Transcend Information, Inc.
2014 ANNUAL REGULAR SHAREHOLDERS’ MEETING Minutes(Translation)
Time: 9:00 a.m., June 12, 2014
Place: Transcend Information, Inc. (No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan)
Total share represented by shareholders present in person or by proxy are 351,748,577 shares, which is
81.65% of the total 430,761,675 outstanding shares.
Attended Directors: Shu,Chong-Wan, the chairman of Board of Directors
Attended Independent Directors: Dr. Wang, Yi-Xin, the convener of Audit Committee
Attendees: Wang, Huei-Shyang, the independent auditors of the Pricewaterhouse Coopers
Li, Dan, the layer of World Patent & Trademark Office
Chairman: Shu,Chong-Wan

Recorder: Lu, Chihyuan

Call meeting to order: The aggregate shareholding of the shareholders present in person or by proxy
constituted a quorum. The Chairman called the meeting to order.
Chairman's Remarks: (Omitted)
I. Report Items(1) The business conditions of 2013 (Please refer to Attachment I)(2) Audit Committee’s review report (Please refer to Attachment II)(3) The status of endorsements and guarantees
Explanatory Notes:
The Company provided a guarantee for Transcend Japan Inc. to apply for the credit limit on bankfinancing of JPY 1,000,000 thousand and 500,000 thousand on May 1, 2013 and September 13, 2013
respectively, pursuant to the Company’s “Procedures for Endorsement and Guarantee”, the highest
amount of guarantee was TWD 7,929,684 thousand.
(4) The making of the “Ethical Corporate Management Best Practice Principles”
Explanatory Notes:
a. In order to foster the corporate culture of ethical management and sound development, theCompany set up “Ethical Corporate Management Best Practice Principles” in accordance with
“Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies”
and the Company’s practical operation.
b. Please refer to Attachment III: the content of the “Ethical Corporate Management Best PracticePrinciples”.
~1~This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail.

II. Proposed Items(1) Adoption of 2013 Business Report and Financial Statements (Proposed by the Board of Directors)
Explanatory Notes:
a. The separate financial statement and consolidated financial statement of the Company for the yearof 2013 have been audited by independent auditors, Huei-Shyang Wang and Mr. Chien- Hung
Chou, of the Pricewaterhouse Coopers. The Business Report, Independent Auditors’ Report and
Financial Statements are hereby also attached. (Please refer to Attachment I, Attachment IV and V)
b. It is submitted for ratification.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.
(2) Adoption of the proposal for distribution of 2013 earnings (Proposed by the Board of Directors)
Explanatory Notes:
a. For appropriations of 2013 earnings, the Company will distribute cash dividend of NTD
2,886,103,223 from the available retained earnings of 2013 after setting aside legal reserve anddistributing employees’ profit sharing.
b. Please refer to the 2013 estimated earnings distribution table as below.
c. Cash dividends will be distributed proportionately according to shareholders’ shares ownershipregistered in the Common Stockholders’ Roster as of the date of record.
d. To avoid the change in the total amount of common shares outstanding resulting from buyback ofcompany shares, or transfer or cancellation of treasury stock, it is proposed that the Chairman of theBoard be authorized to adjust the cash to be distributed to each common share.
e. It is submitted for ratification.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.

This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the~2~
two versions, the Chinese version shall prevail.

Transcend Information, Inc.
The Chart of 2013 Earnings Distribution
For the year ended December 31, 2013
(Expresses in thousands of New Taiwan dollars)
Item

AmountUnappropriated retained earnings at beginning

4,690,448,698

Add: Reconciliation of adopting IFRSs for the

80,254,325

Remarks

first-time
Adjusted unappropriated retained earnings at
beginning

4,770,703,023

Add: Adjustment on unappropriated earnings for2013

5,387,815

Adjusted unappropriated retained earnings

4,776,090,838

Add: Net income for 2013

3,198,955,983

Less: Legal reserve (10%)
Retained earnings available for appropriation asof December 31, 2013

319,895,598
7,655,151,223

Less: Items of distribution Cash dividend to shareholders

2,886,103,223

Unappropriated retained earnings at end

4,769,048,000

Cash dividend(NT $6.7 per share)

Note
Directors' and supervisors' remuneration

5,192,385

Employees' bonus

25,961,917

Note: Regarding the abovementioned amount of profits resolved to be distributed, there is no material
difference between the resolved employees’ bonus and the estimated figures for 2013. The
remuneration for directors and supervisors would be NTD 5,192,385 calculated in accordance with
“Articles of Incorporation”, but was not recognized in 2013 financial statements After the actual
distributed amounts being resolved by the shareholders’ meeting, the difference between the resolved
amounts and the 2013 estimates will be recognized in the statement of income in 2014.

Director: Shu, Chung-won

Manager: Shu, Chung-cheng

Accounting: Lu, Chihyuan~3~This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail.

III. Discussion Items
Discussion Item (1)Subject: Proposal to release the Directors from non-competition restrictions. (Proposed by the Boardof Directors)
Explanatory Notes:
a. Because the director(s) of the Company may involve in investment or operation of other companies
with the same or similar business scope and assume the office of director(s), the Company,
pursuant to Article 209 of Company Act, proposes to release the Directors from non-competition
restrictions under the premise that no harm to the Company's interest.
b. The proposed list:
Director: Shu, Chung-cheng to be the representative of a juristic-person director of Taiwan IC
Packaging Corporation.
c. It is submitted for approval.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.

Discussion Item (2)Subject: Approval of the Amendment to “Procedures for Acquisition or Disposal of Assets”(Proposed by the Board of Directors)
Explanatory Notes:
a. The Company proposes to amend the “Procedures for Acquisition or Disposal of Assets” tocomply with amendment to “Regulations Governing Acquisition or Disposal of Assets by PublicCompanies”, and to fit with IFRSs and the Company’s practical operation.
b. Please refer to Attachment VI: the comparison table for the “Procedures for Acquisition or
Disposal of Assets” before and after revision.
c. It is submitted for approval.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.

~4~This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail.

Discussion Item (3)Subject: Approval of the Amendment to “Articles of Incorporation” (Proposed by the Board of
Directors)
Explanatory Notes:
a. To improve corporation government and to carry out Shareholder Activism, the Company proposes
to amend the “Articles of Incorporation” to adopt candidate nomination system for the election of
directors pursuant to Article 192-1 of the Company Act, and to include the use of an electronic
voting system by shareholders pursuant to Article 177-1 of the Company Act.
b. Please refer to Attachment VII: the comparison table for “Articles of Incorporation” before andafter revision.
c. It is submitted for approval.
(At the meeting, the present shareholder number 35 proposed that the original proposal omits to amend
the amendment date. For completeness of the Articles of Incorporation, he suggested to amend and add
the word of Articles 24 ”The 25th amendment was made on June 13, 2013 and the 26th amendment
was made on June 12, 2014.”)
Resolution:
The proposal was amended accordingly and approved without demur by the present shareholders.

Discussion Item (4)Subject: Approval of the Amendment to “Procedures for Election of Directors” (Proposed by the
Board of Directors)
Explanatory Notes:
a. The Company proposes to amend the “Procedures for Election of Directors” to comply with
amendment to “Articles of Incorporation” regarding the adoption of a candidate nomination system
for the election of directors.
b. Please refer to page 37 for Attachment VIII: the comparison table for the “Procedures for Electionof Directors” before and after revision.
c. It is submitted for approval.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.

IV. Special Motions
V. Meeting Adjourned~5~This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail.

Attachment I

TRANSCEND INFORMATION INC.
BUSINESS REPORT

While economics of Europe, Japan and USA became better in 2013, IT industry in Taiwan was facinga growth crisis due to currency appreciation and decreased demand for PCs, which were graduallyreplaced with mobile devices. Flash and DRAM markets also acted differently. While an accidental
fire at SK Hynix' plant in China pushed up DRAM prices, NAND flash faced price decrease since thedemand was far lower than supply. In order to avoid being affected by price changes of raw materials,
Transcend chose to put emphasis on production efficiency, inventory management, long-term branding
management, and customer services.
In 2013, Transcend successfully sustained growth in the shrinking PC market with 8.5% growth in net
margin. Consolidated revenue totaled NT$26.12 billion. Consolidated gross profit totaled NT4.92
billion. Gross profit rate is 18.8 percent. Operating income totaled 3.35 billion. Income before tax
totaled 3.74 billion. Net income totaled 3.2 billion. Earnings per share (EPS) is NT$ 7.43 calculated at
the weighted average of outstanding share capital amounting to 4.3 billion.
To expand our market share and strengthen our brand penetration, we kept developing more innovative
products in consumer electronics and industrial applications. Last year, we expanded our productlineup to car video recorders. With confidence in industrial markets, we expanded our industrial R&D
and sales teams, and participated in at least ten international industrial exhibitions to get a better
understanding of the global industrial markets. We believe that SSD market is poised for strong growthin 2014, thus we will build up a more complete SSD product lineup and develop diverse models tomeet our customers’ needs.
For 7th consecutive year, Transcend was honored with Interbrand's Best Taiwan Global Brands.
Known as a fair company with reasonable pay and a good work/life balance, Transcend triumphedover 34 competitors to win the award for Best Companies to Work For last year, which was held by
the Department of Labor of the Taipei City Government. Transcend sees itself as a company that has a
responsibility to the public, its shareholders and the world it trades in. Therefore, we have sponsoredyoung athletes in high schools and colleges for three years. By sponsoring basketball games, volleyballgames, cheerleading tournaments, football games, etc., we aim to provide the youth with a better
environment where they can pursue their dreams and future careers.

~1~Lastly, I sincerely thank all of our shareholders, customers, suppliers and employees, for yourcontinued support and for the confidence that you have placed in us.

Director: Shu Chongwan
Manager：Shu Chongzheng
Chief of Accounting：Lu, Chihyuan~2~Attachment II

Audit Report of Audit Committee

The Board of Directors has prepared the Company’s 2013 Business Report, Financial Statements andEarnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited andcertified by Mr. Huei-Shyang Wang and Mr. Chien- Hung Chou, the CPA of the Pricewaterhouse
Coopers. The Business Report, Financial Statements and Earnings Distribution Proposal have beenreviewed and considered to be complied with relevant rules by the undersigned, the audit committee ofTranscend Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of
the Company Law, we hereby submit this report.

The audit Committee of Transcend Corporation

Independent Director:

Wang, Yi-Shin

Independent Director:

Chen, Le-Min

Independent Director:

Chen, Yi-Liang

March 19, 2014~3~

Attachment III
TRANSCEND INFORMATION INC.
ETHICAL CORPORATE MANAGEMENT BEST PRACTICE PRINCIPLESArticle 1
To foster a corporate culture of ethical management and sound development, and offer a reference
framework for establishing good commercial practices, Transcend Information Inc. (the "Company")promulgated The Ethical Corporate Management Best Practice Principles ("Principles").
In accordance with the Principles, ethical corporate management best practice principles applicable to
the Company’s business groups and subsidiaries.
Article 2
When engaging in commercial activities, directors, audit committee, managers or employees of theCompany shall not directly or indirectly offer, promise to offer, request or accept any improper
benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty("unethical conduct") for purposes of acquiring or maintaining benefits.
Parties referred to in the preceding paragraph include civil servants, political candidates, politicalparties or members of political parties, state-run or private-owned businesses or institutions, and theirdirectors, supervisors, managers, employees or substantial controllers or other interested parties.
Article 3"Benefits" in the Principles means any valuable things, including money, endowments, commissions,
positions, services, preferential treatment or rebates of any type or in any name. Benefits received or
given occasionally in accordance with accepted social customs and that do not adversely affect specificrights and obligations shall be excluded.
Article 4
The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity
Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act
on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM-listing rules, or other laws or
regulations regarding commercial activities, as the underlying basic premise to facilitate ethicalcorporate management.
Article 5
The Company shall abide by the operational philosophies of honesty, transparency and responsibility,
base policies on the principle of good faith and establish good corporate governance and risk control~4~and management mechanism so as to create an operational environment for sustainable development.
Article 6
The Company are advised to, in accordance with the operational philosophies and policies prescribedin the preceding article, establish in this ethical corporate management best practice principle
comprehensive programs to forestall unethical conduct ("prevention program"), including operational
procedures, guidelines, and training.
When establishing the prevention program, the Company shall comply with relevant laws andregulations of the territory where the companies and their business group are operating.
Article 7
The prevention program established by the Company shall at least include preventive measures against
the following:
A. Offering and acceptance of bribes.
B. Illegal political donations.
C. Improper charitable donations or sponsorship.
D. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Article 8
The Company and respective business group shall clearly specify ethical corporate management
policies in their external documents. The board of directors and the management level shall undertaketo rigorously and thoroughly enforce such policies for internal management and external commercial
activities.
Article 9
The Company shall engage in commercial activities in a fair and transparent manner.
Prior to any commercial transactions, the Company shall take into consideration the legality of theiragents, suppliers, clients or other trading counterparties, and their records of unethical conduct, if any.
It is advisable not to have any dealings with persons who have any records of unethical conduct.
When entering into contracts with other parties, the Company shall include in such contracts
provisions demanding ethical corporate management policy compliance and that in the event thetrading counterparties are suspected of engaging in unethical conduct, the Company may at any time
terminate or cancel the contracts.
Article 10
When conducting business, the Company and their directors, audit committee, managers andemployees, shall not directly or indirectly offer, promise to offer, request or accept any improper~5~benefits, unless the laws of the territories where the companies operate permit so.
Article 11
When directly or indirectly offering a donation to political parties or organizations or individuals
participating in political activities, the Company and their directors, audit committee, managers andemployees, shall comply with the Political Donations Act and their own relevant internal operational
procedures, and shall not make such donations in exchange for commercial gains or businessadvantages.
Article 12
When making or offering donations and sponsorship, the Company and their directors, audit
committee, managers and employees shall comply with relevant laws and regulations and internal
operational procedures, and shall not surreptitiously engage in bribery.
Article 13
The Company and their directors, audit committee, managers and employees shall not directly or
indirectly offer or accept any improper benefits to establish business relationship or influencecommercial transactions.
Article 14
The board of directors of the Company shall exercise the due care of good administrators to urge thecompany to prevent unethical conduct, always review the results of the preventive measures andcontinually make adjustments so as to ensure thorough implementation of its ethical corporate
management policies.
To achieve sound ethical corporate management, the Company are advised to form a dedicatedunit to be in charge of establishing and enforcing the ethical corporate management policies andprevention program and reporting to the board of directors on a regular basis.
Article 15
The Company and their directors, audit committee, managers and employees shall comply with laws
and regulations and the prevention program when conducting business.
Article 16
For preventing conflicts of interests, the Company’s directors shall exercise a high degree ofself-discipline, a director may present his opinion and answer relevant questions but is prohibited fromparticipating in discussion of or voting on any proposal where the director or the juristic person thatthe director represents is an interested party, and such participation is likely to prejudice the interests~6~

of the company; neither shall a director vote on such proposal as a proxy of another director in suchcircumstances. The directors shall practice self-discipline and must not support one another in
improper dealings.
The Company’s directors, audit committee and managers shall not take advantage of their positions in
the companies to obtain improper benefits for themselves, their spouses, parents, children or any otherperson.
Article 17
To lower the risk of being involved in an unethical conduct for business activities, the Company shallestablish effective accounting systems and internal control systems, and conduct reviews regularly so
as to ensure that the design and enforcement of the systems are showing results.
Internal auditors of the Company shall periodically examine the company's compliance with theforegoing and prepare audit reports and submit the same to the board of directors.
Article 18
The Company shall have in place a formal channel for receiving reports on unethical conduct and keep
the reporter's identity and content of the report confidential.
Article 19
The Company shall disclose the status of the enforcement of their own ethical corporate management
best practice principles on their company websites, annual reports and prospectuses.
Article 20
The Company shall at all times monitor the development of relevant local and international regulations
concerning ethical corporate management, and encourage directors, audit committee, managers andemployees to make suggestions so as to review and improve their ethical corporate management bestpractice principles and achieve better results from implementing the principles.
Article 21
The ethical corporate management best practice principles of the company shall be implemented
after the board of directors grants the approval, and shall be sent to the audit committee and reported ata shareholders' meeting. The same procedure shall be followed when the principles have been
amended.

~7~

Attachment IV
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of Transcend Information, Inc.
We have audited the accompanying separate balance sheets of Transcend Information, Inc. as ofDecember 31, 2013, December 31, 2012, and January 1, 2012 and the related separate statements ofcomprehensive income, of changes in equity, and of cash flows for the years ended December 31, 2013
and 2012. These separate financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these separate financial statements based on our audits.
The financial statements of equity investments accounted for under the equity method, Transcend
Information Inc. and Transcend Information Trading GmbH, Hamburg, and the associate, Taiwan IC
Packaging Corp., were audit by other auditors, whose reports thereon were furnished to us. Our
opinion, insofar as it relates to the amounts of investment income/loss and the information of investee
company as disclosed in Note 13, were solely based on the reports of other auditors. The share of
profit or loss of associates and equity investments accounted for under equity method solely based on
the reports of other auditors were (NT$8,128) thousand and NT$29,633 for the year ended December
31, 2013 and 2012, constituting 0.2% and 1% of the respective income before income tax. The equity
investments accounted for under the equity method in above companies were NT$412,683 thousands,
NT$ 161,999 thousands and NT$137,022 thousands, constituting 1.7 percent, 0.7 percent, and 0.6
percent of total assets.
We conducted our audits in accordance with the “Rules Governing the Examination of Financial
Statements by Certified Public Accountants” and generally accepted auditing standards in the Republicof China. Those standards and rules require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that our
audits and the reports of other auditors provide a reasonable basis for our opinion.

~8~In our opinion, based on our audits and the reports of other auditors, the separate financial statements
referred to in the first paragraph present fairly, in all material respects, the financial position ofTranscend Information, Inc. as of December 31, 2013, December 31, 2012, and January 1, 2012, andthe results of their operations and their cash flows for the years ended December 31, 2013 and 2012 inconformity with the "Rules Governing the Preparation of Financial Statements by Securities Issuers".
.

March 19, 2014
Taipei, Taiwan
Republic of China------------------------------------------------------------------------------------------------------------------------------------------------The accompanying separate 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 separate financial statements and report of independent accountants are not intended foruse by those who are not informed about the accounting principles or auditing standards generally accepted in the Republicof China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability
for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.
~9~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESSEPARATE BALANCE SHEETS(Expressed in thousands of New Taiwan Dollars)

Assets

December 31, 2013
AMOUNT%

Notes

December 31, 2012
AMOUNT%

January 1, 2012
AMOUNT%

Current assets
10,988,389

44

9,096,189

38

8,936,277

40

without active market

74,513

-

-

-

-

-

1150

Notes receivable, net

4,158

-

9,987

-

7,780

-

1170

Accounts receivable, net

6(3)1,330,522

5

1,353,882

6

1,311,199

61180

Accounts receivable due from7(1)related parties, net

1,427,950

6

1,754,028

7

2,065,030

3

1200

Other receivables

237,508

1

253,5961

328,047

2

130X

Inventory, net

4,713,168

19

5,620,642

24

3,896,571

17

1470

Other current assets

13,127-36,314-23,442-

11XX

Current Assets

18,789,335

75

18,124,638

76

16,568,346

74

264,4221

417,3172

457,7482

3,747,410

15

3,217,680

13

3,071,327

14

and 8

1,838,184

8

1,919,956

8

1,932,607

9

1100

Cash and cash equivalents

6(1)

1147

Current bond investment

6(2)

$

6(4)

$

$

Non-current assets
1523

Non-current available-for-sale

6(5)financial assets
1550

Investments accounted for

6(6)using equity method
1600

Property, plant and equipment

6(7),7

1760

Investment property, net

6(8)217,5801

220,5731

223,736

1

1840

Deferred tax assets

6(20)58,347-59,702-55,256-

1900

Other non-current assets

8

37,980-21,281-

42,133-15XX

Non-current assets

6,163,923

25

5,856,509

19

5,782,807

26

24,953,258

100

23,981,147

100

22,351,153

100

1XXX

Total assets$(Continued)

~10~

$

$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESSEPARATE BALANCE SHEETS(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity

December 31, 2013
AMOUNT%

Notes

December 31, 2012
AMOUNT%

January 1, 2012
AMOUNT%

Current liabilities
2100

Short-term loans

6(9)

2150

Notes payable

2170

Accounts payable

2180

Accounts payable to related$

295,140

2

1,215

$

-

-

-

3,607

2,571,3024

10

1,334,222

$

-

-

-

167

-

3,162,845

13

1,476,701

6

6637,9083

871,2094

283,266

1

325,9621

424,3292

218,8861

197,0101

415,170

2

7(1)parties
2200

Other payables

2230

Current tax liabilities

2300

Other current liabilities

4,615

-

1,977

-

4,210

-

21XX

Current Liabilities

4,708,646

19

4,329,309

18

3,191,786

14

6(20)

Non-current liabilities
2570

Deferred tax liabilities

6(20)395,2562

326,4112

304,878

2

2600

Other non-current liabilities

6(10)25,147-31,008-52,552-25XX

Non-current liabilities

420,4032

386,2781

388,678

2

2XXX

Total Liabilities

5,129,049

21

4,686,728

20

3,549,216

16

4,307,617

17

4,307,617

18

4,307,617

19

4,799,075

19

5,014,456

21

5,014,456

22

2,733,339

11

2,448,801

10

2,162,186

10

7,975,047

32

7,639,812

32

7,327,965

33

10,287)-18,801,937

84

22,351,153

100

6(11)

Share capital
3110

Common stock6(12)Capital surplus
3200

Capital surplus
6(13)Retained earnings
3310

Legal reserve

3350

Unappropriated retained
earnings
Other equity interest

3400

Other equity interest

3XXX

Total equity

6(15)
9,131

- (

19,824,209

79

24,953,258

100

116,267)- (19,294,419

80

23,981,147

100

Significant contingent liablities 9
and unrecongnised contract
commitments
Significant events after the11balance sheet date
Total liabilities and equity$$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 19, 2014.

~11~

$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESSEPARATE STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Expressed in thousands of New Taiwan Dollars, except earnings per share amount)

4000
5000
5900

6100
6200
6300
6000
6900
7010
7020
7050
7060

7000
7900
7950
8200
8310
8325
8360
8399
8500

9750
9850

Items
Notes
Operating Revenue
6(16) and 7
Operating Costs
6(4) and 7
Gross Profit
Unrealized gain fromintercompany transaction
Realized gain fromintercompany transaction
Gross Profit, net
Operating Expenses
6(19)Sales and marketing
expenses
General and administrative
expenses
Research and development
expenses
Total operating expenses
Operating Income
Non-operating Income andExpenses
Other income
6(17) and 7
Other gains and losses
6(18)Finance costs
Share of profit or loss of
6(6)associates and joint ventures
accounted for using equity
methodTotal non-operating
income and expenses
Income before income tax
Income tax expense
6(20)Net income
Other comprehensive income
Foreign exchange translationdifferences for foreign
operations
Unrealized gain (loss) on
6(5)available-for-sale financial
assetsActuarial gain on defined6(10)benefit plan
Income tax on other6(20)comprehensive income
Total comprehensive income
Net income attributable to:
Basic earnings per share
6(21)Basic earnings per share
Diluted earnings per share$(

Year ended December 31
2013
2012
AMOUNT%AMOUNT
25,087,848
100 $
25,382,153
21,072,049) (84) (21,502,817) (4,015,799
19
3,879,336(

87,889)73,1384,001,048

- (
16

%
100
85)
15

73,138)-90,833
3,897,031

15(

483,665) (2) (413,681) (2)(

204,448) (1) (207,636) (

1)

(
(

156,948)
845,061) (3,155,987

- (
3) (
13

145,155)
766,472) (3,130,559

3)
12

109,250
242,556
1,003)

1 (- (96,178110,447)
13)-

154,0291

241,9221$

504,832
3,660,819
461,862) (3,198,957

2
15
2) (
12 $

227,640
3,358,199
409,864) (2,948,335

1
13
2)
11

$

148,571- ($115,143)

-

2,085

- (

10,431)

-

5,387

-

19,317-25,258)3,329,742

13$

19,594
2,861,672

11

7.43
7.41

$
$

(

(

(
$

$
$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 19, 2014.
~12~

6.84
6.83

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESSEPARATE STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Expressed in thousands of New Taiwan Dollars)
Capital Reserves

Equity attributable to owners of the parent
Retained Earnings

Common stock

Additional
paid-in capital

Capital surplus
from donatedassetsCapital surplus
from merger

Legal reserve

Unappropriatedearnings

Other equity interest
Foreignexchange
Unrealized
translation
gain or loss on
differences foravailable-forforeign
sale financial
operations
assets$ 4,307,617$ 4,975,222$$

35,128$ 2,162,186$$

Legal reserve

-

-

-

-

286,615(

286,615 )--Cash dividends

-

-

-

-

-

(

2,369,190 )--Net income for the year

-

-

-

-

-

2,948,335--

Other comprehensive income for the year

-

-

-

-

-

19,317(

95,549 ) (10,431 ) ($ 4,307,617$ 4,975,222

$

4,106

$

35,128$ 2,448,801$

7,639,812($

95,549 ) ($20,718 )$ 19,294,419$ 4,307,617$ 4,975,222

$

4,106

$

35,128$ 2,448,801$

7,639,812($

95,549 ) ($20,718 )$ 19,294,419

Legal reserve

-

-

-

-

284,538(

284,538 )--Cash dividends

-

-

-

-

-

(

2,584,571 )

-

-

(

2,584,571 )

-

-

-

-

-

-

(

215,381 )Total equity$ 18,801,937

For the year ended December 31, 2012
Balance at January 1, 2012

4,106

7,327,965-($

10,287 )Appropriations of 2011 earnings

Balance at December 31, 2012(

2,369,190 )2,948,335
86,663 )For the year ended December 31, 2013
Balance at January 1, 2013
Appropriations of 2012 earnings-

Change in capital reserve
Cash distribution of capital reserve-(

215,381 )Net income for the year

-

-

-

-

-

3,198,957--

3,198,957

Other comprehensive income for the year

-

-

-

-

-

5,387

123,313

2,085

130,785$ 4,307,617$ 4,759,841

35,128$ 2,733,339

Balance at December 31, 2013

$

4,106

$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 19, 2014.

~13~

$

7,975,047$

27,764($

18,633 )$ 19,824,209

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESSEPARATE STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31(Expressed in thousands of New Taiwan Dollars)
2013

2012

CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax for the year
Adjustments to reconcile income before tax to net cash provided byoperating activities:
Income and expenses having no effect on cash flows
Unrealized gain from intercompany transaction
Realized gain from intercompany transaction
Net gains on valuation of financial assets at fair value throughprofit or loss
Gain on disposal of financial assets
Loss on disposal of equity investment accounted for using equity
methodShare of loss of associates and joint ventures accounted for using
equity method
Provision for (Reversal of) bad debt expense
Loss (gain) on market price decline (recovery) of inventory
Depreciation expense
Interest income
Dividend income
Impairment loss on financial assets
Gains on disposal of property, plant, and equipment
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Net gain on financial assets at fair value through profit
Notes and accounts receivable
Other receivables
Inventories
Other current assets
Net changes in liabilities relating to operating activities
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash dividend received
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities$

3,660,819$

3,358,199(

87,88973,138 ) (((29,979 )97,125 )

-

323

-

(

154,029 )13,325
9,673 )
120,042
100,837 )
15,074 )1,974 )

(
(
(
(

(

241,922 )981 )16,403
117,10987,767 )
24,584 )30,000156 )29,979341,942 )
20,366917,147(
2,308(

267,093
85,7501,740,474 )
12,872 )102,379 )
36,305 )2,638
1,670 )
4,779,353
15,07496,5591,004 )
395,044 )4,494,938

(
(

(
(

(
(

73,13890,833 )

(
(

(
(
(

(
(

1,456,283
75,040 )2,233 )
23,423 )3,103,690
24,58476,46813 )
595,341 )2,609,388

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in bond investments without active markets
Disposal of equity investment accounted for using equity method
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Decrease (increase) in other non-current assets
Net cash used in investing activities(

74,066 )5,263
32,612 ) (
2,438
1,051
(
97,926 ) (((73,715 )353
6,924 )
80,286 )CASH FLOWS FROM FINANCING ACTIVITIESShort-term loans
Payment of cash dividends (including cash distribution of capitalreserve)
Net cash used in financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

295,140(($

2,799,952 ) (2,504,812 ) (1,892,200
9,096,189
10,988,389$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 19, 2014.

~14~

2,369,190 )2,369,190 )
159,9128,936,277
9,096,189

Attachment V
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR13000270

To the Board of Directors and Stockholders of Transcend Information, Inc.
We have audited the accompanying consolidated balance sheets of Transcend Information, Inc. and its
subsidiaries as of December 31, 2013, December 31, 2012, and January 1, 2012 and the related
consolidated statements of comprehensive income, of changes in equity, and of cash flows for theyears ended December 31, 2013 and 2012. These consolidated financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. As disclosed in Note 4(3)B, we did not audit thefinancial statements of certain subsidiaries, which statements reflect total assets of NT$547,456
thousand, NT$636,489 thousand, and NT$684,112 thousand, constituting 2 percent, 3 percent, and 3
percent of the consolidated total assets, as of December 31, 2013, December 31, 2012, and January 1,
2012, respectively, and total revenues of NT$2,748,290 thousand and NT$2,958,740 thousand, bothconstituting 11 percent of the consolidated total operating revenue, for the years ended December 31,
2013 and 2012, respectively. Furthermore, we did not audit the financial statements of equity
investments accounted for under the equity method. The investment loss from these equity investments
amounting to NT$30,403 thousand for the year ended December 31, 2013, and the information of
investee company as disclosed in Note 13 were solely based on the reports of other auditors. As of
December 31, 2013, the equity investment accounted for under the equity method was NT$221,255
thousand.
We conducted our audits in accordance with the “Rules Governing the Examination of Financial
Statements by Certified Public Accountants” and generally accepted auditing standards in the Republicof China. Those standards and rules require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that our
audits and the reports of other auditors provide a reasonable basis for our opinion.

~15~

In our opinion, based on our audits and the reports of other auditors, the consolidated financial
statements referred to in the first paragraph present fairly, in all material respects, the financial positionof Transcend Information, Inc. and its subsidiaries as of December 31, 2013, December 31, 2012, andJanuary 1, 2012, and the results of their operations and their cash flows for the years ended December
31, 2013 and 2012 in conformity with the "Regulations Governing the Preparation of Financial
Reports by Securities Issuers" and “International Financial Reporting Standards”, “International
Accounting Standards”, “International Financial Reporting Interpretations Committee”, and “Standing
Interpretations Committee” as endorsed by the Financial Supervisory Commission.
We have also audited the separate financial statements of Transcend Information, Inc. as of and for theyears ended December 31, 2013 and 2012, and have issued a modified unqualified opinion.

March 19, 2014
Taipei, Taiwan
Republic of China------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results ofoperations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions otherthan the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of suchfinancial statements may differ from those generally accepted in countries and jurisdictions other than the Republic ofChina. Accordingly, the accompanying consolidated financial statements and report of independent accountants are notintended for use by those who are not informed about the accounting principles or auditing standards generally accepted in
the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability
for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.
~16~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Expressed in thousands of New Taiwan Dollars)

Assets

December 31, 2013
AMOUNT%

Notes

December 31, 2012
AMOUNT%

January 1, 2012
AMOUNT%

Current assets
11,639,505

48

9,872,243

41

9,708,263

44

without active market

123,6981

470,0642

96,140-1150

Notes receivable, net

4,158

-

9,987

-

7,780

-

1170

Accounts receivable, net

6(3)2,732,001

11

2,418,600

102,430,418

11

1180

Accounts receivable due from7(1)related parties, net--

162,2471

108,774

1

1200

Other receivables

254,5281

278,2811

331,4782

130X

Inventory, net

5,075,939

21

6,222,330

26

4,502,324

20

1470

Other current assets

36,311-58,898-47,386-

11XX

Current Assets

19,866,140

82

19,492,650

81

17,232,563

78

264,4221

417,3172

457,7482

221,255

1

-

-

-

-

3,330,875

14

3,473,891

15

3,708,190

17

1100

Cash and cash equivalents

6(1)

1147

Current bond investment

6(2)

$

6(4)

$

$

Non-current assets
1523

Non-current available-for-sale

6(5)financial assets
1550

Investments accounted for

6(6)using equity method
1600

Property, plant and equipment

6(7) and 8

1760

Investment property, net

6(8)303,2321

306,2721

316,818

2

1840

Deferred tax assets

6(21)78,915-84,314-76,064-

1900

Other non-current assets

6(9) and 8

183,6911

157,9661

188,862

1

15XX

Non-current assets

4,382,390

18

4,439,760

19

4,747,682

22

24,248,530

100

23,932,410

100

21,980,245

100

1XXX

Total assets$(Continued)

~17~

$

$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity

December 31, 2013
AMOUNT%

Notes

December 31, 2012
AMOUNT%

January 1, 2012
AMOUNT%

Current liabilities
168,200

1

-

-

-

3,608

-

167

-

2,669,584

11

3,323,331

14

1,713,204

8

parties

45,801

-

-

-

-

-

2200

Other payables

393,8102

468,2022

589,3102

2230

Current tax liabilities

239,9671

248,795

1

427,4092

2300

Other current liabilities

50,013-39,577-59,540-21XX

Current Liabilities

3,979,430

16

4,251,713

18

2,789,630

12

2100

Short-term loans

2150

Notes payable

2170

Accounts payable

2180

Accounts payable to related

6(10)

$

579,040

2

1,215

$

$

7(1)

6(21)

Non-current liabilities
2570

Deferred tax liabilities

6(21)395,5422

326,4111

304,878

2

2600

Other non-current liabilities

6(11)49,349-59,867-83,800-25XX

Non-current liabilities

444,8912

386,2781

388,678

2

2XXX

Total Liabilities

4,424,321

18

4,637,991

19

3,178,308

14

4,307,617

18

4,307,617

18

4,307,617

20

4,799,075

20

5,014,456

21

5,014,456

23

2,733,339

11

2,448,801

10

2,162,186

10

7,975,047

33

7,639,812

32

7,327,965

33

10,287)-6(12)Share capital
3110

Common stock6(13)Capital surplus
3200

Capital surplus
Retained earnings

3310

Legal reserve

3350

Unappropriated retained

6(14)earnings
Other equity interest
3400
31XX

3XXX

6(16)
9,131

Other equity interest- (116,267)- (Total equity attributable toowners of parent

19,824,209

82

19,294,419

81

18,801,937

86

Total equity

19,824,209

82

19,294,419

81

18,801,937

86

24,248,530

100

23,932,410

100

21,980,245

100

Significant contingent liablities 9
and unrecongnised contract
commitments
Significant events after the11balance sheet date
Total liabilities and equity$$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 19, 2014.

~18~

$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Expressed in thousands of New Taiwan Dollars, except earnings per share amount)

8710

Items
Notes
Operating Revenue
6(17) and 7
Operating Costs
6(4) and 7
Gross Profit
Operating Expenses
6(20)Sales and marketing
expenses
General and administrative
expenses
Research and development
expenses
Total operating expenses
Operating Income
Non-operating Income andExpenses
Other income
6(18)Other gains and losses
6(19)Finance costs
Share of profit or loss of
6(6)associates and joint ventures
accounted for using equity
methodTotal non-operating
income and expenses
Income before income tax
Income tax expense6(21)Net income
Other comprehensive income
Foreign exchange translationdifferences for foreign
operations
Unrealized gain (loss) on
6(5)available-for-sale financial
assetsActuarial gain on defined6(11)benefit plan
Income tax on other6(21)comprehensive income
Total comprehensive income
Net income attributable to:
Owners of parent
Comprehensive income
attributable to:
Owners of parent

9750
9850

Basic earnings per share
6(22)Basic earnings per share
Diluted earnings per share

4000
5000
5900
6100
6200
6300
6000
6900
7010
7020
7050
7060

7000
7900
7950
8200
8310
8325
8360
8399
8500
8610

$
(

Year ended December 31
2013
2012
AMOUNT%AMOUNT
26,122,390
100 $
26,215,961
21,201,143) (81) (21,268,979) (4,921,247
19
4,946,982

%
100
81)
19

(

1,020,315) (4) (982,033) (4)(

392,338) (1) (399,418) (

1)

(
(

157,028) (1,569,681) (3,351,566

1) (
6) (
13

145,155) (1,526,606) (3,420,376

1)
6)
13

(

130,645
292,2365,900)

1 (- (109,938
78,559)1,581)-(

30,403)

-

-

-

$

386,578
3,738,144
539,187) (3,198,957

1
14
2) (
12 $

29,7983,450,174
501,839) (2,948,335

13
2)
11

$

148,5711 ($

115,143)

-

2,085

- (

10,431)

-

5,387

-

19,317-$25,258)3,329,742

13$

19,594
2,861,672

11$

3,198,957

12$

2,948,335

11$

3,329,742

13$

2,861,672

11

7.43
7.41

$
$

(

(

$
$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 19, 2014.
~19~

6.84
6.83

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Expressed in thousands of New Taiwan Dollars)
Capital Reserves

Equity attributable to owners of the parent
Retained Earnings

Common stock

Additional
paid-in capital

Capital surplus
from donatedassetsCapital surplus
from merger

Legal reserve

Unappropriatedearnings

Other equity interest
Foreignexchange
Unrealized
translation
gain or loss on
differences foravailable-forforeign
sale financial
operations
assets$ 4,307,617$ 4,975,222$$

35,128$ 2,162,186$$

Legal reserve

-

-

-

-

286,615(

286,615 )--Cash dividends

-

-

-

-

-

(

2,369,190 )--Net income for the year

-

-

-

-

-

2,948,335--

Other comprehensive income for the year

-

-

-

-

-

19,317(

95,549 ) (10,431 ) ($ 4,307,617$ 4,975,222

$

4,106

$

35,128$ 2,448,801$

7,639,812($

95,549 ) ($20,718 )$ 19,294,419$ 4,307,617$ 4,975,222

$

4,106

$

35,128$ 2,448,801$

7,639,812($

95,549 ) ($20,718 )$ 19,294,419

Legal reserve

-

-

-

-

284,538(

284,538 )--Cash dividends

-

-

-

-

-

(

2,584,571 )

-

-

(

2,584,571 )

-

-

-

-

-

-

(

215,381 )Total equity$ 18,801,937

For the year ended December 31, 2012
Balance at January 1, 2012

4,106

7,327,965-($

10,287 )Appropriations of 2011 earnings

Balance at December 31, 2012(

2,369,190 )2,948,335
86,663 )For the year ended December 31, 2013
Balance at January 1, 2013
Appropriations of 2012 earnings-

Change in capital reserve
Cash distribution of capital reserve-(

215,381 )Net income for the year

-

-

-

-

-

3,198,957--

3,198,957

Other comprehensive income for the year

-

-

-

-

-

5,387

123,313

2,085

130,785$ 4,307,617$ 4,759,841

35,128$ 2,733,339

Balance at December 31, 2013

$

4,106

$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 19, 2014.

~20~

$

7,975,047$

27,764($

18,633 )$ 19,824,209

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31(Expressed in thousands of New Taiwan Dollars)
2013

2012

CASH FLOWS FROM OPERATING ACTIVITIESConsolidated profit before tax for the year
Adjustments to reconcile income before tax to net cash provided byoperating activities:
Income and expenses having no effect on cash flows
Net gains on valuation of financial assets at fair value throughprofit or loss
Gain on disposal of financial assets
Share of loss of associates and joint ventures accounted for using
equity method
Provision for bad debt expense
Loss (gain) on market price decline (recovery) of inventory
Depreciation expense
Amortization expense
Interest income
Impairment loss on financial assets
Gains on disposal of property, plant, and equipment
Dividend income
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Net gain on financial assets at fair value through profit
Notes and accounts receivable
Other receivables
Inventories
Other current assets
Net changes in liabilities relating to operating activities
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash dividend received
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities

$

(
(

(
(
(
(

(

(
(
(

(
(

3,738,144$

3,450,174

29,979 )112,397 ) (27,973 )30,403
14,9009,668 )
238,147
2,238
115,182 ) (1,916 ) (15,074 ) (10,673
16,395
237,463
2,956
95,494 )30,000746 )
24,584 )29,979160,225 ) (39,086
1,156,059
(
1,708
(

54,535 )66,651
1,736,401 )
11,512 )

610,339 )
67,664 )10,436
5,131 )
4,133,525
15,074
99,8496,728 )
498,742 )3,742,9781,613,568
120,355 )
19,963 )4,616 )
3,331,701
24,58482,040753 )653,223 )2,784,349

(
(
(

(
(

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in bond investments without active markets
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Decrease (increase) in other non-current assets
Net cash provided by (used in) investing activities

388,276
54,858 )
7,780
8,640 )
332,558

(
(

(
(
(
(

350,943 )
48,915 )
3,579
990 )
397,269 )CASH FLOWS FROM FINANCING ACTIVITIESShort-term loans
Payment of cash dividends (including cash distribution of capitalreserve)
Net cash used in financing activities
Effect of foreign exchange rate changes
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year(($

447,390

168,200

2,799,952 ) (2,352,562 ) (44,288(1,767,262
9,872,243
11,639,505$

2,369,190 )
2,200,990 )
22,110 )163,980
9,708,263
9,872,243

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 19, 2014.

~21~

Attachment VI
TRANSCEND INFORMATION INC.
COMPARISON TABLE FOR THE “PROCEDURES FOR ACQUISITION OR DISPOSAL OF ASSETS
After the revision

Before the revision

Explanation

Article 3：Scope of assets

Article 3：Scope of assets

The Company proposes to amend the(omitting)(omitting)“Procedures for Acquisition or Disposal

2. Real property (including land, houses and 2. Real property (including construction of Assets” to comply with amendment tobuildings, investment property, rights toenterprise inventory) and other fixed “Regulations Governing Acquisition or

use land, and construction enterpriseassets.

inventory) and equipment.

Disposalof

Assetsby

PublicCompanies”, and to fit with IFRSs and(omitting)(omitting)

the Company’s practical operation.

Article 4：Definitions of Term

Article 4：Definitions of Term

The Company proposes to amend the(omitting)(omitting)“Procedures for Acquisition or Disposal

2. Assets acquired or disposed through 2. Assets acquired or disposed through of Assets” to comply with amendment tomergers, demergers, acquisitions, ormergers, demergers, acquisitions, or “Regulations Governing Acquisition ortransfer of shares in accordance withtransfer of shares in accordance with Disposal

law: Refers to assets acquired orlaw: Refers to assets acquired or Companies”, and to fit with IFRSs anddisposed through mergers, demergers,

disposed through mergers, demergers, the Company’s practical operation.

or acquisitions conducted under theor acquisitions conducted under theBusiness Mergers and Acquisitions Act,

Business Mergers and Acquisitions

Financial

Act,

Act, Financial Holding Company Act,

Financial Institution Merger Act and

Financial Institution Merger Act andother acts, or to transfer of shares fromother acts, or to transfer of shares fromanother company through issuance ofanother company through issuance of

new

new

Holding

sharesconsiderationofCompany

its

thereof

own

as

the

(hereinafter

sharesconsideration

of

its

thereof

own

as

the

(hereinafter"transfer of shares") under Article 156,

"transfer of shares") under Article 156,

paragraph 6 of the Company Act.

paragraph 6 of the Company Act.

3. Related party and Subsidiary: As defined 3. Related party: As defined in the4.

in the Regulations Governing theRegulations Governing the Preparation

Preparation of Financial Reports byof Financial Reports by Securities

Securities Issuers.

Issuers.

Professional appraiser: Refers to a real 4.

Subsidiary:

property appraiser or other person duly

Regulations Governing the Preparation

authorized by law to engage in theof Financial Reports by Securities

value appraisal of real property or

Issuers.

As

equipment.

- 22 -

defined

in

the

of

Assetsby

Public5.

6.

Date of occurrence: Refers to the date 5.

Professional appraiser: Refers to a realof contract signing, date of payment,

property appraiser or other person duly

date of consignment trade, date of

authorized by law to engage in thetransfer, dates of boards of directors

value appraisal of real property or

resolutions, or other date that canother fixed assets.

confirm the counterpart and monetary 6.

Date of occurrence: Refers to the dateamount of the transaction, whicheverof contract signing, date of payment,

date is earlier; provided, for investment

date of consignment trade, date offor which approval of the competenttransfer, dates of boards of directors

authority is required, the earlier of theresolutions, or other date that can

above date or the date of receipt ofconfirm the counterpart and monetary

approval by the competent authority

amount of the transaction, whichever

shall apply.

date

Mainland

China

area

is

earlier;

provided,forinvestment:

investment for which approval of theRefers to investments in the mainlandcompetent authority is required, theChina area approved by the Ministry ofearlier of the above date or the date of

Economic

Affairs

receipt of approval by the competentCommissionorInvestment
conducted

inauthority shall apply.

accordance with the provisions of the 7.

Mainland

China

Regulations Governing Permission for

Refers to investments in the mainland

Investment or Technical Cooperation in

China area approved by the Ministry

the Mainland Area.

of

Economic

Commissionarea

Affairsorinvestment:

Investment

conducted

inaccordance with the provisions of theRegulations Governing Permission for
Investment or Technical Cooperationin the Mainland Area.

Article 10：In acquiring or disposing of real Article 10：In acquiring or disposing of real The Company proposes to amend theproperty or equipment where theproperty or other fixed assets where the “Procedures for Acquisition or Disposaltransaction amount reaches 20 percent oftransaction amount reaches 20 percent

of Assets” to comply with amendment tothe company's paid-in capital or NT$300

of the company's paid-in capital or“Regulations Governing Acquisition or

million or more, the company, unless

NT$300 million or more, the company, Disposaltransacting with a government agency,

unless transacting with a government

Companies”, and to fit with IFRSs andengaging others to build on its own land,agency, engaging others to build on its

the Company’s practical operation.

engaging others to build on rented land,

own land, engaging others to build onor acquiring or disposing of equipment

rented land, or acquiring or disposing offor business use, shall obtain an appraisal

equipment for business use, shall obtainreport prior to the date of occurrence ofan appraisal report prior to the date of- 23 -

of

Assetsby

Publicthe event from a professional appraiser

occurrence of the event from aand shall further comply with theprofessional appraiser and shall further

following provisions:comply with the following provisions:

1. Where due to special circumstances it is 1. Where due to special circumstances it
necessary to give a limited price,

is necessary to give a limited price,specified price, or special price as a

specified price, or special price as areference basis for the transaction price,reference basis for the transaction

the transaction shall be submitted forprice, the transaction shall beapproval in advance by the board ofsubmitted for approval in advance bydirectors, and the same procedure shallthe board of directors, and the same

be followed for any future changes toprocedure shall be followed for any

the terms and conditions of the

future changes to the terms andtransaction.

conditions of the transaction.

2. Where the transaction amount is NT$1 2. Where the transaction amount is NT$1
billion or more, appraisals from two or

billion or more, appraisals from two or

more professional appraisers shall be

more professional appraisers shall beobtained.

obtained.

3. Where any one of the following

3. Where any one of the following

circumstances applies with respect tocircumstances applies with respect tothe professional appraiser's appraisal

the professional appraiser's appraisal

results, unless all the appraisal results

results, unless all the appraisal results

for the assets to be acquired are higher

for the assets to be acquired are higher

than the transaction amount, or all thethan the transaction amount, or all theappraisal results for the assets to beappraisal results for the assets to bedisposed of are lower than thedisposed of are lower than thetransaction amount, a certified public

transaction amount, a certified public

accountant shall be engaged to perform

accountant shall be engaged to performthe appraisal in accordance with thethe appraisal in accordance with theprovisions of Statement of Auditing

provisions of Statement of AuditingStandards No. 20 published by the ROC

Standards No. 20 published by the

Accounting Research and Development

Accounting Research andFoundation (ARDF) and render aDevelopment Foundation and render aspecific opinion regarding the reason

specific opinion regarding the reason

for the discrepancy and thefor the discrepancy and theappropriateness of the transaction price:

appropriateness of the transaction

A. The discrepancy between theprice:

appraisal result and the transaction

A. The discrepancy between theamount is 20 percent or more of theappraisal result and the transaction

transaction amount.

amount is 20 percent or more of the- 24 -

transaction amount.

B. The discrepancy between the

B. The discrepancy between theappraisal results of two or more
professional appraisers is 10 percent

appraisal results of two or moreor more of the transaction amount.

professional appraisers is 10
percent or more of the transaction

4. No more than 3 months may elapse

amount.

between the date of the appraisal reportissued by a professional appraiser and

4. No more than 3 months may elapse

the contract execution date; provided,

between the date of the appraisal

where the publicly announced current

report issued by a professional

value for the same period is used andappraiser and the contract execution

not more than 6 months have elapsed,

date; provided, where the publicly

an opinion may still be issued by theannounced current value for the same

original professional appraiser.

period is used and not more than 6months have elapsed, an opinion may
still be issued by the original
professional appraiser.

Article 12：The procedures for Related Party Article 12：The procedures for Related The Company proposes to amend theTransactions(omitting)2.

The“Procedures for Acquisition or Disposal

Party Transactionsof Assets” to comply with amendment to(omitting)Companythatacquiresreal 2.

The Company that acquires real “Regulations Governing Acquisition orproperty from a related party shallproperty from a related party shall Disposal

evaluate the reasonableness of theevaluate the reasonableness of the Companies”, and to fit with IFRSs andtransaction costs based the relatedtransaction costs based the related the Company’s practical operation.

requirement.

requirement.

When

the

following

When

the

followingconditions happens, the company shallconditions happens, the company shalladditionally engage a certified public

additionally engage a certified public

accountant to review the reasonablenessaccountant

and to provide an opinion:

reasonableness and to provide anA.

The related party acquired the real

opinion:property through inheritance or asA.

B.

reviewthe

The related party acquired thea gift.

real property through inheritanceMore than 5 years will haveor as a gift.

elapsed from the time the related

C.

to

B.

More than 5 years will haveparty signed the contract to obtainelapsed from the time the related

the real property to the signing

party signed the contract to obtaindate for the current transaction.

the real property to the signing

The real property is acquired

date for the current transaction.

throughsigning

of

a

joint

development contract with theC.

The real property is acquired
throughsigning- 25 -

of

a

joint

of

Assetsby

Publicrelated party, or through engaging

development contract with thethe related party to develop therelated party.

realproperty,eitheron

the 3.

Company's own land or on rented
land.
3.

When the Company intends to acquireor dispose of real property from or to a
related party, or when it intends toacquire or dispose of assets other thanreal property from or to a related party
and the transaction amount reaches 20
percent or more of paid-in capital, 10
percent or more of the company's total
assets, or NT$300 million or more,
except in trading of government bonds
or bonds under repurchase and resaleorsubscription

When the Company intends to acquireor dispose of real property from or to a

Appraisal and Operating procedures

agreements,

Appraisal and Operating proceduresor

redemption of domestic money market
funds, the company may not proceed toenter into a transaction contract ormake a payment until the following
matters have been approved by theboard of directors and recognized by
the supervisors:(omitting)
For acquisition or disposition of equipment
between the Company and its subsidiaries, it

related party, or when it intends toacquire or dispose of assets other thanreal property from or to a related party
and the transaction amount reaches 20
percent or more of paid-in capital, 10
percent or more of the company's total
assets, or NT$300 million or more, thecompany may not proceed to enter intoa transaction contract or make apayment until the following mattershave been approved by the board of
directors

andrecognized

by

the

supervisors:(omitting)

For acquisition or disposition of machinery
equipment between the Company and its
subsidiaries,

it is permissible

to beapproved first with specific limitation by
the chairman and then ratified at the next
board of directors meeting by submitting
the proposal.
(omitting)is permissible to be approved first withspecific limitation by the chairman and thenratified at the next board of directors
meeting by submitting the proposal.
(omitting)

Article 13：The procedures for acquisition or Article 13：The procedures for acquisition The Company proposes to amend thedisposition of memberships andor disposition of memberships and“Procedures for Acquisition or Disposal

intangible assets

intangible assetsof Assets” to comply with amendment toWhere the Company acquires or disposes of Where the Company acquires or disposes “Regulations Governing Acquisition orof
Assetsby
Publicmemberships or intangible assets and the of memberships or intangible assets and Disposal- 26 -

transaction amount reaches 20 percent or the transaction amount reaches 20 percent Companies”, and to fit with IFRSs andmore of paid-in capital or NT$300 million or more of paid-in capital or NT$300 the Company’s practical operation.
or more, except in transactions with a million or more, the company shall engage
government agency, the company shall a certified public accountant prior to theengage a certified public accountant prior to date of occurrence of the event to render an
the date of occurrence of the event to render opinion on the reasonableness of thean opinion on the reasonableness of the transaction price; the CPA shall comply
transaction price; the CPA shall comply with the provisions of Statement of
with

the

provisionsofStatementof Auditing Standards No. 20 published byAuditing Standards No. 20 published by the the ARDF.
ARDF.
Article 15：The procedures for acquisition or Article 15：The procedures for acquisition The Company proposes to amend thedisposition of Derivatives“Procedures for Acquisition or Disposal

or disposition of Derivatives(omitting)(omitting)of Assets” to comply with amendment to

6. Internal Control

6. Internal Control“Regulations Governing Acquisition or

G. A company shall report to the latest

G. A company shall report to the Disposal

Assetsby

Publicmeeting of the board of directors

meeting of the board of directors Companies”, and to fit with IFRSs andafter it authorizes the relevant

after it authorizes the relevant the Company’s practical operation.

personnel

personnel

tohandlederivatestohandlederivates

trading in accordance with thistrading in accordance with thisprocedures

proceduresforengaging

infor

engaging

derivatives trading.

derivatives trading.

Article 19：Information Disclosure

Article 19：Information Disclosure

Proceduresin

The Company proposes to amend the“Procedures for Acquisition or Disposal

Procedures

1. Projects that shall be declared or Report

1.

Standard
A.

of

Projects that shall be declared orof Assets” to comply with amendment toReport Standard“Regulations Governing Acquisition orproperty from or to a related party,

ofAssetsby
PublicAcquisition or disposal of real Disposal
property from or to a related Companies”, and to fit with IFRSs andor acquisition or disposal of assets

party, or acquisition or disposal the Company’s practical operation.

other than real property from or toof assets other than real propertyathefrom or to a related party wheretransaction amount reaches 20

the transaction amount reaches 20

percent or more of paid-in capital,

percent

10

capital, 10 percent or more of theAcquisition or disposal of real

relatedpercent

party

or

where

more

of

the

A.

or

more

of

paid-incompany's total assets, or NT$300

company's

total

assets,million or more; provided, thisNT$300

millionorshall not apply to trading ofprovided, this shall not apply to- 27 -ormore;government bonds or bonds under

trading of government bonds orrepurchase and resale agreements,

bonds

or subscription or redemption ofresale agreements.

under

repurchaseand(omitting)domestic money market funds.
(omitting)D.
D.

Where an asset transaction other

Where an asset transaction otherthan any of those referred to inthan any of those referred to in thethepreceding three subparagraphs, asubparagraphs,

disposal of receivables by areceivables

financialaninstitution, or an investment ininvestment in the mainland China

the mainland China area reaches

area reaches 20 percent or more of

20 percent or more of paid-in

paid-in capital or NT$300 million;

capitalprovided, this shall not apply toprovided, this shall not apply tothe following circumstances:

the following circumstances:(1) Trading of government bonds.

(1) Trading of government bonds.

(2) Securities(2) Securities

institution,or

tradingbypreceding

or

a

by

three
disposalaoffinancial

NT$300

million;tradingbyinvestment professionals on

investment professionals on

foreign or domestic securities

foreign or domestic securities

exchanges or over-the-counterexchanges or over-the-countermarkets, or subscription ofmarkets.

securities by a securities firm,(3) Trading

either in the primary market inaccordancewithrelevant

bonds

under

(4) Where the type of asset
acquired

of

bonds

repurchase/resale agreements.

regulations.
(3) Trading

of

under

machineryordisposedisequipmentfor

repurchase/resale agreements,

businessor subscription or redemption

counterparty is not a relatedof domestic money market

party, and the transaction

funds.

amount is less than NT$500(4) Whereacquired

the

type

or

of

disposed

asset

million.

is (omitting)equipment for business use, thetrading counterparty is not a
relatedparty,

andthetransaction amount is less than
NT$500 million.
(omitting)- 28 -

use,thetradingAttachment VII
TRANSCEND INFORMATION INC.
COMPARISON TABLE FOR THE “ARTICLES OF INCORPORATION
After the revision

Before the revision

Explanation

Section III - Shareholders’’ meetings

Section III - Shareholders’’ meetings

To carry out Shareholder Activism, theArticle 12：

Article 12：

Company proposes to amend the

Except as provided in the Company Law of Except as provided in the Company Law of “Articles of Incorporation” to include thethe Republic of China,

the Republic of China,

use of an electronic voting system byshareholders’meetings may be held if

shareholders’meetings may be held if

shareholders pursuant to Article 177-1 ofattended by shareholders more than one half attended by shareholders more than oneof the total issued and outstanding capital

half of the total issued and outstanding

stock of the Corporation, and resolutions

capital stock of the Corporation, andshall be adopted at the meeting with theresolutions shall be adopted at the meeting

the Company Act.

concurrence of a majority of the votes held with the concurrence of a majority of theby shareholders present at the meeting.

votes held by shareholders present at the

Pursuant to Article 177-1 of the Company

meeting.

Act, the shareholders may vote via written
form or an electronic voting system, and themanner or voting shall be clearly stated ineach meeting notice.

Article 13-1：

Article 13-1：

To improve corporation government, theTo harmonize with Article 14-2 of the

To harmonize with Article 14-2 of theCompany

proposed

to

amend

the

Securities and Exchange Act, there shall be Securities and Exchange Act, there shall be “Articles of Incorporation” to adopt a
at least three independent directors among
the Company's directors. A candidate

at least three independent directors among candidate nomination system for the
the Company's directors. A candidate
election of directors pursuant to Article

nomination system shall be adopted, and the nomination system shall be adopted, andshareholders meeting shall elect all directors the shareholders meeting shall elect(including independent directors) fromindependent directors from among theamong the those listed on the slate ofthose listed on the slate of independent

director candidates. The relevant regulations director candidates. The relevantof the competent securities authority shallregulations of the competent securities

be followed regarding the professional

authority shall be followed regarding thequalifications, shareholding, moonlighting

professional qualifications, shareholding,restrictions, nomination and election, andmoonlighting restrictions, nomination andother compliance requirements regarding

election, and other complianceindependent directors.

requirements regarding independent
directors.

- 29 -

192-1 of the Company Act.

Article 24：

Article 24：

These Articles of Incorporation wereThese Articles of Incorporation wereadopted on August 23, 1989.

adopted on August 23, 1989.

The first amendment was made on January The first amendment was made on January
28, 1991.

28, 1991.

The second amendment was made on May

The second amendment was made on May

25, 1992.

25, 1992.

The third amendment was made on

The third amendment was made on

September 1, 1992.

September 1, 1992.

The fourth amendment was made on July

The fourth amendment was made on July

30, 1994.

30, 1994.

The fifth amendment was made on June 8,

The fifth amendment was made on June 8,

1995.

1995.

The sixth amendment was made on July 8,

The sixth amendment was made on July 8,

1997.

1997.

The seventh amendment was made on

The seventh amendment was made on

August 15, 1997.

August 15, 1997.

The eighth amendment was made on

The eighth amendment was made on

September 12, 1997.

September 12, 1997.

The ninth amendment was made on June 20, The ninth amendment was made on June
1998.

20, 1998.

The 10th amendment was made on

The 10th amendment was made on

September 15, 1998.

September 15, 1998.

The 11th amendment was made on June 12, The 11th amendment was made on June
1999.

12, 1999.

The 12th amendment was made on April 15, The 12th amendment was made on April
2000.

15, 2000.

The 13th amendment was made on April 9, The 13th amendment was made on April 9,
2001.

2001.

The 14th amendment was made on June 10, The 14th amendment was made on June
2002.

10, 2002.

The 15th amendment was made on June 3,

The 15th amendment was made on June 3,

2003.

2003.

The 16th amendment was made on June 11, The 16th amendment was made on June
2004.

11, 2004.

The 17th amendment was made on June 13, The 17th amendment was made on June
2005.

13, 2005.

The 18th amendment was made on June 14, The 18th amendment was made on June
2006.

14, 2006.

- 30 -

The 19th amendment was made on June 11, The 19th amendment was made on June
2007.

11, 2007.

The 20th amendment was made on June 13, The 20th amendment was made on June
2008.

13, 2008.

The 21th amendment was made on June 16, The 21th amendment was made on June
2009.

16, 2009.

The 22th amendment was made on June 17, The 22th amendment was made on June
2010.

17, 2010.

The 23th amendment was made on June 10, The 23th amendment was made on June
2011.

10, 2011.

The 24th amendment was made on January The 24th amendment was made on January
5, 2012.

5, 2012.

The 25th amendment was made on June 13,
2013.
The 26th amendment was made on June 12,2014.

- 31 -

Attachment VIII
TRANSCEND INFORMATION INC.
COMPARISON TABLE FOR THE “PROCEDURES FOR ELECTION OF DIRECTOR
After the revision

Before the revision

Explanation

Article 1：The directors of this Company Article 1：The directors of this Company

The Company proposes to amend theshall be elected in accordance with the rules shall be elected in accordance with the“Procedures for Election of Directors” tospecified herein and all directors (including rules specified herein. This Company’s

comply with amendment to “Articles of

independent directors) shall be elected by independent directors shall be elected by

Incorporation”.

adopting the candidate nomination system adopting the candidate nomination system
specified in Article 192-1 of the Company specified in Article 192-1 of the Company
Act.

Act.

- 32 -