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax $ 3,661,324 $ (2,316,137) Adjustments for: Depreciation expenses 2,313,423 2,609,854 Amortization expenses 44, ,013 Impairment loss recognized on trade receivables 77,558 23,066 Net gain on fair value change of financial assets and liabilities designated as at fair value through profit or loss (23,040) (17,029) Interest expense 761, ,601 Interest income (469,845) (408,334) Dividend income (37,935) (32,835) Compensation cost of employees share options 3,975 6,375 Share of (gain) loss of associates under equity method (614,009) 251,001 Loss (gain) on disposal of property, plant and equipment 16,681 (507,196) Loss (gain) loss on disposal of investments 468,572 (1,050,864) Gain (loss) on disposal of associates under equity method (1,033,363) 1,646,684 Impairment loss recognized on financial assets - 538,000 Impairment loss recognized on property, plant and equipment 909,563 2,000,030 Unrealized gain on the transaction with associates 6,969 - Net loss (gain) on foreign currency exchange 182,922 (318,312) Other non-cash items (440) 2,213 Changes in operating assets and liabilities (Increase) decrease in financial assets held for trading (356,424) 1,040,561 Decrease (increase) in notes receivable 1,923,394 (2,536,257) (Increase) decrease in trade receivables (9,084) 1,243,338 Decrease (increase) in other receivables 211,991 (354,684) Increase in inventories (1,539,909) (316,585) (Increase) decrease in other current assets (141,808) 371,329 Decrease (increase) in other operating assets 66,957 (165,458) Decrease in notes payable (91,909) (198,459) Increase in trade payables 728,947 1,066,478 Decrease in other payable (669,111) (374,463) Increase (decrease) in accrued pension liabilities 86,482 (133,034) (Decrease) increase in advance real estate receipts (4,694,783) 4,694,783 Decrease in other current liabilities (470,540) (60,534) (Decrease) increase in other operating liabilities (140,346) 269,824 Cash generated from operations 1,171,888 7,697,969 Interest paid (747,801) (696,885) Interest received 482, ,218 Dividend received from associates 76,300 84,860 Income tax paid (414,829) (1,362,325) Net cash generated from operating activities 568,139 6,182,837 (Continued)

18 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets held for trading $ (2,047,887) $ - Decrease in held-to-maturity financial assets 3,703,833 - Purchase of financial assets measured at cost (712,807) (95,178) Proceeds on sale of financial assets measured at cost 7,545 41,677 Proceeds on sale of available-for-sale financial assets 65,534 4,878 Purchase of debt investment with no active market - current (843,343) - Net cash generated from (used in) disposal of subsidiaries 927,328 (1,599,157) Purchase of associates under equity method (144,761) (1,809,574) Proceeds from disposal of associates under equity method 43,030 8,800 Purchase of property, plant and equipment (1,402,151) (2,201,644) Proceeds from disposal of property, plant and equipment 180,097 1,150,866 Proceeds from capital return and liquidation return of investees in financial assets carried at cost 8,136 25,182 Purchase of intangible assets (9,618) (1,386) Decrease (increase) decrease in refundable deposits 29,608 (345,411) Decrease in prepayment for lease - 223,447 Other investing activities (3,000) (42,403) Net cash used in investing activities (198,456) (4,639,903) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings (3,564,118) (2,042,129) Decrease in short-term bills payable - (95,956) Proceeds from long-term borrowings 1,934,556 1,226,808 Cash paid for acquisition of treasury shares (292,893) - Partial disposal of interest in subsidiaries without losing control - 278,662 Changes in non-controlling interests (40,331) (39,949) Other financing activities (5) (115,430) Net cash used in financing activities (1,962,791) (787,994) EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES 312, ,707 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,280,676) 1,637,647 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 7,697,762 6,060,115 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 6,417,086 $ 7,697,762 (Continued)

19 WALSIN LIHWA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets at December 31, 2014 and 2013: Cash and cash equivalents in consolidated balance sheets $ 6,417,086 $ 7,556,082 Cash and cash equivalents included in a disposal group held for sale - 141,680 Cash and cash equivalents in consolidated statements of cash flow $ 6,417,086 $ 7,697,762 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors report dated February 17, 2015) (Concluded) Responsible person: Manager: Chief accountant:

20 WALSIN LIHWA CORPORATION BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) ASSETS Amount % Amount % CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) $ 387,234 - $ 497,926 1 Financial assets at fair value through profit or loss - current (Notes 4 and 7) 105,575-51,436 - Notes receivable (Notes 4 and 9) 23,262-34,130 - Trade receivables (Notes 4 and 9) 1,734, ,705,109 2 Trade receivables from related parties (Notes 4, 9 and 25) 425, ,514 1 Other receivables 379, ,873 - Inventories (Notes 4 and 10) 6,515, ,045,345 6 Other current assets 417, ,343 1 Total current assets 9,989, ,723, NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Notes 4 and 8) 3,038, ,212,430 4 Financial assets measured at cost - non-current (Notes 4 and 11) 1,119, ,757 1 Investment accounted for using equity method (Notes 4 and 12) 47,293, ,606, Property, plant and equipment (Notes 4 and 13) 11,427, ,719, Investments properties (Notes 4 and 14) 9,001, ,147, Deferred tax assets - non-current (Notes 4 and 21) 995, ,017,000 1 Refundable deposits 26,524-28,

21 Other non-current assets 179, ,526 - Total non-current assets 73,082, ,461, TOTAL $ 83,071, $ 81,185, LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) $ 3,095,477 4 $ 4,980,073 6 Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) 1, Derivative financial liabilities hedging - current (Notes 4 and 16) Trade payables 2,647, ,947,366 4 Other payables 1,340, ,340,226 2 Current portion of long-term borrowings (Note 15) 1,020, Other current liabilities 235, ,065 - Total current liabilities 8,342, ,506, NON-CURRENT LIABILITIES Derivative financial liabilities hedging - non - current (Notes 4 and 16) Long-term borrowings (Note 15) 9,280, ,200, Deferred tax liabilities - non-current (Notes 4 and 21) 131, ,132 - Accrued pension liabilities (Notes 4 and 17) 1,274, ,197,044 1 Other non-current liabilities (Note 12) 543, ,118 - Total non-current liabilities 11,230, ,707, Total liabilities 19,572, ,214,

22 EQUITY (Note 18) Share capital 35,760, ,760, Capital surplus 15,647, ,629, Retained earnings Legal reserve 2,438, ,438,101 3 Special reserve 2,712, ,507,455 5 Unappropriated earnings 4,782, ,813,125 2 Total retained earnings 9,932, ,758, Other equity Exchange difference on translating foreign operations 2,035, ,266 - Unrealized gain (loss) on available-for-sale financial assets 419, ,269 1 Cash flow hedges (1,865) Total other equity 2,452, ,535 1 Treasury shares (Notes 4 and 18) (292,893) (1) - - Total equity 63,499, ,971, TOTAL $ 83,071, $ 81,185, The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche audit report dated February 17, 2015) Responsible person: Manager: Chief accountant:

23 WALSIN LIHWA CORPORATION STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) Amount % Amount % OPERATING REVENUE (Note 19) $ 70,179, $ 67,659, OPERATING COSTS (Note 10) (67,095,111) (96) (64,964,383) (96) REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES 9,676 - (1,041) - GROSS PROFIT 3,093, ,693,683 4 OPERATING EXPENSES Selling and marketing expenses 549, ,118 - General and administrative expenses 451, ,938 1 Research and development expenses 33,686-26,082 - Total operating expenses 1,034, ,045,138 1 PROFIT FROM OPERATIONS 2,058, ,648,545 3 NON-OPERATING INCOME AND EXPENSES Interest income 2,987-5,547 - Dividend income 37,843-5,534 - Other income 108,883-50,211 - (Loss) gain on disposal of property, plant and equipment (5,784) - 60,664 - Foreign exchange gain, net 165, ,559 - Impairment loss (Notes 13 and 20) (925) - (600,198) (1) Other expense (47,528) - (133,347) - Gain on valuation of financial assets and liabilities 52,676-12,438 - Interest expense (267,056) - (268,764) - Loss on disposal of investments (Note 20) (350,806) (1) (588,208) (1) Share of gain (loss) of subsidiaries and associates under equity method 531,201 1 (3,362,677) (5) Total non-operating income and expenses 226,852 - (4,663,241) (7) PROFIT (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS 2,285,691 3 (3,014,696) (4) INCOME TAX (EXPENSE) BENEFIT (Note 21) (21,000) - 326,000 - NET INCOME (LOSS) FOR THE YEAR 2,264,691 3 (2,688,696) (4) (Continued)

24 WALSIN LIHWA CORPORATION STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) Amount % Amount % OTHER COMPREHENSIVE INCOME (LOSS) Exchange gain on translation of foreign operations $ 1,579,201 2 $ 1,481,200 2 Unrealized gain (loss) on available-for-sale financial assets (253,751) - 1,670,622 3 Cash flow hedges gain (loss) (1,865) Actuarial gain (loss) arising from defined benefit plans (79,680) - 82,406 - Share of other comprehensive income of subsidiaries and associates under equity method 294,390-1,290,764 2 Other comprehensive income for the period 1,538, ,525,279 7 TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 3,802,986 5 $ 1,836,583 3 EARNINGS (LOSS) PER SHARE (Note 22) Basic $ 0.64 $ (0.77) The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors report dated February 17, 2015) (Concluded) Responsible person: Manager: Chief accountant:

25 WALSIN LIHWA CORPORATION STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) Other Equity Unrealized Gain Retained Earnings Exchange Differences (Loss) on Unappropriated on Translating Available-for-sale Share Capital Capital Surplus Legal Reserve Special Reserve Earnings Foreign Operations Financial Assets Cash Flow Hedges Treasury Shares Total Equity BALANCE AT JANUARY 1, 2013 $36,160,002 $15,742,724 $5,424,527 $1,136,328 $3,856,576 $ (1,478,713) $ (2,136,988) $ (287) $ (1,055,961) $57,648,208 Special reserve under Rule No issued by the FSC 2,933,130 (2,933,130) Appropriation of 2012 earnings Reversal of special reserve 794,296 (794,296) Legal reserve used to offset a deficit (2,986,426) - 2,986, Special reserve used to offset a deficit (1,136,328) 1,136, Disposal of investment in associates under equity method (219,971) 219, Excess of the consideration received over the carrying amount of the subsidiaries' net assets disposed of (30,826) (30,826) Change in capital surplus from investments in subsidiaries and associates under equity method (24,984) (24,984) Net loss for the year ended December 31, (2,688,696) (2,688,696) Other comprehensive income for the year ended December 31, 2013, net of income tax ,756 1,795,979 2,643, ,525,279 Total comprehensive income (loss) for the year ended December 31, (2,602,940) 1,795,979 2,643, ,836,583 Retirement of treasury shares (400,000) (113,663) ,663 - Common shares held by subsidiaries (Note 18) , ,

26 Others (7) (7) BALANCE, DECEMBER 31, ,760,002 15,629,054 2,438,101 3,507,455 1,813, , , ,971,272 Appropriation of 2013 earnings Reversal of special reserve (794,296) 794, Disposal of investment in associates under equity method (909) Excess of the consideration received over the carrying amount of the subsidiaries' net assets disposed of Change in capital surplus from investments in subsidiaries and associates under equity method 17, ,644 Net profit for the year ended December 31, ,264, ,264,691 Other comprehensive income (loss) for the year ended December 31, 2014, net of income tax (90,854) 1,718,232 (87,218) (1,865) - 1,538,295 Total comprehensive income (loss) for the year ended December 31, ,173,837 1,718,232 (87,218) (1,865) - 3,802,986 Acquisition of treasury shares (292,893 ) (292,893) Others - (5) (5) BALANCE, DECEMBER 31, 2014 $35,760,002 $15,647,004 $2,438,101 $2,712,250 $4,782,167 $2,035,498 $419,051 $ (1,865) $ (292,893) $63,499,315 The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche audit report dated February 17, 2015) Responsible person: Manager: Chief accountant:

27 WALSIN LIHWA CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax $ 2,285,691 $ (3,014,696) Adjustments for: Depreciation expenses 1,122,704 1,050,875 Amortization expenses 7,805 11,322 Impairment loss recognized (reversal of impairment loss) on trade receivables 1,500 (23) Net gain on fair value change of financial assets and liabilities designated as at fair value through profit or loss (52,676) (12,438) Interest expense 267, ,764 Interest income (2,987) (5,547) Dividend income (37,843) (5,534) Loss (gain) on disposal of property, plant and equipment 5,784 (60,664) Share of (gain) loss of subsidiaries and associates under equity method (531,201) 3,362,677 Loss on disposal of investments 350, ,208 Impairment loss recognized on financial assets - 538,000 Impairment loss recognized on property, plant and equipment ,198 Net loss on foreign currency exchange 1,730 9,541 Other non-cash items (440) - Changes in operating assets and liabilities (Increase) decrease in financial assets held for trading (225,039) 1,026,594 Decrease in notes receivable 10,868 20,433 Decrease in trade receivables 285, ,188 Increase in other receivables (160,104) (15,740) (Increase) decrease in inventories (1,470,549) 1,162,786 Decrease (increase) in other current assets 82,426 (95,074) (Increase) decrease in other operating assets (2,218) 732 (Decrease) increase in trade payables (299,593) 436,874 Increase in other payable 27, ,659 Decrease in accrued pension liabilities (2,044) (43,689) (Decrease) increase in other current liabilities (3,407) 91,744 (Decrease) increase in other operating liabilities (1,335) 27,838 Cash generated from operations 1,661,051 6,096,028 Interest paid (265,486) (271,177) Interest received 2,987 10,746 Dividend received 63,493 63,172 Income tax paid (222) (79,895) Net cash generated from operating activities 1,461,823 5,818,874 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets measured at cost (712,807) - Net cash generated from disposal of subsidiaries - 429,444 (Continued)

28 WALSIN LIHWA CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars) Proceeds from capital return and liquidation return of investees in investment under equity method $ 4,589,450 $ 451,999 Proceeds on sale of financial assets measured at cost - 39,033 Proceeds from capital return and liquidation return of investees in financial assets measured at cost 8,128 22,771 Purchase of associates under equity method (2,138,154) (3,230,166) Proceeds from disposal of associates under equity method 43,029 - Purchase of property, plant and equipment (883,498) (1,095,272) Proceeds from disposal of property, plant and equipment 22, ,147 Decrease in refundable deposits 1, ,627 Proceeds from sale of available-for-sale financial assets 65,534 - Other investing activities (488,483) (617,482) Net cash generated from (used in) investing activities 506,709 (3,537,899) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings (1,886,326) (2,390,280) Increase in long-term borrowings 100,000 - Cash paid for acquisition of treasury shares (292,893) - Other financing activities (5) (7) Net cash used in financing activities (2,079,224) (2,390,287) NET DECREASE IN CASH AND CASH EQUIVALENTS (110,692) (109,312) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 497, ,238 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 387,234 $ 497,926 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors report dated February 17, 2015) (Concluded) Responsible person: Manager: Chief accountant:

29 To Walsin Lihwa Corporation: Auditors Report We have reviewed the consolidated balance sheet as of December 31, 2014 and 2013, and consolidated comprehensive income statement, consolidated statement of changes in equity as well as consolidated cash flow statement for the period from January 1 to December 31, 2014 and 2013 of Walsin Lihwa Corporation and its subsidiaries. The preparation of the above consolidated financial statements is under responsibility of the management level; the responsibility of the CPA is to express opinions with reference to the audit result concerning the above financial statements. The financial statements of the part subsidiaries in the aforesaid consolidated financial statements were audited by another CPA instead of us. The total assets of the above subsidiaries as of December 31, 2014 and December 31, 2013 were NT$5,779,895,000 and NT$8,238,145,000 respectively and represented 5.31% of the total consolidated assets in 2014 and 7.26% in The net operating revenues of the above subsidiaries commencing from January 1 to December 31 in 2014 and 2013 respectively were NT$6,775,724,000 and NT$5,462,231,000, and represented 4.16% of the net consolidated operating revenue in 2014 and 3.67% in In addition, partial of the consolidated financial statement processed with equity methods in relation to the financial statement of the invested company has been reviewed by an accountant other than the CPA of this Audit Report. The book values of the invested company calculated under equity methods as of December 31, 2014 and December 31, 2013 were NT$0 and NT$339,780,000 respectively, and represented 0% of the total consolidated assets in 2014 and 0.30% in The investment income recognized under equity methods of the invested company commencing from January 1 to December 31 in 2014 and 2013 were NT$208,000 of gain on investment and NT$254,000 of loss on investment respectively. Our examinations were made in accordance with generally accepted auditing standards and consolidated financial statement auditing regulation, to reasonably confirm the consolidated financial statements to be free from major and unfaithful expressions. Such audit work includes random inspection of all accounting record, to acquire the audit evidences of the amounts listed in the consolidated financial statements and the disclosure matters, to evaluate the applied accounting principles and provided major accounting estimations by the management level in preparing the consolidated financial statements, and evaluate the overall expression of the consolidated financial statements. The

30 CPA believes this audit work and other CPAs audit report can provide reasonable basis for the expressed opinions. According to the opinion of this CPA, based on this CPAs audit result and other CPAs audit report, the major aspects of the consolidated financial statements as stated in paragraph 1 are prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and interpretations as well as interpretation announcements (IFRSs) approved by Financial Supervisory Commission, sufficiently expressing the consolidated financial status of Walsin Lihwa Corporation and its subsidiaries as of December 31, 2014 and 2013, and the consolidated financial performance and consolidated cash flow of from January 1 to December 31, 2014 and Walsin Lihwa Corporation has prepared its 2014 and 2013 individual financial statements. We have completed the audit of them and issued auditor s reports with modified unqualified opinion for reference. Deloitte & Touche. CPA YU, HONG-BIN CPA HONG, KUO-TIAN Approval File No. of Securities and Futures Management Committee MOF: Tai-tsai-chen-6-tzu-ti Approval File No. of Securities and Futures Management Committee MOF: Tai-tsai-chen-6-tzu-ti F e b r u a r y 1 7,

31 To Walsin Lihwa Corporation: Auditors Report We have reviewed the individual balance sheet of Walsin Lihwa Corporation as of December 31, 2014 and 2013, individual consolidated income statement, individual statement of changes in equity and individual statement of cash flows from January 1 to December 31, 2014 and The preparation of the above individual financial statements is under responsibility of the management level; the responsibility of the CPA is to express opinions with reference to the audit result concerning the above individual financial statements. For the part using the equity method in the aforesaid December 31, 2014 and 2013 individual financial statements, the invested companies financial statements were audited by another CPA instead of us. The above invested company s book values calculated under equity methods were NT$3,589,703,000 and 3,245,628,000 respectively and represented 4.32% of the total consolidated assets in 2014 and 4.00 on December 31, The investment income recognized under equity methods of the invested company commencing from January 1 to December 31 in 2014 and 2013 were NT$175,234,000 of gain on investment and NT$92,389,000 of loss on investment respectively. Our examinations were made in accordance with generally accepted auditing standards and individual financial statement auditing regulation, to reasonably confirm the individual financial statements to be free from major and unfaithful expressions. Such audit work includes random inspection of all accounting record, to acquire the audit evidences of the amounts listed in the individual financial statements and the disclosure matters, to evaluate the applied accounting principles and provided major accounting estimations by the management level in preparing the individual financial statements, and evaluate the overall expression of the individual financial statements. The CPA believes this audit work and other CPAs audit report can provide reasonable basis for the expressed opinions. According to the opinion of this CPA, based on this CPAs audit result and other CPAs audit report, the major aspects of the individual financial statements as stated in paragraph 1 are prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, sufficiently expressing the individual financial status of Walsin Lihwa Corporation as of December 31, 2014 and 2013, and the individual financial performance and individual cash flow of from January 1 to December 31, 2014 and

32 The statement of major accounting items of the individual financial report of Walsin Lihwa Co., Ltd. in 2014 has been supplemented for the purpose of analysis, and has been audited by the Accountant in the manners prescribed in the second paragraph hereof. In the opinion of the Accountant, the relevant information of all the major aspects of the statement of such items are consistent with the relevant information of the individual financial report mentioned in the first paragraph. Deloitte & Touche. CPA YU, HONG-BIN CPA HONG, KUO-TIAN Approval File No. of Securities and Futures Management Committee MOF: Tai-tsai-chen-6-tzu-ti Approval File No. of Securities and Futures Management Committee MOF: Tai-tsai-chen-6-tzu-ti F e b r u a r y 1 7,

33 Supervisors Review Report The Company s 2014 unconsolidated financial reports and consolidated financial statements prepared by the Board of Directors was audited by CPAs HONG-BIN YU and KUO-TIAN HONG of Deloitte & Touche, and the Auditors Report was put forth. As examined by the undersigned Supervisors, the Auditors Report adequately expressed the Company s financial status, and no non-conformity has been found in the business report, affiliated enterprise consolidated business report, affiliated enterprise consolidated financial statements, and the motion for Distribution of Earnings. Hence, according to Article 219 of the Company Act, the report is submitted as above. To: The Company s 2015 Annual Shareholders Meeting Walsin Lihwa Corporation Supervisor: IN-SHEK HSU Supervisor: WEN-YUAN CHU Supervisor: Walsin Technology Corp. Representative: YEU-YUH CHU February 17,