chipbond technology corporation 2018 annual general … shareholders meeting... · 2018. 5. 23. ·...

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---------------------------Disclaimer------------------------------ THIS ENGLISH HANDBOOK FOR 2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING IS TRANSLATED FROM THE CHINESE VERSION. IT IS INTENDED FOR REFERENCE ONLY. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES FOR THE TRANSLATION. THE CHINESE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN. Stock Code: 6147 CHIPBOND Technology Corporation 2018 Annual General Shareholders’ Meeting (Translation) Meeting Handbook Time: June 15, 2018 (Friday) at 9:00 a.m. Location: 8F, No. 10, Zhanye 1st Road, Hsinchu Science Park, Hsinchu City, Taiwan (8F of the Prosperity Planet No.2 of the Company)

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Page 1: CHIPBOND Technology Corporation 2018 Annual General … Shareholders Meeting... · 2018. 5. 23. · II. MEETING AGENDA Chipbond Technology Corporation Agenda for 2018 Annual General

---------------------------Disclaimer------------------------------ THIS ENGLISH HANDBOOK FOR 2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING IS TRANSLATED FROM THE CHINESE VERSION. IT IS INTENDED FOR REFERENCE ONLY. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES FOR THE TRANSLATION. THE CHINESE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.

Stock Code: 6147

CHIPBOND Technology Corporation

2018 Annual General Shareholders’ Meeting

(Translation)

Meeting Handbook

Time: June 15, 2018 (Friday) at 9:00 a.m.

Location: 8F, No. 10, Zhanye 1st Road, Hsinchu Science Park, Hsinchu City, Taiwan

(8F of the Prosperity Planet No.2 of the Company)

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CHIPBOND Technology Corporation (the “Company”)

2018 Annual General Meeting of Shareholders

Table of Contents

I. MEETING PROCEDURES ................................................... 1

II. MEETING AGENDA........................................................... 2

MATTERS TO REPORT ............................................................................................ 3

ADOPTION MATTERS ............................................................................................ 4

DISCUSSION AND ELECTION MATTERS ...................................................................... 6

EXTRAORDINARY MOTIONS .................................................................................... 9

III. ATTACHMENT ................................................................. 10

ATTACHMENT 1: 2017 BUSINESS REPORT .............................................................. 10

ATTACHMENT 2: AUDIT COMMITTEE’S REVIEW REPORT ........................................... 15

ATTACHMENT 3: INDEPENDENT CPA REPORT AND 2017 INDIVIDUAL FINANCIAL

STATEMENTS ..................................................................................................... 16

ATTACHMENT 4: INDEPENDENT CPA REPORT AND 2017 CONSOLIDATED FINANCIAL

STATEMENTS ..................................................................................................... 27

ATTACHMENT 5: THE DETAILS OF ENDORSEMENT AND GUARANTEE IN 2017 ............... 39

ATTACHMENT 6: THE DETAILS OF LENDING FUNDS TO OTHER PARTIES IN 2017 ........... 40

ATTACHMENT 7: PROFIT ALLOCATION PROPOSAL .................................................... 41

IV. APPENDIX ...................................................................... 42

APPENDIX 1: ARTICLES OF INCORPORATION ............................................................ 42

APPENDIX 2: RULES AND PROCEDURES FOR SHAREHOLDERS’ MEETING ........................ 50

APPENDIX 3: RULES FOR ELECTION OF DIRECTORS ................................................... 54

APPENDIX 4: SHAREHOLDINGS OF ALL DIRECTORS ................................................... 57

APPENDIX 5: IMPACT OF STOCK DIVIDEND DISTRIBUTION ON BUSINESS PERFORMANCE, EPS

AND ROI .......................................................................................................... 58

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I. MEETING PROCEDURES

CHIPBOND Technology Corporation

Meeting Procedures for the 2018

Annual General Meeting of Shareholders

1. Call the Meeting to Order

2. Chairperson Remarks

3. Matters to Report

4. Adoption Matters

5. Discussion and Election Matters

6. Extraordinary Motions

7. Adjournment

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II. MEETING AGENDA

Chipbond Technology Corporation

Agenda for 2018 Annual General Meeting of Shareholders

1. Call the Meeting to Order

2. Chairperson Remarks

3. Matters to Report

(1) To Report 2017 Employees’ Compensation and Directors’

Remuneration

(2) To Report the Business of 2017

(3) Audit Committee's Review Report on the 2017 Audited

Financial Statements

(4) The Details of Endorsement and Guarantee in 2017

(5) The Details of Lending Funds to Other Parties in 2017

4. Adoption Matters

(1) Adoption of the Company’s 2017 Business Report and Financial

Statements

(2) Adoption of the Company’s 2017 Profit Allocation Proposal

5. Discussion and Election Matters

(1) Election of Directors

(2) To release the newly Directors from non-competition

restrictions

6. Extraordinary Motions

7. Adjournment

Time: June 15, 2018 (Friday) at 9:00 a.m.

Location: 8F, No. 10, Zhanye 1st Road, Hsinchu Science Park, Taiwan

(8F of the Prosperity Planet No.2 of the Company )

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Matters to report

1. 2017 Report on the employees’ compensation and directors’

remuneration, submitted for review.

Explanation:

The pre-tax profit, prior to deduction of employees’ compensation and

directors’ remuneration, of the Company is NT$ 2,986,507,649 in 2017.

The Company allocated 0.76 % of the pre-tax profit to the directors in

the amount of NT$22,800,000 in cash and 11.86 % of the pre-tax profit

to the employees in the amount of NT$354,200,000 in cash, pursuant to

Article 27-1 of the Articles of Incorporation of the Company. The

amounts of employees’ compensation and directors’ remuneration are

consistent with the amounts recorded in the financial reports.

2. Fiscal 2017 Business Report, submitted for review.

Explanation:

Please refer to Attachment 1 of this handbook.

3. Audit Committee’s Review Report on the 2017 Audited Financial

Statements

Explanation:

Please refer to Attachment 2 of this handbook.

4. 2017 Report on the details of endorsement and guarantee

Explanation:

Please refer to Attachment 5 of this handbook.

5. 2017 Report on the details of lending funds to other parties

Explanation:

Please refer to Attachment 6 of this handbook.

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Adoption Matters

Item 1: Adoption of the Fiscal 2017 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanation:

1. The compilation of the Company’s Fiscal 2017 Business Report and

Financial Statements are completed. The Financial Statements have

been audited and certified by independent certified public accountants,

Chiang, Tsai-Yen and Wang, Guo-Hua, of PricewaterhouseCoopers

Taiwan, and reviewed by the Audit Committee of the Company.

2. Please refer to Attachment 1, Attachment 3, and Attachment 4 of this

handbook. Adoption Requested.

Resolution:

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Item 2: Adoption of the Company’s 2017 Profit Allocation Proposal.

(Proposed by the Board of Directors)

Explanation:

1. Based on the profit allocation proposal, the Company intends to

distribute cash dividends in the amount of NT$1,537,515,695 at

NT$2.35 per ordinary share from the distributable reserved surplus

earnings for the year 2017. Upon the aforementioned proposal

approved at the Annual General Meeting of Shareholders, it is

proposed that the Board of Directors be authorized to resolve the

ex-dividend date, payment date, and other relevant issues.

2. In the event that the total number of issued and outstanding shares of

the Company affected by a buyback of the shares or transfer of treasury

shares, thereby affecting the distribution to each share, it is proposed

that the Board of Directors be fully authorized to make any adjustment

as necessary.

3. Please refer to Attachment 7 of this handbook. Adoption Requested.

Resolution:

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Discussion and Election Matters

Item 1: Directors Election

(Proposed by the Board of Directors)

Explanation:

1. The 7th board of directors expired at June 14, 2018. It is proposed that

elections for the 8th board of director at the annual general meetings of

shareholders.

2. According to the Articles of Incorporation, it is proposed to elect seven

directors, including three independent directors. The newly directors is

on board when they are elected. The period is three years from June 15,

2018 to June 14, 2021.

3. The directors shall be elected by adopting candidate nomination

system. After reviewed by the board of directors on April 30, 2018, the

list of Director Candidates is as below. Election requested.

List of Director Candidates

Name Education & Work Experience Current Position Shareholdings Wu, Fei-Jain Master of Physics, Electronic &

Equipment, University of Pittsburgh, USA

Vice President, Digital Equipment Corp.

Vice President, Micro Robotics Systems Corp.

Chairman/CEO, Chipbond Technology Corp.

Chairman, Chipmore Holding Company Limited

10,323,760

Gou, Huoo-Wen Master of Applied Chemistry, National Tsing Hua University

President, SIMPAL Electronics Corp. Ltd.

Director of Micro- electronics Division, ERSO/ITRI

Director/President, Chipbond Technology Corp.

Director, Chipmore Holding Company Limited

773,854

Lee, Jong-Fa Bachelor of Law, National Taiwan University

Xuantian Trading Company

Chairman, KunHong Business Co., Ltd.

Director, Chipbond Technology Corp.

4,647,389

Peng Pao Technology Co., Ltd.

N/A N/A 5,250,969

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List of Independent Director Candidates

Name Education & Work Experience Current Position Shareholdings Hsu, Cha-Hwa Bachelor of Business

Management, Tunghai University

Finance Manager & Associate Manager, First Steamship Co., Ltd.

CFO, Yuan Chi Information Co. Ltd.

President & CFO, Wan Chi Co. Ltd.

Chairman, Chilin Optoelectronics Co., Ltd.

Independent Director, Chipbond Technology Corp.

0

Wang , William PhD, Electronic & Equipment, University of Colorado, USA

MBA, Thunderbird School of Global Management, USA

Bachelor and Master Degree, National Chiao Tung University

President, Raydium Semiconductor Corporation

Vice President, BenQ Corporation

Chairman, Crystalvue Co. Ltd.

Independent Director, Chipbond Technology Corp.

Independent Director, APEX Medical Corporation

Supervisor, Avalue Technology Inc.

Supervisor, Mytrex Health Technologies, Inc.

Director, Aulisa Medical Technologies, Inc.

0

Huang, Ting Rong MBA, Waseda Business School, Japan

Bachelor Degree, Wharton School of the University of Pennsylvania

Executive Assistant to Chairman, Egis Technology Inc.

Manager, Barclays Capital Executive Assistant to

Chairman, InterVideo, Digital Tech Co.

Assistant Analyst, GOLDMAN SACHS (ASIA) L.L.C.

Executive Assistant to President, GCS Co.

Executive Director, Asiavest Capital Co., Ltd

Independent Director, Chipbond Technology Corp.

Director, Systex Co., Ltd.

0

Election Results:

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Item 2: Discussion of release the newly Director from non-competition restrictions. (Proposed by the Board of Directors)

Explanation:

1. Pursuant to Article 209 of the Company Act, it is proposed that the

newly directors who engages in any behavior for himself/herself or on

behalf of another person that is within the scope of the company's

business shall explain the essential contents of such an act to the

shareholders’ meeting and obtain its approval.

2. This year the Company is to re-elect its Board of Directors. Since one or

more of director(s) of the Company may engage in operation of another

company whose scope of business is the same or similar to that of the

Company, we hereby request the meeting of shareholders to approve

that in case of the above mentioned situation, the non-competition

restriction imposed on the directors and the entity they represent

(including the legal representative of the entity if the entity is elected as

the Director) be removed in accordance with above mentioned Article

209 of the Company Act.

3. The current position and company name of the Director candidates are

as follows:

Title Name Current Position Director Peng Pao

Technology Co., Ltd. Representative: Wei, Chiu-Rui

Senior Vice President, Compal Electronics, Inc. Chairman (Representative), Rapha Bio Ltd. Supervisor (Representative): Unicom Global

Inc., Ripal Optoelectronics Co., Ltd., Rayonnant Technology Co., Ltd., Rayonnant Precision Technology (Taicang) Co., Ltd. Henghao Technology Co., Ltd., Global Pharma Co., Ltd.,

Supervisor: Infinno Technology Corporation, Mactech Co., Ltd., General life Biotechnology Co., Ltd.,

Director (Representative): Unico Cell Biomed Co., Ltd., Raycore Biotech Co., Ltd., CDIB Partners Investment Holding Corp., Maxima Ventures I, Inc., HWA VI Venture Capital Corp., Hwa Chi Venture Capital Corp., , LC Future Center Ltd., Taiwan Star Telecom Corporation Ltd., ShengBao Precision Electronics (Taicang) Co., Ltd., Zhengying Electronics (Chongqing) Co., Ltd., Rayonnant Technology (HK) Holdings Ltd., Compal Precision Model (Jiangsu) Co., Trust Bio-Sonic Co., Ltd. ,

Independent Director: Synergy Scientech Corp. Sundia Meditech Group.

Director Lee, Jong-Fa Chairman, KunHong Business Co., Ltd.

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Title Name Current Position Independent Director

Hsu, Cha-Hwa Chairman, Chilin Optoelectronics Co., Ltd.

Independent Director

Wang , William Chairman, Crystalvue Co. Ltd. Independent Director, APEX Medical

Corporation Supervisor, Avalue Technology Inc. Supervisor, Mytrex Health Technologies, Inc. Director, Aulisa Medical Technologies, Inc.

Independent Director

Huang, Ting Rong Executive Director, Asiavest Capital Co., Ltd Director, Systex Co., Ltd.

Resolution:

Extraordinary Motions

Adjournment

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III. Attachment

Attachment 1

2017 Business Report

1. Results of Execution of 2017 Business Plan

Extending the atmosphere of sluggish recovery from the second half of 2016, the

economy continues the trend of growing in 2017. Although there were political

adverse factors such as US President Trump’s protectionist trade policy, interest

rates raised by Fed for three times, Brexit, Germany, France and the Netherlands

President election, and the threat of nuclear from North Korea and etc.

happening , those factors did not incur the negative impact on the global economy.

Thus, each country’s economic performance of 2017 was better than the

expectation. When it comes to the economy of Taiwan, according to the statistics

of Directorate-General of Budget, Accounting and Statistics (DGBAS), the growth

rate of 2017 is 2.86%. The export of 2017 increased 13.22% compared to 2016 and

the import increased 12.55% compared to 2016. The import and export ended up

the trend of negative growth, and it implied that the economy of Taiwan recovers

at a steady pace.

Based on the statistics of Gartner, the global semiconductor revenue is US$ 419.7

billion in 2017, the growth rate is 22.2% compared to 2016. The growth of 2017 is

due to the demand for memory IC and some IC component. Besides, according to

the statistics of IEK, Taiwan IC packaging and testing industry revenue is NT$477

billion, and the growth rate is 2.9% compared to 2016. The revenue of IC

packaging industry is NT$333.2 billion, and the growth rate is 2.9% compared to

2016. The revenue of IC testing industry is NT$143.8 billion, and the growth rate

is 2.7% compared to 2016.

Both Company’s consolidated operating revenue and profit in 2017 are growing,

so do the gross margin and operating profit margin. The growth is primarily

because the Company consistently enhances the efficiency of the production, the

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performance of operation, and reduces the cost. Besides, the Company had

completed the arrangement in China’s driver IC market, collaborating with

Chinese strategic partners, to expect to raise the market share of panel driver IC

packaging and testing industry in China.

The Company’s consolidated revenue of 2017 was NT$18.43 billion, and the

revenue of 2016 was NT$17.26 billion and its growth rate was 6.79%. The

Company’s consolidated net profit was NT$2.31 billion, and the net profit of 2016

was NT$2.07 billion and its growth rate was 11.85%. The results of the execution

of our 2017 and 2016 Business Plan are summarized as below:

Unit: NT$ thousand; Except EPS in NT$; %

Item 2017 2016 Growth Rate

Operating Revenue 18,427,557 17,256,235 6.79%

Operating Costs (13,945,768) (13,087,700) 6.56%

Gross Profit 4,481,789 4,168,535 7.51%

Operating Income 3,187,609 2,768,845 15.12%

Pre-Tax Income 2,837,850 2,669,971 6.29%

Income Tax Expenses (525,772) (602,760) -12.77%

Net Profit (Note) 2,312,078 2,067,211 11.85%

Earnings Per Share NT$3.47 NT$3.07 13.03%

Note: The net profit attributable to owners of the parent was NT$2.25 billion

and NT$1.99 billion for the years ended December 31, 2017 and 2016,

respectively.

2. 2017 Financial Position and Profitability Analysis

As for cash flow of the Company in 2017, cash provided by operating activities was

NT$4.86 billion; cash used in investing activities was NT$2.68 billion and cash

used in financing activities was NT$2.19 billion. The balance for cash and cash

equivalents for the year ended December 31, 2017 was NT$6.07 billion. Overall,

the Company had sound financial structure and proper uses of operating funds.

The Group’s gross margin of 2017 was 24.3% and it was comparable to the gross

margin of 2016, which was 24.2%. The operating income was NT$3.19 billion in

2017, a 15.12% increase, compared to NT$2.77 billion in 2016. The basic after-tax

earnings per share was NT$3.47 in 2017, a 13.03% increase, compared to NT$3.07

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in 2016. The profitability ability was better than the previous year.

3. Research and Development in 2017

The Company made steady improvements in the areas of packaging, testing and

OEM. The management focused not only on the development of technology, but

also on market demand, improving manufacturing efficiency while dedicating

efforts to the R&D of advanced driver IC mass production and advanced

processing, and continuing developing the technology for copper redistribution

layer (Cu/CuNi Au RDL), wafer level chip scale packaging (WLCSP), and 3D-IC

stacked packaging. By integrating Cu RDL and Cu pillar bump processing,

advanced power management IC can be applied, which effectively increases the

competitiveness of our clients’ products. WLCSP can satisfy the market demand

for miniature IC processing and light-weight and thin products. Besides, the

Company also expanded the scope of the bumping processing and WLCSP

technology to GaAs, GaN, SiGe, and SOI, to satisfy the clients’ demand in the scope

of the high frequency wireless communication, high power, low-power

consumption application.

4. Outline of 2018 Business Plan

Looking forward to 2018, the major forecast institutions such as World Bank and

etc. estimated that the global economy of 2018 will be better than 2017. However,

there are several uncertain factors will impact the global economy. First of all, US

President Trump promoted the policies such as tax reform, financial deregulation,

infrastructure plan and etc. Those policies could lead to billions of dollars flooding

back to the US. Moreover, the world’s major economies started to adjust their

monetary policies, and it is difficult to avoid the fluctuation in the financial market

during the adjustment period. It is estimated that Taiwan economy maintains its

energy because it could be benefited from the steady recovery of global economy

and the rising prices on international raw material. Briefly speaking, the global

economy is on the trend of steady recovery. However, it may be potentially

impacted by US protectionist trade policy and the US-China Trade Conflict.

As for the market demand, global touch controller IC companies get into the

Touch with Display Driver Integration (TDDI) market one after another, and the

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demand for high-resolution televisions from consumers is expected to increase,

these will spur the growth of driver IC OEM volume. As 4G mobile communication

becomes more popularized, technologies like copper bumping that the Company

has been developing over the years become mature, its output and revenue

grows year by year, and it will further increase the Company’s profits. Besides, the

Company co-operate with China strategic partners to help expand the business in

China. Also, the solid partnership with the strategic partners helps the Company

to maintain its high market share in panel driver IC packaging and testing industry.

The Company expects to obtain more purchase orders and expand the production.

In the meantime, the Company actively seeks the target of merger and acquisition

to expand the operation rapidly.

The Company is dedicated to improving the quality, developing the advanced

processing technology, and managing effectively, set goal for providing entire

processing service, provide timely service via flexible market strategy.

The volume forecast for our OEM services in 2018 are as follows:

• Bumping: 2 million wafers

• Chip-on-film (COF): 972 million pcs

• Chip-on-glass (COG): 930 million pcs

• Wafer level chip scale packaging (WLCSP): 5,600 million pcs

• Tape carrier package board (Tape): 620 million pcs

Key production and distribution policy:

a. Strictly monitoring product quality, continuously improving;

b. Expanding manufacturing scale and increasing equipment capacity

utilization to reduce costs and gain competitive advantage;

c. Proactively expanding our customer base and market share.

5. Key Strategies for Future Development

Mobile device technologies are evolving rapidly. In order to provide our clients

with an all-around OEM services, the Company continues to develop other

product applications and maintain a leading position in technology and

production by incorporating and integrating resources in our industry and

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constantly injecting funds into R&D. By monitoring the market trend, cooperating

with companies in the industry to develop new applied technologies, seeking

opportunities to work with strategic partners, the Company expands its market

competitive advantage. When facing the rapid changing environment, the

Company will make untiring commitment, keep abreast of the times and fully

prepare for the future.

Wu, Fei-Jain Gou, Huoo-Wen Wang, Chao-Yie

Chairman of the Board President Accounting Manager

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Attachment 2

Audit Committee’s Review Report

To the 2018 AGM of Shareholders of Chipbond Technology Corporation:

The Board of Directors has prepared and submitted the Company’s 2017

Business Report, Financial Statements and Profit Allocation Proposal to the

Audit Committee for review, among which the Financial Statements are

audited by PricewaterhouseCoopers Taiwan, from which a report has been

issued. We have reviewed each of the aforementioned documents, and have not

found any inaccuracies. Therefore, the Audit Committee hereby submits this

report in compliance with Article 14-4 of the Securities and Exchange Act and

Article 219 of the Company Act.

Date: April 30, 2018

Hsu, Cha-Hwa

Chairman

Audit Committee

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Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR17000140

To the Board of Directors and Shareholders of Chipbond Technology Co., Ltd.

Opinion

We have audited the accompanying balance sheets of Chipbond Technology Co., Ltd.

(the “Company”) as at December 31, 2017 and 2016, and the related statements of

comprehensive income, of changes in equity and of cash flows for the years then

ended, and notes to the financial statements, including a summary of significant

accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material

respects, the financial position of the Company as at December 31, 2017 and 2016,

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 Auditort’s

Responsibilities for the Audit of the Financial Statements section of our report. We

are independent of the Company in accordance with the Code of Professional Ethics

for Certified Public Accountants in the Republic of China (the “Code”), and we have

fulfilled our other ethical responsibilities in accordance with the Code. We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the financial statements of the current period. These

matters were addressed in the context of our audit of the financial statements as a

whole and, in forming our opinion thereon, we do not provide a separate opinion on

these matters.

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The most significant key audit matters in our audit of the financial statements of the

current period are as follows:

Intangible assets-assessment of goodwill impairment

Description

As of December 31, 2017, goodwill amounted to NT$5,537,278 thousand. For

information on evaluation of goodwill impairment, please refer to Note 6(8),

Impairment of non-financial assets.

The Company estimates recoverable amount utilizing the future cash flows of

goodwill’s cash generating unit and appropriate discount rates in order to determine

whether goodwill is impaired. The estimation of future cash flows involves various

assumptions, which may have significant effects on the estimation of recoverable

amount. Thus, it has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit

matter:

Interviewed management to obtain an understanding of the process of estimating

future cash flows, evaluated key assumptions adopted in estimating future cash flows,

including assessing the rationality of estimated growth rates, costs of sales, gross

margins and operating expenses through comparing those with historical outcomes

and assessed the reasonableness of estimated future cash flows within the next four

years through reviewing the actual results of operational plans executed by

management and most recent annual budget approved by the Board of Directors. In

addition, evaluated the parameters utilized in calculating the discount rates,

including weighted average cost of capital at risk-free rates, industrial risk premium,

return on assets and the proportion of equity capital in similar market.

Operating revenue

Description

Please refer to Note 4(27) for accounting policies on recognition of operating

revenue. Operating revenue is a basic operating activity for sustainable business

development, and relevant to enterprise performance as well as material to the

financial statements. Therefore, it has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit

matter:

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Evaluated and validated the effectiveness of design and implementation of internal

controls over recognition of operating revenue. Sampled and tested transaction

details, including validating purchase orders from customers, respective transaction

terms and prices, and evidence supporting the provision of services to ensure the

occurrence and accuracy of those transactions.

Responsibilities of management and those charged with governance for the

financial statements

Management is responsible for the preparation and fair presentation of the financial

statements in accordance with the “Regulations Governing the Preparation of

Financial Reports by Securities Issuers”, and for such internal control as management

determines is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless

management either intends to liquidate the Company or to cease operations, or has

no realistic alternative but to do so.

Those charged with governance, including the Audit Committee, are responsible for

overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial

statements as a whole are free from material misstatement, whether due to fraud or

error, and to issue a 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 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:

1. Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and appropriate to provide

a basis for our opinion. The risk of not detecting a material misstatement resulting

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~19~

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.

2. 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.

3. Evaluate the appropriateness of accounting policies used and the reasonableness

of accounting estimates and related disclosures made by management.

4. 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 report to the

related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of auditor’s report. However, future events or

conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial

statements, including the disclosures, and whether the financial statements

represent the underlying transactions and events in a manner that achieves fair

presentation.

6. Obtain sufficient appropriate audit evidence regarding the 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 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.

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~20~

From the matters communicated with those charged with governance, we determine

those matters that were of most significance in the audit of the financial statements

of the current period and are therefore the key audit matters. We describe these

matters in our 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.

Chiang, Tsai-Yen Wang, Kuo-Hua

For and on behalf of PricewaterhouseCoopers, Taiwan

February 27, 2018

----------------------------------------------------------------------------------------------------------------------------- -------------------- 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.

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CHIPBOND TECHNOLOGY CORPORATION PARENT COMPANY ONLY BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

~21~

December 31, 2017 December 31, 2016 Assets Notes AMOUNT % AMOUNT %

Current assets

1100 Cash and cash equivalents 6(1) $ 3,768,278 11 $ 3,433,691 11

1150 Notes receivable, net 3,489 - 4,869 -

1170 Accounts receivable, net 6(3) and 7 4,033,493 12 3,882,131 12

1200 Other receivables 1,036 - 2,069 -

1210 Other receivables - related

parties

7

512,806 2 550,152 2

130X Inventory 6(4) 800,688 3 777,643 2

1410 Prepayments 39,172 - 34,909 -

1470 Other current assets 8 53,100 - 55,529 -

11XX Total current assets 9,212,062 28 8,740,993 27

Non-current assets

1543 Financial assets carried at cost -

non-current

6(2)

- - 1,850 -

1550 Investments accounted for under

equity method

6(5)

6,515,884 19 6,266,389 19

1600 Property, plant and equipment 6(6) and 8 11,792,245 35 11,842,745 36

1780 Intangible assets 6(7)(8) 5,569,028 17 5,581,083 17

1840 Deferred income tax assets 6(23) 149,256 - 122,982 -

1900 Other non-current assets 6(25) and 8 189,123 1 163,905 1

15XX Total non-current assets 24,215,536 72 23,978,954 73

1XXX Total assets $ 33,427,598 100 $ 32,719,947 100

(Continued)

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CHIPBOND TECHNOLOGY CORPORATION PARENT COMPANY ONLY BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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

~22~

December 31, 2017 December 31, 2016 Liabilities and Equity Notes AMOUNT % AMOUNT %

Current liabilities

2100 Short-term borrowings 6(9) $ 1,700,000 5 $ 1,250,000 4

2120 Financial liabilities at fair value

through profit or loss - current

6(10)

79 - 2,982 -

2150 Notes payable - - 262 -

2170 Accounts payable 608,434 2 663,821 2

2200 Other payables 6(11) 3,093,936 9 1,733,986 5

2230 Current income tax liabilities 277,784 1 378,704 1

2300 Other current liabilities 6(12) and 8 200,052 1 282,500 1

21XX Total current liabilities 5,880,285 18 4,312,255 13

Non-current liabilities

2540 Long-term borrowings 6(12) and 8 2,200,000 7 3,717,500 11

2570 Deferred income tax liabilities 6(23) 357,630 1 571,274 2

2600 Other non-current liabilities 6(5)(13) 500,526 1 451,743 2

25XX Total non-current liabilities 3,058,156 9 4,740,517 15

2XXX Total liabilities 8,938,441 27 9,052,772 28

Equity

Share capital 6(15)

3110 Ordinary share 6,542,620 20 6,492,620 20

Capital surplus 6(16)

3200 Capital surplus 6,738,634 21 6,551,634 20

Retained earnings 6(17)

3310 Legal reserve 2,016,378 6 1,817,164 5

3320 Special reserve 142,693 - - -

3350 Unappropriated retained

earnings

9,464,712 28 8,948,450 27

Other equity interest 6(18)

3400 Other equity interest ( 415,880 ) ( 2 ) ( 142,693 ) -

3XXX Total equity 24,489,157 73 23,667,175 72

Significant events after the balance

sheet date

11

3X2X Total liabilities and equity $ 33,427,598 100 $ 32,719,947 100

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CHIPBOND TECHNOLOGY CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

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

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

~23~

Years ended December 31 2017 2016

Items Notes AMOUNT % AMOUNT % 4000 Operating revenue 7 $ 16,088,340 100 $ 14,759,699 100 5000 Operating costs 6(4)(21)(22) ( 12,552,278 ) ( 78 ) ( 11,561,962 ) ( 78 ) 5900 Gross profit 3,536,062 22 3,197,737 22 Operating expenses 6(21)(22) 6100 Selling expenses ( 117,330 ) ( 1 ) ( 107,596 ) ( 1 ) 6200 General and administrative

expenses

( 515,027 ) ( 3 ) ( 669,003 ) ( 5 ) 6300 Research and development

expenses

( 196,925 ) ( 1 ) ( 160,289 ) ( 1 ) 6000 Total operating expenses ( 829,282 ) ( 5 ) ( 936,888 ) ( 7 ) 6900 Operating income 2,706,780 17 2,260,849 15 Non-operating income and

expenses

7010 Other income 6(19) 21,856 - 24,326 - 7020 Other gains and losses 6(20) ( 364,471 ) ( 2 ) ( 98,345 ) ( 1 ) 7050 Finance costs ( 52,655 ) ( 1 ) ( 86,091 ) - 7070 Share of profit of

subsidiaries, associates and joint ventures accounted for using equity method

6(5)

297,998 2 360,099 3 7000 Total non-operating

income and expenses

( 97,272 ) ( 1 ) 199,989 2 7900 Profit before income tax 2,609,508 16 2,460,838 17 7950 Income tax expense 6(23) ( 355,561 ) ( 2 ) ( 468,700 ) ( 3 ) 8200 Profit for the year $ 2,253,947 14 $ 1,992,138 14

Other comprehensive income, net

Items that will not be reclassified to profit or loss

8311 Remeasurements of defined benefit plans

6(13) ( $ 32,328 ) - ( $ 23,250 ) -

Items that may be subsequently reclassified to profit or loss

8380 Share of other

comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method

6(5)

( 88,031 ) ( 1 ) ( 378,777 ) ( 3 ) 8300 Total other comprehensive

loss, net

( $ 120,359 ) ( 1 ) ( $ 402,027 ) ( 3 )

8500 Total comprehensive income for the year

$ 2,133,588 13 $ 1,590,111 11

Earnings per share

9750 Basic earnings per share 6(24) $ 3.47 $ 3.07

9850 Diluted earnings per share 6(24) $ 3.43 $ 3.03

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CHIPBOND TECHNOLOGY CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) Retained Earnings Other equity interest

Notes

Ordinary share

Capital surplus

Legal reserve

Special reserve

Unappropriated retained earnings

Financial statements translation

differences of foreign

operations

Other equity - others

Total equity

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

~24~

Year ended December 31, 2016

Balance at January 1, 2016 $ 6,491,870 $ 6,551,372 $ 1,610,768 $ - $ 8,549,408 $ 236,084 $ - $ 23,439,502

Distribution of earnings of 2015: 6(17)

Legal reserve appropriated - - 206,396 - ( 206,396 ) - - -

Cash dividends - - - - ( 1,363,450 ) - - ( 1,363,450 )

Exercise of employee restricted options 6(14)(15)(16) 750 262 - - - - - 1,012

Profit for the year - - - - 1,992,138 - - 1,992,138

Other comprehensive loss for the year 6(13)(18) - - - - ( 23,250 ) ( 378,777 ) - ( 402,027 )

Balance at December 31, 2016 $ 6,492,620 $ 6,551,634 $ 1,817,164 $ - $ 8,948,450 ( $ 142,693 ) $ - $ 23,667,175

Year ended December 31, 2017

Balance at January 1, 2017 $ 6,492,620 $ 6,551,634 $ 1,817,164 $ - $ 8,948,450 ( $ 142,693 ) $ - $ 23,667,175

Distribution of earnings of 2016: 6(17)

Legal reserve appropriated - - 199,214 - ( 199,214 ) - - -

Special reserve appropriated - - - 142,693 ( 142,693 ) - - -

Cash dividends - - - - ( 1,363,450 ) - - ( 1,363,450 )

Issuance of employee restricted shares 6(14)(15)(16)(18) 50,000 187,000 - - - - ( 237,000 ) -

Compensation cost of employee restricted shares 6(14)(18)(22) - - - - - - 51,844 51,844

Profit for the year - - - - 2,253,947 - - 2,253,947

Other comprehensive loss for the year 6(13)(18) - - - - ( 32,328 ) ( 88,031 ) - ( 120,359 )

Balance at December 31, 2017 $ 6,542,620 $ 6,738,634 $ 2,016,378 $ 142,693 $ 9,464,712 ( $ 230,724 ) ( $ 185,156 ) $ 24,489,157

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CHIPBOND TECHNOLOGY CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Years ended December 31, Notes 2017 2016

~25~

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax $ 2,609,508 $ 2,460,838

Adjustments

Adjustments to reconcile profit (loss)

Provision for bad debts expense 6(3) 1,076 -

Depreciation 6(6)(21) 2,327,132 2,286,313

Amortisation of intangible assets 6(7)(21) 27,670 18,361

Net loss on financial assets at fair value through

profit or loss

6(10)(20)

2 2,788

Compensation cost of share-based payments 6(14)(22) 51,844 -

Impairment loss 6(2)(20) 1,160 5,700

Interest income 6(19) ( 12,036 ) ( 11,242 )

Interest expense 52,655 86,091

Share of profit of subsidiaries and associates

accounted for using equity method

( 297,998 ) ( 360,099 )

Gain on disposals of property, plant and equipment 6(20) ( 31,135 ) ( 6,953 )

Changes in operating assets and liabilities

Changes in operating assets

Financial assets held for trading - 20

Notes receivable 1,380 ( 2,749 )

Accounts receivable ( 152,438 ) ( 653,974 )

Other receivables ( 3,954 ) ( 929 )

Inventories ( 23,045 ) ( 58,504 )

Prepayments ( 4,263 ) 22,315

Other current assets 149 5,314

Changes in operating liabilities

Financial liabilities held for trading ( 2,905 ) ( 5,544 )

Notes payable ( 262 ) 209

Accounts payable ( 55,387 ) 21,581

Other payables 229,556 168,130

Other current liabilities 52 ( 2,580 )

Other non-current liabilities ( 21,299 ) ( 19,563 )

Cash inflow generated from operations 4,697,462 3,955,523

Interest received 12,039 11,306

Interest paid ( 53,508 ) ( 86,316 )

Income tax paid ( 414,117 ) ( 488,541 )

Net cash flows from operating activities 4,241,876 3,391,972

(Continued)

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CHIPBOND TECHNOLOGY CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Years ended December 31, Notes 2017 2016

The accompanying notes are an integral part of these consolidated financial statements. ~26~

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from capital reduction of financial assets at cost $ 690 $ -

Acquisition of property, plant and equipment 6(25) ( 1,485,935 ) ( 1,744,487 )

Proceeds from disposal of property, plant and equipment 49,613 42,340

Acquisition of intangible assets 6(7) ( 15,615 ) ( 42,770 )

Increase in other receivables ( 505,920 ) ( 548,250 )

Recovered amount of loans to subsidiaries 548,250 459,553

Decrease in restricted assets 8 17,276 411

(Increase) decrease in refundable deposits ( 423 ) 18,803

Net cash flows used in investing activities ( 1,392,064 ) ( 1,814,400 )

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in short-term borrowings 450,000 ( 1,100,000 )

Increase in long-term borrowings 2,350,000 2,800,000

Repayment of long-term borrowings ( 3,950,000 ) ( 2,475,000 )

(Decrease) increase in guarantee deposits received ( 1,775 ) 178

Exercise of employee share options - 1,012

Cash dividends paid 6(17) ( 1,363,450 ) ( 1,363,450 )

Net cash flows used in financing activities ( 2,515,225 ) ( 2,137,260 )

Net increase (decrease) in cash and cash equivalents 334,587 ( 559,688 )

Cash and cash equivalents at beginning of year 3,433,691 3,993,379

Cash and cash equivalents at end of year 6(1) $ 3,768,278 $ 3,433,691

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~27~

Attachment 4 REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR17000139

To the Board of Directors and Shareholders of Chipbond Technology Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Chipbond

Technology Corporation and its subsidiaries (the “Group”) as at December 31, 2017

and 2016, 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, 2017 and 2016, 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.

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~28~

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements of the current

period. These matters were addressed in the context of our audit of the consolidated

financial statements as a whole and, in forming our opinion thereon, we do not

provide a separate opinion on these matters.

The most significant key audit matters in our audit of the consolidated financial

statements of the current period are as follows:

Intangible assets-valuation of goodwill impairment

Description

As of December 31, 2017, goodwill amounted to NT$7,178,085 thousand. For

information on evaluation of goodwill impairment, please refer to Note 6(8),

Impairment on non-financial assets.

The Group estimates recoverable amount utilizing the future cash flows of goodwill’s

cash generating unit and appropriate discount rates in order to determine whether

goodwill is impaired. The estimation of future cash flows involves various

assumptions, which may have significant effects on the estimation of recoverable

amount. Thus, it has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit

matter:

Interviewed management to obtain an understanding of the process of estimating

future cash flows, evaluated key assumptions adopted in estimating future cash flows,

including assessing the rationality of estimated growth rates, costs of sales, gross

margins and operating expenses through comparing those with historical outcomes

and assessed the reasonableness of estimated future cash flows within the next four

years through reviewing the actual results of operational plans executed by

management and most recent annual budget approved by the Board of Directors. In

addition, evaluated the parameters utilized in calculating the discount rates,

including weighted average cost of capital at risk-free rates, industrial risk premium,

return on assets and the proportion of equity capital in similar market.

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~29~

Operating revenue

Description

Please refer to Note 4(27) for accounting policies on recognition of operating

revenue. Operating revenue is a basic operating activity for sustainable business

development, and relevant to enterprise performance as well as material to the

financial statements. Therefore, it has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit

matter:

Evaluated and validated the effectiveness of design and implementation of internal

controls over recognition of operating revenue. Sampled and tested transaction

details, including validating purchase orders from customers, respective transaction

terms and prices, and evidence supporting the provision of services to ensure the

occurrence and accuracy of those transactions.

Other matter – Parent company only financial reports

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

financial statements of Chipbond Technology Corporation as at and for the years

ended December 31, 2017 and 2016.

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.

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~30~

Those charged with governance, including audit committee, are responsible for

overseeing the Group’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted

in accordance with ROC GAAS will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial

statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

1. 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.

2. 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.

3. Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by

management.

4. Conclude on the appropriateness of management’s use of the going concern

basis of accounting and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our

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~31~

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.

5. 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.

6. 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.

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~32~

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.

Chiang, Tsai-Yen Wang, Kuo-Hua

For and on behalf of PricewaterhouseCoopers, Taiwan

February 27, 2018

----------------------------------------------------------------------------------------------------------------------------- -------------------- 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.

Page 35: CHIPBOND Technology Corporation 2018 Annual General … Shareholders Meeting... · 2018. 5. 23. · II. MEETING AGENDA Chipbond Technology Corporation Agenda for 2018 Annual General

CHIPBOND TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

~33~

December 31, 2017 December 31, 2016 Assets Notes AMOUNT % AMOUNT %

Current assets

1100 Cash and cash equivalents 6(1) $ 6,068,935 17 $ 6,114,867 18

1150 Notes receivable, net 3,489 - 4,869 -

1170 Accounts receivable, net 6(4) 4,516,478 13 4,511,072 13

1200 Other receivables 522,171 2 61,111 -

130X Inventories, net 6(5) 1,044,104 3 963,100 3

1410 Prepayments 86,985 - 47,927 -

1470 Other current assets 6(2) and 8 454,983 1 510,173 2

11XX Total current assets 12,697,145 36 12,213,119 36

Non-current assets

1543 Financial assets at cost -

non-current

6(3)

- - 1,850 -

1600 Property, plant and equipment,

net

6(6) and 8

14,839,653 42 14,314,627 42

1780 Intangible assets 6(7)(8) 7,258,678 20 7,257,103 21

1840 Deferred income tax assets 6(24) 213,863 1 200,877 -

1900 Other non-current assets 6(9)(26) and 8 391,125 1 363,610 1

15XX Total non-current assets 22,703,319 64 22,138,067 64

1XXX Total assets $ 35,400,464 100 $ 34,351,186 100

(Continued)

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CHIPBOND TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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

~34~

December 31, 2017 December 31, 2016 Liabilities and Equity Notes AMOUNT % AMOUNT %

Current liabilities

2100 Short-term borrowings 6(10) $ 2,722,007 8 $ 1,943,375 6

2120 Financial liabilities at fair value

through profit or loss - current

6(11)

79 - 2,982 -

2150 Notes payable - - 262 -

2170 Accounts payable 726,669 2 827,996 2

2200 Other payables 6(12) 3,130,514 9 1,914,729 6

2230 Current income tax liabilities 296,245 1 412,901 1

2300 Other current liabilities 6(13) and 8 217,645 - 304,818 1

21XX Total current liabilities 7,093,159 20 5,407,063 16

Non-current liabilities

2540 Long-term borrowings 6(13) and 8 2,200,000 6 3,717,500 11

2570 Deferred tax liabilities 6(24) 643,328 2 636,033 2

2600 Other non-current liabilities 6(14) 122,126 - 112,897 -

25XX Total non-current liabilities 2,965,454 8 4,466,430 13

2XXX Total liabilities 10,058,613 28 9,873,493 29

Equity attributable to owners of

parent

Share capital 6(16)

3110 Ordinary shares 6,542,620 19 6,492,620 19

Capital surplus 6(17)

3200 Capital surplus 6,738,634 19 6,551,634 19

Retained earnings 6(18)

3310 Legal reserve 2,016,378 6 1,817,164 5

3320 Special reserve 142,693 - - -

3350 Unappropriated retained

earnings

9,464,712 27 8,948,450 26

Other equity 6(19)

3400 Other equity interest ( 415,880 ) ( 2 ) ( 142,693 ) -

31XX Total equity attributable to

owners of the parent

24,489,157 69 23,667,175 69

36XX Non-controlling interest 852,694 3 810,518 2

3XXX Total equity 25,341,851 72 24,477,693 71

Significant events after the balance

sheet date

11

3X2X Total liabilities and equity $ 35,400,464 100 $ 34,351,186 100

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CHIPBOND TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

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

~35~

Years ended December 31 2017 2016

Items Notes AMOUNT % AMOUNT % 4000 Operating revenue $ 18,427,557 100 $ 17,256,235 100 5000 Operating costs 6(5)(22)(23) ( 13,945,768 ) ( 75 ) ( 13,087,700 ) ( 76 ) 5900 Gross profit 4,481,789 25 4,168,535 24 Operating expenses 6(22)(23) 6100 Selling expenses ( 137,104 ) ( 1 ) ( 128,303 ) ( 1 ) 6200 General and administrative

expenses

( 749,500 ) ( 4 ) ( 904,101 ) ( 5 ) 6300 Research and development

expenses

( 407,576 ) ( 2 ) ( 367,286 ) ( 2 ) 6000 Total operating expenses ( 1,294,180 ) ( 7 ) ( 1,399,690 ) ( 8 ) 6900 Operating profit 3,187,609 18 2,768,845 16 Non-operating income and

expenses

7010 Other income 6(20) 79,139 - 139,314 1 7020 Other gains and losses 6(21) ( 360,478 ) ( 2 ) ( 115,528 ) ( 1 ) 7050 Finance costs ( 68,420 ) - ( 122,660 ) ( 1 ) 7000 Total non-operating

income and expenses

( 349,759 ) ( 2 ) ( 98,874 ) ( 1 ) 7900 Profit before income tax 2,837,850 16 2,669,971 15 7950 Income tax expense 6(24) ( 525,772 ) ( 3 ) ( 602,760 ) ( 3 ) 8200 Profit for the year $ 2,312,078 13 $ 2,067,211 12

8311

Other comprehensive income Items that will not be reclassified to profit or loss

Actuarial losses on defined benefit plans

6(14)

( $ 32,328 ) - ( $ 23,250 ) - Items that may be

subsequently reclassified to profit or loss

8361 Cumulative translation

differences of foreign operations

6(19)

( 103,986 ) ( 1 ) ( 447,237 ) ( 3 ) 8300 Total other comprehensive

loss, net of tax

( $ 136,314 ) ( 1 ) ( $ 470,487 ) ( 3 )

8500 Total comprehensive income for the year

$ 2,175,764 12 $ 1,596,724 9

Profit attributable to: 8610 Owners of the parent $ 2,253,947 13 $ 1,992,138 12

8620 Non-controlling interest $ 58,131 - $ 75,073 -

Comprehensive income attributable to:

8710 Owners of the parent $ 2,133,588 12 $ 1,590,111 9

8720 Non-controlling interest $ 42,176 - $ 6,613 -

Earnings per share 6(25) 9750 Basic earnings per share $ 3.47 $ 3.07

9850 Diluted earnings per share $ 3.43 $ 3.03

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CHIPBOND TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS) Equity attributable to owners of the parent Retained earnings Other equity interest

Notes

Ordinary shares

Total capital

surplus, additional

paid-in capital

Legal reserve

Special reserve

Unappropriated retained earnings

Financial statements translation

differences of foreign operations

Other equity - others

Total

Non-controlling interest

Total equity

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

~36~

Year ended December 31, 2016

Balance at January 1, 2016 $ 6,491,870 $ 6,551,372 $ 1,610,768 $ - $ 8,549,408 $ 236,084 $ - $ 23,439,502 $ 803,905 $ 24,243,407 Distribution of retained

earnings of 2015: 6(18)

Legal reserve

appropriated

- - 206,396 - ( 206,396 ) - - - - - Cash dividends - - - - ( 1,363,450 ) - - ( 1,363,450 ) - ( 1,363,450 ) Exercise of employee share

options 6(15)(16)(17)

750 262 - - - - - 1,012 - 1,012 Profit for the year - - - - 1,992,138 - - 1,992,138 75,073 2,067,211 Other comprehensive loss

for the year 6(14)(19)

- - - - ( 23,250 ) ( 378,777 ) - ( 402,027 ) ( 68,460 ) ( 470,487 ) Balance at December 31,

2016

$ 6,492,620 $ 6,551,634 $ 1,817,164 $ - $ 8,948,450 ( $ 142,693 ) $ - $ 23,667,175 $ 810,518 $ 24,477,693 Year ended December 31,

2017

Balance at January 1, 2017 $ 6,492,620 $ 6,551,634 $ 1,817,164 $ - $ 8,948,450 ( $ 142,693 ) $ - $ 23,667,175 $ 810,518 $ 24,477,693 Distribution of retained

earnings of 2016: 6(18)

Legal reserve appropriated - - 199,214 - ( 199,214 ) - - - - - Special reserve

appropriated

- - - 142,693 ( 142,693 ) - - - - - Cash dividends - - - - ( 1,363,450 ) - - ( 1,363,450 ) - ( 1,363,450 ) Issuance of employee

restricted shares 6(15)(16)(17)(19)

50,000 187,000 - - - - ( 237,000 ) - - - Compensation cost of

employee restricted shares 6(15)(19)(23)

- - - - - - 51,844 51,844 - 51,844 Profit for the year - - - - 2,253,947 - - 2,253,947 58,131 2,312,078 Other comprehensive loss for

the year 6(14)(19)

- - - - ( 32,328 ) ( 88,031 ) - ( 120,359 ) ( 15,955 ) ( 136,314 ) Balance at December 31, 2017 $ 6,542,620 $ 6,738,634 $ 2,016,378 $ 142,693 $ 9,464,712 ( $ 230,724 ) ( $ 185,156 ) $ 24,489,157 $ 852,694 $ 25,341,851

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CHIPBOND TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Years ended December 31, Notes 2017 2016

~37~

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax $ 2,837,850 $ 2,669,971

Adjustments

Adjustments to reconcile profit (loss)

Bad debts expense 6(4) 1,076 -

Depreciation 6(6)(22) 2,596,436 2,585,492

Amortisation of land use right 6(9) 4,168 4,495

Amortisation of intangible assets 6(7)(22) 36,989 27,190

Net loss on financial liabilities at fair value through

profit or loss

6(11)(21)

2 3,274

Compensation cost of share-based payments 6(15)(23) 51,844 -

Gain on disposals of investments 6(21) ( 5,265 ) ( 10,044 )

Impairment loss 6(3)(21) 1,160 5,700

Gain on disposals of property, plant and equipment 6(21) ( 33,809 ) ( 6,773 )

Interest income 6(20) ( 68,822 ) ( 124,701 )

Interest expense 68,420 122,660

Changes in operating assets and liabilities

Changes in operating assets

Financial assets held for trading 440 565

Notes receivable 1,380 ( 2,749 )

Accounts receivable ( 20,947 ) ( 843,994 )

Other receivables ( 13,536 ) ( 79,536 )

Inventories ( 84,037 ) ( 88,935 )

Prepayments ( 39,058 ) 21,428

Other current assets 149 5,314

Other non-current assets 2,084 23

Changes in operating liabilities

Financial liabilities held for trading 4,705 1,175

Notes payable ( 262 ) 209

Accounts payable ( 97,483 ) 72,090

Other payables 293,580 192,903

Other current liabilities ( 4,673 ) 5,560

Other non-current liabilities ( 21,299 ) ( 19,563 )

Cash inflow generated from operations 5,511,092 4,541,754

Interest received 72,523 189,540

Interest paid ( 71,320 ) ( 121,537 )

Income taxes paid ( 653,640 ) ( 539,654 )

Net cash flows from operating activities 4,858,655 4,070,103

(Continued)

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CHIPBOND TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Years ended December 31 Notes 2017 2016

The accompanying notes are an integral part of these consolidated financial statements. ~38~

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from capital reduction of financial assets at cost $ 690 $ -

Increase other receivables ( 446,400 ) -

Acquisition of property, plant and equipment 6(26) ( 2,332,414 ) ( 2,225,956 )

Proceeds from disposal of property, plant and equipment 73,168 42,339

Acquisition of intangible assets 6(7) ( 39,109 ) ( 66,632 )

Decrease in other financial assets 43,002 4,373,922

Decrease in restricted assets 8 17,276 411

Decrease in refundable deposits 477 18,155

Net cash flows (used in) from investing activities ( 2,683,310 ) 2,142,239

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in short-term borrowings 778,929 ( 4,369,453 )

Increase in long-term borrowings 2,350,000 2,800,000

Repayment of long-term borrowings ( 3,950,000 ) ( 2,881,694 )

Decrease in guarantee deposits received ( 1,775 ) ( 781 )

Exercise of employee stock options - 1,012

Cash dividends paid 6(18) ( 1,363,450 ) ( 1,363,450 )

Net cash flows used in financing activities ( 2,186,296 ) ( 5,814,366 )

Net effect of changes in foreign currency exchange rates ( 34,981 ) ( 117,878 )

Net (decrease) increase in cash and cash equivalents ( 45,932 ) 280,098

Cash and cash equivalents at beginning of year 6,114,867 5,834,769

Cash and cash equivalents at end of year 6(1) $ 6,068,935 $ 6,114,867

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Attachment 5

The Details of Endorsement and Guarantee in 2017 Unit: NTD in thousands, unless specified otherwise

No Endorser/ guarantor

Guaranteed party

Limit on endorsements/

Guarantees provided for a single party

Maximum balance

for the

period

Ending Balance

Amount Actually Drawn Down

Amount of endorsement/

guarantee collateralized

by properties

Ratio of Accumulated

endorsement/ guarantee to

net equity per latest

financial statements

Maximum endorsement/

guarantee amount

allowable (Note 1)

Guarantee provided by parent company (Note 2)

Guarantee provided

by a

subsidiary (Note 2)

Guarantee provided to subsidiaries

in Mainland

China (Note 2)

Foot note

Company Name

Nature of relationship

0

Chipbond

Technology

Corporation

International

Semiconductor

Technology

Corporation

Limited

The

Company's

indirect

wholly-owned

subsidiary

2,448,916 282,105 267,840 267,840 - 1.09% 4,897,831 Y N Y

Note 1: According to the parent Company’s “Procedures for Endorsement and Guarantee”, limit on endorsement/guarantee to a single party is 10% of the Company’s shareholders’

equity and limit on total endorsement/guarantee is 20% of the Company’s shareholder’s equity.

Note 2: Fill in “Y” for those cases of guarantee provided by listed parent company to subsidiary and guarantee provided by subsidiary to listed parent company, and guarantee

provided to subsidiary in Mainland China.

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Attachment 6

The Details of Lending Funds to Other Parties in 2017 Unit: NT$ in thousands, unless specified otherwise

No

(Note 1)

Creditor Borrower

General

ledger account

Is a related party

Maximum outstanding balance for

the period

Balance at

December 31, 2017

Actual Amount Drawn

Down

Interest Rate

Nature of loan (Note

2)

Amount of transactions

with the

borrower

Reason for

short term financing

Allowance for

doubtful

accounts

Collateral Limit on

loans granted

to a single party

(Note 3)

Ceiling on total

loans granted (Note 3)

Footnote Item Value

0

Chipbond

Technology

Corporation

International

Semiconductor

Technology

Corporation

Limited

Other

receivables Yes 739,778 505,920 505,920 1.60% 2 -

Operational

Use - - - 2,448,916 4,897,831

1

Chipmore

Holding

Company

Limited

(H.K.)

Gemini

Holdings

Company

Limited

Other

receivables No 952,320 952,320 446,400 1.60% 2

Operational

Use - - - 1,941,193 1,941,193

Note 1: The column of number is explained as follows: (1) Fill in 0 for the issuer. (2) The invested company is sequenced from 1 per the company’s name.

Note 2: Nature of loans to others is filled as follows: (1) Fill in 1 for business transactions. (2) Fill in 2 for short-term financing.

Note 3: According to the parent company’s “Procedures for Loans to Others”, limit on loans to a single subsidiary is 10% of the Company’s shareholders’ equity and limit on total loans is 20% of the Company’s shareholders’ equity. As prescribed in the subsidiaries' “Procedures for Provision of Loans”, the limit on the short-term financing shall not exceed 40% of the subsidiaries' net assets.

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Attachment 7

Chipbond Technology Corporation

Profit Allocation Proposal

December 31, 2017

Unit: NT$

Item Subtotal Total

Unappropriated earnings at beginning of period 7,243,093,176

Add: Net Profit of 2017 2,253,946,577

Less: Adjustment of retain earnings for 2017 (32,327,525)

Available for distribution of earnings for 2017 9,464,712,228

Less:

10% of legal reserve (225,394,658)

Special reserve (88,030,333)

Distribution Items:

Cash dividends to ordinary shareholders (NT$2.35 per share) (1,537,515,695)

Unappropriated earnings at end of period 7,613,771,542

Note:Allocated profit of the year is arising from available for distribution of earnings for 2017.

Wu, Fei-Jain Gou, Huoo-Wen Wang, Chao-Yie

Chairman of the Board President Accounting Manager

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IV. Appendix

Appendix 1

Chipbond Technology Corporation

Articles of Incorporation

Section I

General Provisions

Article 1

The name of company shall be Chipbond Technology Corporation (頎邦科技股份有

限公司) (the “Company”). The Company is duly organized under the Company Act of

Taiwan.

Article 2

The business to be operated by the Company is as follows:

CC010080 Electronic Components Manufacturing

To research, develop, manufacture, and distribute the following products: metal

bump, gold bumps, solder bump, flip chip, tape-automated bonding (TAB) and tape

carrier package board (Tape) (restricted to operations outside of the Park (as defined

in Article 3)).

Article 3

The headquarters of the Company is in the Hsinchu Science and Industrial Park (the

“Park”). The Company may establish branches or subsidiaries in Taiwan or overseas

as the Company may require upon approval of the Board of Directors and the

competent authorities.

Article 4

Except as otherwise prescribed by the securities regulatory authorities, public

announcements of the Company shall, in accordance with Article 28 of the Company

Act, be placed in a visible section of the daily newspaper circulated where the

headquarters of the Company is located.

Section II

Shares

Article 5

The registered share capital of the Company shall be eight billion New Taiwan Dollars

(NTD 8,000,000,000), divided into eight hundred million (800,000,000) common

shares, with a par value of ten New Taiwan Dollars (NT 10) per share, from which the

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Board of Directors is authorized to issue the unissued shares in installments; from

which twenty million (20,000,000) shares shall be reserved for issuance upon the

exercise of any stock options or equity warrant bonds.

Article 5-1

The Company may issue employee stock options, or purchase treasury shares and

transfer such shares to the employees, upon the approval of at least two-thirds of

the voting shares present at the shareholders’ meeting, which is attended by holders

of a majority of the total issued and outstanding shares of the Company. The

subscription price for the employee stock options may be at a price lower than the

closing price of the Company’s common shares on the date of issuance; the treasury

shares may be transferred to the employees at a price lower than the average of the

actual price paid by the Company to purchase such shares.

Article 6

The Company’s total investment amount is not subject to the restriction in Article 13

of the Company Act, which states that the Company’s investments shall not exceed

forty percent of its paid-in capital. The Company may act as a guarantor of its

affiliates or companies in the same industry upon the approval of the Board of

Directors.

Article 7

The Company’s shares shall be registered and numbered, and shall bear the

signatures or personal seals of at least three directors, and be issued upon

certification by the competent authority or its designated registration agency. The

Company may issue shares without certificates and such shares shall be registered

with a central securities depository.

Article 8

The handling of the Company’s shares shall be governed by the Regulations

Governing the Administration of Shareholder Service of Public Companies prescribed

by the competent authority.

Article 9

Registration for the transfer of shares shall be completed sixty (60) days before the

date of the annual meeting of the shareholders, thirty (30) days before the date of

any special meeting of the shareholders, or five (5) days before the date on which

dividends, bonus, or other distributions will be paid or made by the Company.

Section III

Shareholders’ Meeting

Article 10

Two types of meetings of the shareholders of the Company:

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1. Annual meeting, to be convened once a year within six (6) months after the

end of every fiscal year.

2. Special meeting, to be convened as required in accordance with the

applicable laws and regulations.

Article 11

The shareholders’ meetings shall be convened by the Board of Directors and

presided over by the Chairman of the Board. The Chairman of the Board shall

appoint a director to act as his or her proxy if the Chairman is unable to attend such

meeting. If the Chairman does not appoint a proxy, the directors shall appoint one

from among them. If a meeting is convened by a person entitled to convene other

than the Board of Directors, such person shall act as the Chairman for the meeting;

provided, however, if there are more than one person entitled to convene, the

Chairman for the meeting shall be appointed from among them.

Article 12

Shareholders covered by Article 172-1 of the Company Act may submit a proposal in

writing to be discussed at the annual meeting, provided that only one matter is

included in such proposal. Any proposal that includes more than one matter shall be

disregarded and excluded from the meeting agenda. Matters specified in Article 12

shall comply with the Company Act and all applicable laws and regulations.

Article 13

A shareholder who is unable to attend the shareholders’ meeting may authorize

another person to attend by proxy using the form provided by the Company, which

sets forth the scope of the authorization. The shareholder proxy process is governed

by Article 177 of the Company Act and the Regulations Governing the Use of Proxies

for Attendance at Shareholder Meeting of Public Companies.

Article 14

Except for the shares with restricted voting rights or without voting rights under the

Company Act, each share is entitled to one vote.

Article 15

Except as otherwise provided by applicable law, the shareholders’ resolutions shall

be adopted upon the approval of a majority of the voting shares present at the

shareholders’ meeting, which is attended by holders of a majority of the total issued

and outstanding shares of the Company.

Article 15-1

The Company may only deregister or delist its shares upon approval of the Board of

Directors and by a special resolution adopted at the shareholders’ meeting.

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Section IV

Directors, Audit Committee, and Managerial Personnel

Article 16

The Company shall have seven to nine directors, who will hold office for three years

and be elected from legally competent persons at the shareholders’ meeting;

re-elected directors may serve consecutive terms. Of the seven to nine directors

mentioned in the preceding sentence, at least three shall be independent directors.

The directors shall be elected using the candidate nomination system and the

restrictions on professional qualifications, shareholding, concurrent positions, and

the manner of election of the independent directors, and other related matters, shall

comply with applicable laws and regulations. The Company shall purchase liability

insurance for the directors during their tenures, which shall cover the liabilities for

which the directors may be liable from the performance of their powers and duties.

Article 17

The Board of Directors consists of the directors of the Company and shall have the

following powers and duties:

1. Decide on the business direction and supervise the operation of the

Company’s business.

2. Submit proposals regarding the distribution of profits or the offsetting of

losses.

3. Submit proposals regarding capital increase or reduction.

4. Adopt material rules and organizational charter of the Company.

5. Appoint and remove managerial personnel of the Company at all levels.

6. Establish and wind up branches and subsidiaries.

7. Review budgets and financial statements.

8. Authorize the purchase and disposition of material assets.

9. Other powers and duties conferred by the Company Act or by the

shareholders at the shareholders’ meeting.

Article 18

The Chairman of the Board shall be elected from among the directors by at least a

majority of the Board present at a meeting attended by at least two-thirds of the

directors holding office. The Chairman of the Board shall have the authority to

represent the Company.

Article 19

Unless otherwise provided by the Company Act, the meetings of the Board of

Directors shall be convened by the Chairman of the Board with written notice sent to

each director by mail, email, or fax. Except as otherwise provided by the Company

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~46~

Act, the resolutions of the Board of Directors shall be adopted by at least a majority

of the directors present at a meeting attended by at least a majority of the directors

holding office.

A director who has a personal interest in any of the items on the meeting agenda

shall disclose the details of the conflict at such meeting.

Article 20

The Chairman of the Board shall preside at all meetings. If the Chairman is on leave

or cannot exercise his powers and duties for any reason, the Chairman of the Board

shall appoint a director to act as his or her proxy at the meeting. If the Chairman of

the Board does not appoint a proxy, the Board of Directors shall appoint one from

among them. The directors shall attend all meetings in person. If a director is unable

to attend the meeting for any reason, such director shall appoint another director as

his or her proxy. A director may only be appointed as proxy by one other director.

Article 21

The Company shall set up an audit committee comprised of all independent

directors.

The number of people on the audit committee and their term of office, the powers

and duties and the meeting guidelines of the audit committee, and the resources to

be provided by the Company when exercising its powers and duties shall be set forth

in the audit committee charter.

The audit committee or members of the audit committee shall assume the powers

and duties of a supervisor under the Company Act, Securities and Exchange Act, and

other applicable laws and regulations.

Article 22

The Board of Directors is authorized to determine the compensation of the Chairman

of the Board and the directors, which shall take into account the extent of their

participation in the Company’s operations and the value of their contributions, and

the standards within the same industry.

Article 23

The Company shall have managerial personnel, the appointment, removal, and

remuneration of which shall comply with Article 29 of the Company Act.

Article 24

The managerial personnel shall handle all of the Company’s business at the direction

of the Board of Directors and in accordance with the Articles of Incorporation and

shall have signing authority over such business.

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~47~

Section V

Accounting

Article 25

The fiscal year of the Company shall begin on January 1 and end on December 31 of

each year. At the close of the fiscal year, the accounts of the Company shall be

closed.

Article 26

After the close of each fiscal year, the Company shall have the Board of Directors

prepare the following reports in accordance with Article 228 of the Company Act,

which are to be submitted to the audit committee for review and the annual

meeting of the shareholders for approval:

1. Business report;

2. Financial statements;

3. Proposal(s) regarding the distribution of profits or the offsetting of losses.

Article 27

To the extent that the Company has pre-tax earnings for the fiscal year after the

accounts are closed, the Company shall set aside amounts to pay business income

tax and to offset losses from previous years. If the Company has after-tax earnings

upon completion of the foregoing, the Company shall first set aside 10% of such

amount for its legal reserve, and shall, pursuant to Article 41 of the Securities and

Exchange Act, set aside a portion of its after-tax earnings for its special reserve, and,

If after allocation of the above the earnings per share of the Company is not less than

one New Taiwan Dollar, the Board of Directors shall propose a dividend distribution

plan that allocates no less than 35% of the remaining after-tax earnings after

allocation of the above to the shareholders and submit such plan for approval by

resolution at the shareholders’ meeting.

If the distribution is made out of the legal reserve in the form of new shares or cash,

such distribution shall be made out of the portion of the legal reserve that exceeds

25% of the paid-in capital.

The dividends policy of the Company shall adopt balance and stability principles, and

shall take into account profitability, financial structure, the future development of

the Company, and other factors. The primary considerations for the distribution of

dividends shall be the current state of the industry, as well as the Company’s future

operational expansion plans and its cash flow needs. In principle, the distribution of

dividends shall be made with all cash dividends, or a combination of no less than

85% cash dividends and no more than 15% stock dividends. The Board of Directors

may, within the aforementioned limits and by resolution at the shareholders’

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meeting, adjust the ratio based on the overall operating conditions and financial

status of the Company at the time.

Article 27-1

The Company shall allocate the profit of the current year distributable no more than

15% and no less than 10% as employee’ compensation and no more than 1% as

directors’ compensation. However, the accumulated losses of the Company shall

have been covered.

The employees’ compensation may be allocated in stock or cash, and the recipients

of such compensation may include employees of the Company’s subsidiaries that

comply with certain requirement.

The term “the profit of the current year distributable” referred to in the first

paragraph means the profit before tax of the current year without deduction of the

amount of allocated employees’ and directors’ compensation.

The allocation of employees’ and directors’ compensation shall be resolved by a

majority vote at a meeting of board of directors attended by two-thirds of the total

number of directors, and shall be reported to the shareholders' meeting.

Article 28

The distribution of dividends may only be made to shareholders recorded in the

shareholder register five days prior to the date on which the distribution of dividends

and bonus will be made.

Section VI

Miscellaneous

Article 29

The organizational charter and bylaws of the Company shall be separately adopted.

Article 30

Matters not specified in the Articles of Incorporation shall be governed by the

Company Act.

Article 31

The Articles of Incorporation have been adopted by all promoters of the Company on

June 11, 1997 and become effective as of the date filed with the competent

authority.

Amended on November 16, 1998; February 29, 2000; June 19, 2000; May 30, 2001;

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June 17, 2002; June 30, 2003; May 24, 2004; April 22, 2005; June 14, 2006; June 13,

2008; June 19, 2009; January 25, 2010; June 28, 2010; June 22, 2011; June 15, 2012;

June 12, 2014, June 15, 2016.

Chipbond Technology Corporation

Chairman: Wu, Fei-Jain

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Appendix 2

Chipbond Technology Corporation

Rules and Procedures of the Shareholders’ Meeting

Article 1

Unless otherwise required by the law, the shareholders’ meeting of Chipbond

Technology Corporation (the “Company”) shall be conducted in accordance with the

Rules and Procedures of the Shareholders’ Meeting (the “Rules”).

Article 2

Shareholders (or their proxies) attending the shareholders’ meeting shall submit

their sign-in cards, where the number of shares present shall be calculated based on

the voting rights recorded on such sign-in cards. The attendance of the shareholders’

meeting shall be based on the number of shares present. The shareholders’ meeting

shall be held at the Company’s place of business or any other place that is

convenient for the shareholders to attend and appropriate to convene such meeting,

and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

Article 3

If the shareholders’ meeting is convened by the board of directors of the Company

(the “Board” or “Board of Directors”), the Chairman of the Board shall preside at

such meeting. The Chairman of the Board shall appoint a director to act as his or her

proxy if the Chairman of the Board is on leave or unable to exercise his powers and

duties for any reason. If the Chairman of the Board does not appoint a proxy, the

directors shall appoint one from among them. If the meeting is convened by a

person with the authority to convene other than the Board of Directors, such person

shall act as the Chairman at that meeting; provided, however, if there are more than

one person with the authority to convene, the Chairman for the meeting shall be

appointed from among them.

Article 4

The Company may designate legal counsels, certified public accountants, and other

relevant personnel to observe the shareholders’ meetings.

Article 5

Upon the scheduled meeting time, the Chairman shall call the meeting to order. The

Chairman may adjourn the meeting if the number of shares present do not exceed

more than one half of the total issued and outstanding shares, which meeting may

be postponed up to two times, with the total adjournment time not exceeding one

hour. If, after two postponements, the number of shares present still do not meet

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the aforementioned threshold but represent more than one-third of the total issued

and outstanding shares, tentative resolutions may be adopted in accordance with

Article 175 of the Company Act by more than one half of the votes of the

shareholders present. If, before the meeting is adjourned, the number of shares of

the shareholders present reaches more than one half of the total issued and

outstanding shares, the chairman may re-submit the tentative resolution for

approval at the meeting in accordance with Article 174 of the Company Act.

Article 6

The agenda for the shareholders’ meeting shall be set by the Board of Directors if

such meeting is convened by the Board of Directors. Unless otherwise resolved by

resolution at the shareholders’ meeting, the meeting shall be carried out in

accordance with the scheduled agenda. The preceding paragraph shall apply mutatis

mutandis to meetings convened by any person, other than the Board of Directors,

with the authority to convene such meeting. In respect of the scheduled agenda

referred to in the two preceding paragraphs, the Chairman may not, absent a

resolution, unilaterally announce the adjournment of the meeting before all of the

items on such agenda have been resolved (including ad hoc motions). If, during the

meeting, the Chairman announces its adjournment in violation of the Rules, a person

may be elected to act as Chairman to continue the meeting with more than one half

of the votes of the shareholders present.

Article 7

After the meeting is adjourned, the shareholders shall not elect another chairman to

resume such meeting at the same location or seek an alternative venue.

Article 8

The Chairman may, at his or her discretion, set time for recess during the meeting.

Article 9

Prior to speaking at the meeting, the attending shareholder (or his/her/its proxy)

shall submit a slip of paper summarizing his/her/its comments and/or questions for

the Chairman to determine the speaking order. An attending shareholder who

submits a slip but does not speak at the meeting is deemed to have not spoken; and

in the event of any inconsistency between the contents of the shareholder’s speech

and those recorded on the slip, the contents of the shareholder’s speech shall

prevail.

When an attending shareholder is speaking at the meeting, no other shareholder (or

his/her/its proxy) shall interrupt the speech of the speaking shareholder unless

otherwise permitted by the Chairman and such speaking shareholder; the Chairman

shall stop any such violations.

Article 10

A shareholder may speak, up to two times, on a single proposal, each time no more

than five minutes in length. Any inquiry or response is limited to three minutes in

length, which may be extended at the discretion of the Chairman upon his or her

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consent. The Chairman may stop the speech of any shareholder that is in violation of

the preceding paragraph or exceeds the scope of the meeting agenda.

Article 11

When a juristic person is entrusted to attend the shareholders’ meeting, such juristic

person may only appoint one person to be the representative at the meeting. When

a shareholder who is a juristic person appoints two or more representatives to

attend the meeting, only one representative may speak on any given proposal.

Article 12

After a speech is given by the attending shareholder (or his/her/its proxy), the

Chairman may personally or designate relevant personnel to respond. If the

Chairman believes that the discussion for a proposal has reached a level where a

vote may be called, the Chairman may announce to end such discussion and call for a

vote. A resolution is adopted with the approval of more than one half of the votes of

the shareholders present. Each shareholder is entitled to one vote per share; if a

person is entrusted by two or more shareholders, the proxy votes by such person

shall not exceed 3% of the total issued and outstanding shares of the Company; any

votes in excess of the foregoing will not be counted.

Article 13

The person(s) supervising the casting of the ballots and the person(s) counting the

ballots are designated by the Chairman, provided that the person(s) supervising the

casting of the ballots shall be a shareholder. The voting results shall be announced at

the meeting and recorded in writing. A shareholder who is unable to attend the

meeting may appoint another person to attend as his/her/its proxy by using the

proxy form provided by the Company to set forth the scope of authorization.

Shareholders attending by proxy shall comply with Article 177 of the Company Act

and Regulations Governing the Use of Proxies for Attendance at Shareholder

Meetings of Public Companies as promulgated by the regulatory authority.

Article 14

The Chairman may direct meeting staff or security personnel to help maintain the

order of the meeting.

Article 15

Except as specifically required by the Company Act or the Articles of Incorporation of

the Company, a proposal is adopted with the approval of more than one half of the

votes of the shareholders present. If, during the course of the vote, no objections are

made by the shareholders present after inquiry by the Chairman, such proposal is

deemed to be adopted with the same effect as if it had been through a voting

process. In the event that there is an amendment or replacement proposal to the

original proposal, the Chairman shall decide on the order in which such proposals

will be voted along with the original proposal, provided that if one of such proposals

has been approved, the other proposals will be deemed to be vetoed and no further

action will be necessary.

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Article 16

The entire process of the shareholders’ meeting shall be tape-recorded or

videotaped, which must be kept for at least one year. The resolutions adopted at the

shareholders’ meeting shall be made into minutes, which shall be signed by or

affixed with seal of the Chairman of the meeting and distributed to all of the

shareholders within 20 days after the meeting. The distribution of the meeting

minutes may be done by public announcement on the Market Observation Post

System (MOPS) website. Minutes of the meeting shall record: the date and place of

the meeting, name of the Chairman, and the method for adopting the resolution, as

well as summaries and the results of the proceedings. Minutes of the meeting shall

be kept indefinitely for as long as the Company is in existence. The sign-in cards or

the attendance register and the proxy forms shall be kept for one year.

Article 17

Matters not specified in the Rules shall be governed by the Company Act and the

Articles of Incorporation of the Company. The Rules and any amendments thereafter

shall become effective upon resolution at the shareholders’ meeting.

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Appendix 3

Chipbond Technology Corporation

Rules for Election of Directors

Article 1

The election, re-election, and filling of vacancies of the directors of Chipbond

Technology Corporation (the “Company”) shall comply with the Rules of Election of

Directors (the “Rules”).

Article 2

The election of the directors of the Company shall be held at the meeting of the

shareholders.

Article 3

The election of the directors of the Company shall adopt the candidate nomination

system in accordance with Article 192-1 of the Company Act. In reviewing the

qualifications, education, and experience of the candidates, and whether the

circumstances set forth in Article 30 of the Company Act apply, the Company shall

not require additional documentation to prove the candidate's qualifications.

Article 4

The election of the directors of the Company shall adopt the cumulative voting

system, where the name of the voters may be represented by the attendance

number printed on their ballots; for the election of directors of the Company each

share is entitled to votes equal to the number of directors to be elected, which may

be combined to elect a single candidate, or divided to elect several candidates. The

election of independent directors shall comply with the Regulations Governing

Appointment of Independent Directors and Compliance Matters for Public

Companies and other applicable laws and regulations.

Article 5

The number of directors of the Company to be elected shall be in accordance with

the number specified in the Company’s Articles of Incorporation, with the candidates

receiving the highest number of votes to be elected as directors. If two or more

candidates receive the same number of votes, which consequently exceeds the

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number of directors to be elected, the candidates who receive the same number of

votes shall draw lots to decide the winner; Chairman shall draw lots on behalf of the

candidate who is not present.

Article 6

At the beginning of the election, the chairman shall designate a specified number of

persons to supervise the casting of the ballots and to count the ballots, provided that

the person(s) supervising the casting of the ballots shall be a shareholder.

Article 7

(Omitted)

Article 8

In the “candidate” column of the ballot the voter shall fill in the name, shareholder

account number, or uniform number of the candidate; if the candidate is a juristic

person, the “candidate” column of the ballot shall be completed with the name of

such juristic person and its uniform number, along with the name of its

representative.

Article 9

A ballot is deemed void if any of the following circumstances applies:

1. Any ballot cast in violation of the Rules.

2. Any blank ballot placed in the ballot box, or any ballot with illegible writing or

incomplete corrections rendering it unrecognizable.

3. Any ballot with the names of two or more candidates.

4. The name of the candidate on the ballot is identical to that of another

shareholder without providing the shareholder account number, uniform

number, or passport number to identify such candidate.

5. Any ballot containing other characters in addition to the name (including name

of the juristic person and its representative), and uniform number or

shareholder account number of the candidate.

6. In respect of any candidate who is not a shareholder of the Company, any ballot

missing any of the following: the name (or the name of the juristic person), ID

number or passport number of the candidate, and the number of votes, or any

ballot containing other characters.

7. Any ballot not placed in the ballot box within the prescribed time period.

Article 10

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The ballots shall be counted during the meeting immediately after they have been

cast and the results shall be announced by the chairman at the meeting, including

the names of the directors elected and the number of votes received. The board of

directors of the Company shall deliver a written notification to the directors elected.

The ballots cast pursuant to the preceding paragraph shall, after being signed and

sealed, be in the safekeeping of the person(s) supervising the casting of the ballots,

and shall be kept for at least one year; provided, however, if a shareholder files an

action under Article 189 of the Company Act, such ballots shall be kept until the

conclusion of the lawsuit.

Article 11

Matters not specified in the Rules shall be governed by the Company Act and the

relevant laws and regulations.

Article 12

The Rules and any amendments thereafter shall become effective upon resolution at

the shareholders’ meeting

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Appendix 4

Chipbond Technology Corporation

Shareholdings of All Directors

1. The company’s current Directors ‘s are as follows:

2. Shareholdings of All Directors:

Total common shares outstanding 649,261,998 shares

Minimum Required Ratios by all Directors 4%

Minimum Required Shareholding by all Directors 20,776,383 shares

Record Date:April 17, 2018

Title Name Current Shareholding (Shares)

Chairman Wu, Fei-Jain 10,323,760

Director Gou, Huoo-Wen 773,854

Director Lee, Jong-Fa 4,647,389

Director Peng Pao

Technology Co., Ltd. 5,250,969

Independent Director Hsu, Cha-Hwa 0

Independent Director Wang , William 0

Independent Director Huang, Ting Rong 0

Shareholdings of All Directors 20,995,972

Note: The company has established the audit committee, and therefore the

minimum shareholding requirements for supervisors do not apply.

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Appendix 5

Impact of Stock Dividend Distribution on Business Performance, EPS and

ROI: Not Applicable.