Transcend Information, Inc.
2015 ANNUAL REGULAR SHAREHOLDERS’ MEETING Minutes(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.)

Time: 9:00 a.m., June 12, 2015
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 370,907,249 shares, which is
86.10% of the total 430,761,675 outstanding shares.
Attended Directors: Shu,Chong-Wan, the chairman of Board of Directors
Attended Independent Directors: CHEN,LO-MIN, the member of Audit Committee
Attendees: Chang, Shu Chuing, 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 2014(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. amounting to JPY 2,000,000 thousand,and the actual amount of guarantee draw down is JPY 1,500,000 thousand. Pursuant to theCompany’s “Procedures for Endorsement and Guarantee”, the limit of guarantee was NTD 8,287,442
thousand.
-1-

II. Proposed Items(1) Adoption of 2014 Business Report and Financial Statements (Proposed by the Board of Directors)
Explanatory Notes:
a. The seperate financial statement and consolidated financial statement of the Company for the yearof 2014 have been audited by independent auditors, Mr. Chien - Hung Chou and Mrs. Shu Chuing
Chang, of the Pricewaterhouse Coopers. The Business Report, Independent Auditors’ Report and
Financial Statements are hereby also attached. (Please refer to Attachment I, III and IV)
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 2014 earnings (Proposed by the Board of Directors)
Explanatory Notes:
a. For appropriations of 2014 earnings, the Company will distribute cash dividend of NTD
3,359,941,065 from the available retained earnings of 2014 after setting aside legal reserve anddistributing employees’ profit sharing.
b. Please refer to page 6 for the 2014 estimated earnings distribution table.
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.

-2-Transcend Information, Inc.
The Chart of 2014 Earnings Distribution
For the year ended December 31, 2014
(Expresses in of New Taiwan dollars)
Item

AmountUnappropriated retained earnings at beginning

Remarks

4,769,048,000

Add: Adjustment on unappropriated earnings for(

86,234)2014
Adjusted unappropriated retained earnings

4,768,961,766

Add: Net income for 2014

3,735,204,855

Less: Legal reserve (10%)

373,520,486

Retained earnings available for appropriation asof December 31, 2014

8,130,646,135

Less: Items of distribution Cash dividend to shareholders
Unappropriated retained earnings at end

Cash dividend
3,359,941,065 (NTD $7.8 per share)
4,770,705,070

Note
Directors' and supervisors' remuneration

6,048,680

Employees' bonus
30,243,527
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 2014. The
remuneration for directors and supervisors would be NTD 6,048,680 calculated in accordance with
“Articles of Incorporation”, but was not recognized in 2014 financial statements. After the actual
distributed amounts being resolved by the shareholders’ meeting, the difference between the resolved
amounts and the 2014 estimates will be recognized in the statement of income in 2015.

Chairperson:
Shu, Chung-Wan

Managerial Officers:
Shu, Chung-Cheng-3-

Accounting Officers:
Lu, Chih-Yuan

III. Discussion and Election Items
Discussion Item (1)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 Sample Template for XXX Co., Ltd. Procedures for Election of Directors andSupervisors”.
b. Please refer to Attachment V: the comparison table for the “Procedures for Election of Directors”
before and after revision.
c. It is submitted for approval.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.

Discussion Item (2)Subject: Election of Directors (Proposed by the Board of Directors)
Explanatory Notes:
a. Three-year term of the current directors started from June 15, 2012 and concluded on June 14,
2015.
b. The shareholders’ meeting shall elect 9 directors including 3 independent directors. Their
three-year term will start from June 12, 2015 and conclude on June 11, 2018.
c. According to the regulations and Articles of Incorporate, a candidate nomination system shall be
adopted to elect all directors including 3 independent directors. The shareholders shall elect all
directors from the nominees. Please refer to Attachment VI: the nomination list of directors.
d. It is submitted for election.
Resolution:
The list of persons elected as directors-4-

(NON-INDEPENDENT DIRECTORS)
Shareholder Account NO./Name

ID NO.

Numbers of Votes

1

SHU, CHUNG-WAN

322,594,678

2

SHU, CHUNG-CHENG

301,618,803

M1200*****TSENG, CHUNG-HO

301,043,912

E2206*****

CHUI, LI-CHU

301,031,647

3

Hsu, Chia-Hsian

301,022,128

12

Chiu, Chih-Heng

300,984,772(INDEPENDENT DIRECTORS)
Shareholder Account NO./ID NO.

Name

Numbers of Votes

A2204*****

WANG, YI-HSIN

299,339,920

E1002*****

CHEN, YI-LIANG

299,385,388

A1234*****

CHEN, LO-MIN

299,348,920

Discussion and Election Items (3)Subject: Proposal to release the Directors from non-competition restrictions. (Proposed by the Boardof Directors)
Explanatory Notes:
a. Because the new elected director(s) of the Company may involve in investment or operation ofother companies with the same or similar business scope and assume the office of director(s), theCompany, 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.
-5-

b. It is submitted for approval.
Resolution:
The proposal is approved as proposed without demur by the present shareholders.

Items of competitive conduct in which the director is permitted to engage
Title

Name

Items of competitive conduct in which the director engaged
Chairman of the board of directors:- Taiwan IC Packaging Corporation
Director:- C-TECH Corporation- Transcend Information Inc.
- Transcend Information Trading GmbH Hamburg
Representative juristic person

Director

SHU, CHUNG-WAN- Hitron Technologies Inc.
- WK Technology Fund VI Ltd.
- WK Technology Fund VII Ltd.
- WK Technology Fund VIII Ltd.
Supervisor- Wan An Technology Inc.
President- Transcend Information Trading GmbH Hamburg
President-Transcend Korea Ltd.
Chairman of the board of directors:

Director

SHU,CHUNG-CHENG-C-TECH Corporation-Cheng Chuan Technology Development Inc.
-Shu Min Investment Inc.
Executive director-Taiwan IC Packaging Corporation (Representative juristic-6-

Items of competitive conduct in which the director is permitted to engage
Title

Name

Items of competitive conduct in which the director engaged
person)Director:- Wan An Technology Inc.
- Won Chin Investment Inc.
- Wan Min Investment Inc.
- Wan Chuan Investment Inc.
- Transcend Information (Shanghai).,Ltd- Saffire Investment Ltd.
- Memhiro Pte. Ltd.
- Transcend Japan Inc- Transcend Korea Ltd.
- Transcend (H.K.) Limited- Transtech Trading(Shanghai) Co. Ltd.
-Supreme Electronics Co., Ltd.
Representative juristic person- Taiwan IC Packaging Corporation

Director

TSENG, CHUNG-HO President of Taiwan IC Packaging Corporation

Director

CHUI, LI-CHU

Supervisor of Won Chin Investment Inc.

Director

Hsu, Chia-Hsian

None

Director

Chiu, Chih-Heng

Director of C-TECH Corporation

Independent
CHEN, YI-LIANG
Director
Independent
CHEN, LO-MIN
Director

Director of Homeyen Networks. Co., Ltd.
Director of Tai Hwa Oil Industrial Co., Ltd.
Independent Director of Lextar Electronics Corporation
Senior Consultant of Head office of Oki Electric Industry Co.,
Ltd.
-7-

Items of competitive conduct in which the director is permitted to engage
Title

Name

Independent
WANG, YI-HSIN
Director

Items of competitive conduct in which the director engaged
Director of First Financial Holding Co. Ltd.
Independent Director of Bestcom Infotech Corp.

IV. Special Motions

V. Meeting Adjourned-8-Attachment I

TRANSCEND INFORMATION INC.
BUSINESS REPORT
Prices of Flash and DRAM steadily decreased in the past year. Instead of making profits from theshort-term price changes, manufacturers in the Flash and DRAM industry have the responsibility tofind another way to keep the company profitable. As an industry-leading brand of digital storage andindustrial products, Transcend has successfully changed up our business plans and created better
profits. Last year’s sales revenue increased by 4.2%, and the earnings Per Share (EPS) reached NTD$8.67, a 16.7% increase over the prior year.
Transcend’s consolidated revenue totaled NT$27.2 billion in 2014. Consolidated gross profit
totaled NTD $5.54 billion. Gross profit rate is 20.4 percent. Operating income totaled 3.75 billion.
Income before tax totaled 4.4 billion. Net income totaled 3.74 billion. EPS is NTD$ 8.67 calculated at
the weighted average of outstanding share capital amounting to 4.3 billion.
To satisfy the changing needs in the technology industry, Transcend never stops developing moreinnovative products ranging from consumer electronics and industrial products. For the eighth year ina row, Transcend Information appears on Interbrand's Best Taiwan Global Brands ranking. At thesame time, Transcend has managed to consistently increase the market share in the field of industrial
applications. Sales revenue of solid state drives (SSD) reached record high thanks to the sudden surge
of demand for SSDs because of the decreasing price. So far, industrial products and strategic products
have replaced standard products and become main revenue sources.
Transcend focuses not only on sales performance, but also corporate social
responsibility. Through a concerted effort to strengthen information disclosure, Transcend earned thehighest A+ ranking in the "Information Disclosure Survey" conducted by the Securities and Futures
Institute (SFI) in 2014. Besides, we have sponsored the High School Basketball League (HBL) for
consecutive five years. Last year, we received the “Sports Activists Award” from the Sports Affairs
Council for our continuing contribution to the development of sports in Taiwan.
-9-Looking to 2015, we believe that there is a growing frenzy over the application of Internet ofThings (IoT) technologies to industrial automation. We will keep providing the best solutions for ourcustomers and clients. Here again we sincerely thank all of our shareholders, customers, suppliers andemployees, for your continued support and for the confidence that you have placed in us.

Chairperson: Shu, Chung-Wan
Managerial Officer: Shu, Chung-Cheng
Accounting Officer: Lu, Chih-Yuan- 10 -

Attachment II

Audit Report of Audit Committee

The Board of Directors has prepared the Company’s 2014 Business Report, Financial Statements andEarnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited andcertified by Mr. Chien - Hung Chou and Mrs. Shu-Chuing Chang, 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

Chairman of the audit Committee:

March 12, 2015

- 11 -

Wang, Yi-Shin

Attachment III
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, 2014 and 2013 and the related separate statements of comprehensive income, of changes
in equity, and of cash flows for the years ended December 31, 2014 and 2013. These separate financial
statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. The financial statements ofequity 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 byother auditors, whose reports thereon were furnished to us. Our opinion, insofar as it relates to theamounts 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 was(NT$8,128) thousand for the year ended December 31, 2013, constituting 0.2% of the respective
income before income tax. The equity investments accounted for under the equity method in above
companies was NT$412,683 thousands, constituting 1.7% of total assets.
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. Those standards 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 provide a reasonable basis for our opinion.

- 12 -

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, 2014, and December 31, 2013, and the results of theiroperations and their cash flows for the years ended December 31, 2014 and 2013 in conformity withthe "Rules Governing the Preparation of Financial Statements by Securities Issuers".

March 12, 2015
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.

- 13 -

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

Notes

December 31, 2014
AMOUNT%

December 31, 2013
AMOUNT%

10,807,417

40

53,545Current assets
10,988,389

44

-

-

-

585,5252

74,513

-

-

-

4,158

-

1,709,341

6

1,330,522

5

1,178,290

5

1,427,950

6

254,0291

237,5081

6,041,633

22

4,713,168

19

Other current assets

14,175-

13,127-

Current Assets

20,643,955

76

18,789,335

75

232,6391

264,4221

4,087,977

15

3,747,410

15

1,798,337

7

1,838,1848

Cash and cash equivalents

6(1)Current financial assets at fair value

6(2)

$

through profit or loss
Current bond investments without active

6(3)marketNotes receivable, net
Accounts receivable, net

6(4)Accounts receivable due from related7(1)parties, net
Other receivables
Inventories, net

$

6(5)

Non-current assets
Available-for-sale financial

6(6)assets-non-current
Investments accounted for using equity

6(7)methodProperty, plant and equipment

6(8), 7 and 8

Investment property, net

6(9)214,8781

217,580

1

Deferred tax assets

6(21)64,006-58,347-

Other non-current assets

8

88,941-

37,980-6,486,778

24

6,163,923

25

27,130,733

100

24,953,258100

Non-current Assets
Total Assets$(Continued)

~14~

$

TRANSCEND INFORMATION, INC.
SEPARATE BALANCE SHEETS(Expressed in thousands of New Taiwan Dollars)
Liabilities and Equity

December 31, 2014
AMOUNT%

Notes

December 31, 2013
AMOUNT%

Current liabilities
Short-term borrowings

6(10)

$

Notes payable
Accounts payable
Accounts payable to related parties

7(1)Other payables

506,4002

7$295,140

1

-

1,215

-

3,090,479

12

2,571,302

10

1,679,508

6

1,334,222

6

350,7411

283,266

1

Other payables to related parties

7(1)

988

-

-

-

Current tax liabilities

6(21)271,1731

218,886

1

Other current liabilities

3,442

-

4,615

-

Current Liabilities

5,902,738

22

4,708,646

19

Non-current liabilities
Deferred tax liabilities

6(21)485,1212

395,256

2

Other non-current liabilities

6(11)24,269-25,147-509,3902

420,4032

6,412,128

24

5,129,049

21

4,307,617

16

4,307,617

17

4,799,075

18

4,799,075

19

Legal reserve

3,053,235

11

2,733,339

11

Unappropriated retained earnings

8,504,167

31

7,975,047

32

54,511

-

9,131

-

20,718,605

76

19,824,209

79

27,130,733

100

24,953,258100

Non-current Liabilities
Total Liabilities
6(12)Share capital
Common stock6(13)Capital surplus
Capital surplus

6(14)Retained earnings

6(16)Other equity interest
Other equity interest
Total Equity
Commitments and contingent liabilities

9

Significant subsequent event

11

Total Liabilities and Equity$$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 12, 2015.

~15~

TRANSCEND INFORMATION, INC.
SEPARATE STATEMENTS OF INCOME(Expressed in thousands of New Taiwan Dollars, except Earnings Per Share)

Items
Notes
Operating Revenue
6(17) and 7
Operating Costs
6(5) and 7
Gross Profit
Unrealized gain from intercompany
transaction
Realized gain from intercompany
transaction
Gross Profit, net
Operating Expenses
6(20)Sales and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating Profit
Non-operating Income and Expenses
Other income
6(18) and 7
Other gains and losses
6(19)Finance costs
Share of gain of associates and joint 6(7)ventures accounted for under equity
methodTotal non-operating income andexpensesProfit before Income Tax
Income tax expense
6(21)Profit for the Year
Other Comprehensive Income
Foreign exchange translationdifferences for foreign operations
Unrealized (loss) gain on
6(6)available-for-sale financial assets
Actuarial (loss) gain on defined6(11)benefit plan
Income tax on other comprehensive 6(21)incomeTotal Comprehensive Income
Earnings Per Share
Basic earnings per share
Diluted earnings per share$(

For the years ended December 31,
2014
2013
AMOUNT%AMOUNT
26,325,967
100 $
25,087,848
21,777,028) (83) (21,072,049) (4,548,939
17
4,015,799(

70,857)

- (

%
100
84)
16

87,889)-87,8894,565,971

17

73,1384,001,048

16

629,163) (205,987) (174,011) (1,009,161) (3,556,810

2) (
1) (
1) (
4) (
13

483,665) (204,448) (156,948)
845,061) (3,155,987

2)
1)
3)
13

172,465
430,406
6,248)

12- (109,250
242,556
1,003)

1-

151,325-

154,029

1$

747,948
4,304,758
569,553) (3,735,205

3
16
2) (
14 $

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

2
15
2)
13

$

92,968-148,5711(

31,783)

-

2,085

-

(

86)

-

5,387

-

25,258)3,329,742

13

(
(
(
(

(

(

(
$

15,805)3,780,499

$

- (
14 $

6(22)
$
$

8.67
8.66

$
$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 12, 2015.
~16~

7.43
7.41

TRANSCEND INFORMATION, INC.
SEPARATE STATEMENTS OF CHANGES IN EQUITY(Expressed in thousands of New Taiwan Dollars)
Capital Reserves

Retained Earnings

Other equity interest
Currencytranslation
Unrealized gain or
differences ofloss onavailable-for-saleforeign
operations
financial assets

Common stock

Additional
paid-in capital

Capital surplus,
donated assets
received

Capital surplus,
net assets frommergerLegal reserve

Unappropriatedretained earnings$ 4,307,617$ 4,975,222$$

35,128$ 2,448,801$

Legal reserve

-

-

-

-

284,538(

284,538 )--Cash dividends

-

-

-

-

-

(

2,584,571 )

-

-

(

2,584,571 )

-

-

-

-

-

-

(

215,381 )Notes

Total equity

For the year ended December 31, 2013
Balance at January 1, 2013
Appropriations of 2012 earnings: (Note 1)

4,106

7,639,812($

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

6(14)
-

Change in capital reserve-

Cash distribution of capital reserve(

215,381 )

-

-

-

-

-

3,198,957--

3,198,957

-

-

-

-

-

5,387

123,313

2,085

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

$

4,106

$

35,128$ 2,733,339$

7,975,047$

27,764($

18,633 )$ 19,824,209$ 4,307,617$ 4,759,841

$

4,106

$

35,128$ 2,733,339$

7,975,047$

27,764($

18,633 )$ 19,824,209

Legal reserve

-

-

-

-

319,896(

319,896 )--Cash dividends

-

-

-

-

-

(

2,886,103 )

-

-

-

-

-

-

-

3,735,205

-

-

-

-

-

-

-

(

$ 4,307,617$ 4,759,841

35,128$ 3,053,235$

Net income for the year
Other comprehensive income for the year

6(16)Balance at December 31, 2013
For the year ended December 31, 2014
Balance at January 1, 2014
Appropriations of 2013 earnings: (Note 2)

6(14)Net income for the year
Other comprehensive income (loss) for the year
Balance at December 31, 2014

6(16)

$

4,106

$

Note 1: Directors’ and supervisors’ remuneration amounting to $5,166 and employees’ bonus amounting to $85,361 had been deducted from the separate statement of income in 2012.
Note 2: Directors’ and supervisors’ remuneration amounting to $5,192 and employees’ bonus amounting to $25,962 had been deducted from the separate statement of income in 2013.

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 12, 2015.

~17~

86 )
8,504,167$(

2,886,103 )
3,735,205

77,163(31,783 )45,294

104,927($

50,416 )$ 20,718,605

TRANSCEND INFORMATION, INC.
SEPARATE STATEMENTS OF CASH FLOWS(Expressed in thousands of New Taiwan Dollars)Year ended December 31
2014
2013

Notes
CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax for the year
Adjustments to reconcile profit before tax to net cash provided by operating
activities:
Income and expenses having no effect on cash flows
Unrealized gain from intercompany transaction
Realized gain from intercompany transaction
Net gains on financial assets at fair value through profit or loss
Gain on disposal of financial assets
Loss on disposal of equity investment accounted for using equity
methodShare of gain of associates and joint ventures accounted for using equity
methodProvision for bad debt expense
Loss (gain) on market price decline (recovery) of inventory
Depreciation expense
Interest income
Dividend income
Gain 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 or loss
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 payables to related parties
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash dividends received
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities$(
6(2)(19)
6(3)(19)6(7)((4,304,758$

3,660,819

70,857
87,889 ) (53,545 ) (10,804 ) (87,88973,138 )29,979 )97,125 )

-

323

6(7)
(
6(4)
6(5)
6(20)
6(18)
6(19)
6(19)

(
(
(

151,325 )
12,46349,995
126,323
164,053 )
13,781 )
525 )

(
(
(
(

137,464 )11,555 )1,378,460 )
1,048 )
863,255
73,637988
1,173 )
22,8883,513,542
13,781
159,087
6,248 )
448,865 )3,231,297

(

(
(

(
(
(
(
(

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

29,979341,942
20,366917,147
2,308(

102,379
36,305 )

(

(
(

2,638
1,670 )
4,779,353
15,07496,5591,004 )
395,044 )4,494,938

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

6(8)
6(8)
6(7)

(
(
(

765,473 ) (265,265 )
64,341 ) (695
103,008 )
70,564 )
737,426 ) ((((74,066 )32,612 )
2,438
5,263
1,051
97,926 )CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Payment of cash dividends (including cash distribution of capital reserve)
Net cash used in financing activities(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

6(14)

(
(
(
$

211,260
2,886,103 ) (2,674,843 ) (180,972 )
10,988,389
10,807,417$

The accompanying notes are an integral part of these separate financial statements.
See report of independent accountants dated March 12, 2015.

~18~

295,140
2,799,952 )
2,504,812 )
1,892,200
9,096,189
10,988,389

Attachment IV
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR14001518
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, 2014 and 2013 and the related consolidated statements of comprehensive
income, of changes in equity, and of cash flows for the years ended December 31, 2014 and 2013. These
consolidated financial statements are the responsibility 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 the financial statements of certain subsidiaries for the year ended December
31, 2013, which statements reflect total assets of NT$547,456 thousand, constituting 2 percent of theconsolidated total assets, as of December 31, 2013, and total revenues of NT$2,748,290 thousand,constituting 11 percent of the consolidated total operating revenue, for the year ended December 31, 2013.
Furthermore, we did not audit the financial statements of equity investments accounted for under theequity method. The investment loss from these equity investments amounted to NT$30,403 thousand forthe year ended December 31, 2013. Those financial statements whose reports thereon have been furnished
to us, and our opinion expressed herein is based solely on the audit reports of the other independentaccountants. As of December 31, 2013, the equity investment accounted for using the equity method was
NT$221,255 thousand.
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. Those standards 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
provide a reasonable basis for our opinion.

~19~In our opinion, based on our audits and the report of other independent accountants, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position ofTranscend Information, Inc. and its subsidiaries as of December 31, 2014 and 2013, and their financial
performance and cash flows for the years ended December 31, 2014 and 2013 in conformity with the“Rules Governing the Preparations of Financial Statements by Securities Issuers” and the International
Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC
Interpretations as endorsed by the Financial Supervisory Commission.
We have also audited the parent company only financial statements of Transcend Information, Inc. as ofand for the years ended December 31, 2014 and 2013, and have expressed a unqualified and modified
unqualified opinion on such financial statements.

March 12, 2015
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.

~20~

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

Assets

December 31, 2014
AMOUNT%

Notes

December 31, 2013
AMOUNT%

Current assets
11,639,505

48

-

-

-

637,025

3

123,698

1

-

-

4,158

-

2,993,131

11

2,732,001

11

283,3161

254,5281

6,364,987

24

5,075,939

21

Other current assets

44,515-36,311-

Current Assets

21,941,863

83

19,866,14082

232,6391

264,4221

332,5931

221,2551

3,160,974

12

3,330,875

14Cash and cash equivalents

6(1)Current financial assets at fair value

6(2)

$

through profit or loss
Current bond investments without active

Notes receivable, net
6(4)Other receivables
Inventories, net

4453,545$6(3)marketAccounts receivable, net

11,565,3446(5)Non-current assets
Available-for-sale financial

6(6)assets-non-current
Investments accounted for using equity

6(7)methodProperty, plant and equipment

6(8), 7 and 8

Investment property, net

6(9)298,6141

303,232

1

Deferred tax assets

6(22)92,3191

78,915-

Other non-current assets

6(10) and 8

234,2381

183,6911

4,351,377

17

4,382,390

18

26,293,240

100

24,248,530

100

Non-current Assets
Total Assets$(Continued)

~21~

$

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

December 31, 2014
AMOUNT%

Notes

December 31, 2013
AMOUNT%

Current liabilities
579,040

2

-

1,215

-

3,202,531

12

2,669,584

11

74,185-45,801-

475,0522

393,8102319,927

1

239,967

1

Other current liabilities

60,063-50,013-Current Liabilities

5,035,066

19

3,979,430

16

Short-term borrowings

6(11)

$

Notes payable
Accounts payable
Accounts payable to related parties

7

Other payables
Current tax liabilities

6(22)903,300

48$

Non-current liabilities
Deferred tax liabilities

6(22)485,3782395,542

2

Other non-current liabilities

6(12)54,191-

49,349-539,5692444,8912

5,574,635

21

4,424,321

18

4,307,617

16

4,307,617

18

4,799,075

18

4,799,075

20

Legal reserve

3,053,235

12

2,733,339

11

Unappropriated retained earnings

8,504,167

32

7,975,047

33

54,511

1

9,131

-

parent20,718,605

79

19,824,209

82

Total Equity

20,718,605

79

19,824,209

82

26,293,240

100

24,248,530

100

Non-current Liabilities
Total Liabilities
6(13)Share capital
Common stock6(14)Capital surplus
Capital surplus

6(15)Retained earnings

6(17)Other equity interest
Other equity interest
Total equity attributable to owners ofCommitments and contingent liabilities

9

Significant subsequent event

11

Total Liabilities and Equity$$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 12, 2015.

~22~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(Expressed in thousands of New Taiwan Dollars, except Earnings Per Share)

Items
Notes
Operating Revenue
6(18) and 7
Operating Costs
6(5) and 7
Gross Profit
Operating Expenses
6(21)Sales and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating Profit
Non-operating Income and Expenses
Other income
6(19)Other gains and losses
6(20)Finance costs
Share of gain (loss) of associates and 6(7)joint ventures accounted for underequity method
Total non-operating income andexpensesProfit before Income Tax
Income tax expense
6(22)Profit for the Year
Other Comprehensive Income
Foreign exchange translation
6(17)differences for foreign operations
Unrealized (loss) gain on
6(6)available-for-sale financial assets
Actuarial (loss) gain on defined6(12)benefit plan
Income tax on other comprehensive 6(17)(22)
incomeOther Comprehensive Income for theYear
Total Comprehensive Income
Net Profit attributable to:
Owners of parent
Comprehensive Income attributableto:Owners of parent
Earnings Per Share
Basic earnings per share
Diluted earnings per share$(

For the years ended December 31
2014
2013
AMOUNT%AMOUNT
27,219,495
100 $26,122,390
21,678,630) (80) (21,201,143) (5,540,865
20
4,921,247

(
(
(
(

%
100
81)
19

1,180,034) (439,532) (174,011) (1,793,577) (3,747,288

4) (
1) (
1) (
6) (
14

1,020,315) (392,338) (157,028) (1,569,681) (3,351,566

4)
1)
1)
6)
13

193,524460,0218,209)

11- (130,645
292,2365,900)

1
-

8,330

- (

30,403)-$

653,666
4,400,954
665,749) (3,735,205

2
16
2) (
14 $

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

1
14
2)
12

$

92,968-148,5711(

31,783)

-

2,085

-

(

86)

-

5,387

-

(

15,805)- (25,258)

-

(

(

$

$
$

45,2943,780,499

14$$

130,785
3,329,742

1
13$

3,735,205

14$

3,198,957

12$

3,780,499

14$

3,329,742

13

8.67
8.66

$
$

6(23)
$
$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 12, 2015.
~23~

7.43
7.41

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(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,
donated assets
received

Capital surplus,
net assets frommergerLegal reserve

Unappropriatedretained earnings$ 4,307,617$ 4,975,222$$

35,128$ 2,448,801$

Legal reserve

-

-

-

-

284,538(

284,538 )--Cash dividends

-

-

-

-

-

(

2,584,571 )

-

-

(

2,584,571 )

-

-

-

-

-

-

(

215,381 )Notes

Other equity interest
Currencytranslation
Unrealized gain or
differences ofloss onforeignavailable-for-sale
operations
financial assets

Total equity

For the year ended December 31, 2013
Balance at January 1, 2013
Appropriations of 2012 earnings

4,106

7,639,812($

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

6(15)
-

Change in capital reserve-

Cash distribution of capital reserve(

215,381 )

-

-

-

-

-

3,198,957--

3,198,957

-

-

-

-

-

5,387

123,313

2,085

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

$

4,106

$

35,128$ 2,733,339$

7,975,047$

27,764($

18,633 )$ 19,824,209$ 4,307,617$ 4,759,841

$

4,106

$

35,128$ 2,733,339$

7,975,047$

27,764($

18,633 )$ 19,824,209

Legal reserve

-

-

-

-

319,896(

319,896 )--Cash dividends

-

-

-

-

-

(

2,886,103 )

-

-

-

-

-

-

-

3,735,205

-

-

-

-

-

-

-

(

$ 4,307,617$ 4,759,841

35,128$ 3,053,235$

Net income for the year
Other comprehensive income for the year

6(17)Balance at December 31, 2013
For the year ended December 31, 2014
Balance at January 1, 2014
Appropriations of 2013 earnings

6(15)Net income for the year
Other comprehensive income (loss) for the year
Balance at December 31, 2014

6(17)

$

4,106

$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 12, 2015.

~24~

86 )
8,504,167$(

2,886,103 )
3,735,205

77,163(31,783 )45,294

104,927($

50,416 )$ 20,718,605

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of New Taiwan Dollars)Year ended December 31
2014
2013

Notes
CASH FLOWS FROM OPERATING ACTIVITIESConsolidated profit before tax for the year
Adjustments to reconcile profit before tax to net cash provided by operating
activities:
Income and expenses having no effect on cash flows
Net gains on financial assets at fair value through profit or loss
Gain on disposal of financial assets
Share of (gain) 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
Interest income
Interest expense
Dividend income
Loss (gain) 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 or loss
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 dividends received
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities$

6(2)(20)6(3)(20)
6(7)
6(4)
6(5)
6(21)
6(19)
6(20)
6(20)

4,400,954$

3,738,144((

53,545 ) (13,023 ) (29,979 )112,397 )(8,330 )
13,20050,009236,547
176,359 )8,209
13,781 )
1,800

(
(

30,403
14,9009,668 )
238,147
115,182 )15,074 )
1,916 )

270,451 ) (23,247 )1,339,057 )
8,204 )

29,979160,225 )
39,086
1,156,059
1,708

560,124
81,242
10,0504,756
3,460,894
13,781
170,818
8,209 )
525,162 )3,112,122

610,339 )
67,664 )10,436
5,131 )
4,131,287
15,074
99,8496,728 )
498,742 )3,740,740

(
(

(
(
(
(

(
(

(
(

(
(
(

(
(

CASH FLOWS FROM INVESTING ACTIVITIESDisposal of bond investments without active markets
Acquisition of bond investments without active markets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in investments accounted for using equity method
Increase in other non-current assets
Net cash (used in) provided by investing activities

6(8)
6(8)
6(7)

364,425
862,978 )
23,399 ) (9,939
103,008 )
70,658 ) (685,679 )

(
(
(
(
(

388,276
54,858 )
7,780
6,402 )
334,796

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Payment of cash dividends
Net cash used in financing activities
Effect of foreign exchange rate changes(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

6(15)

(
(
(
$

343,560
2,886,103 ) (2,542,543 ) (41,93974,161 )
11,639,505
11,565,344$

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

~25~

447,3902,799,952 )
2,352,562 )
44,2881,767,262
9,872,243
11,639,505

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

Before the revision

Explanation

Article 1：Elections of directors shall be

Article 1：The directors of this Company

The Company proposes to amend the

conducted in accordance with theseshall be elected in accordance with the“Procedures for Election of Directors” toProcedures.

rules specified herein and all directors

comply with amendment to “Sample

Elections of both directors (including(including independent directors) shall be

Template for XXX Co., Ltd. Procedures

independent directors) at this Corporationelected by adopting the candidate

for Election of Directors andshall be conducted in accordance with thenomination system specified in Article

Supervisors”.

candidate nomination system and192-1 of the Company Act.

procedures set out in Article 192-1 of theCompany Act. This Corporation shallreview the qualifications, education,
working experience, background, and theexistence of any other matters set forth in
Article 30 of the Company Act with respect
to nominee directors and may not arbitrarily
add requirements for documentation ofother qualifications. It shall further provide
the results of the review to shareholders fortheir reference, so that qualified directors
will be elected.
Article 9： The voting rights shall be

Article 9：The ballots should be calculated The Company proposes to amend thecalculated on site immediately after the end during the meeting right after the vote “Procedures for Election of Directors” toof the poll, and the results of the calculation, casting and the results of the election comply with amendment to “Sample
shall be announced by the chair on the site. should be announced by the Chairman at Template for XXX Co., Ltd. Procedures
The ballots for the election referred to in

the meeting.

for Election of Directors andthe preceding paragraph shall be sealed withthe signatures of the monitoring personnel

Supervisors”.
(new)and kept in proper custody for at least one
year. If, however, a shareholder files alawsuit pursuant to Article 189 of theCompany Act, the ballots shall be retained
until the conclusion of the litigation.

- 26 -

Attachment VI
TRANSCEND INFORMATION INC.
THE NOMINATION LIST OF DIRECTORS(NON-INDEPENDENT DIRECTORS)
Name

Education

Experience

Present position

Department of Electrical

Project Manager of■Chief Executive Officer:

Engineering, National

Hewlett-Packard Development- Transcend Information. Inc.

Cheng Kung University

Company, L.P.

■Chairman of the board of

Shares6,723,453

directors:- Taiwan IC Packaging
Corporation■Director:- C-TECH Corporation- Transcend Information Inc.
- Transcend Information
Trading GmbH Hamburg

SHU,■Representative juristic person

CHUNG-WAN- Hitron Technologies Inc.
- WK Technology Fund VI Ltd.
- WK Technology Fund VII
Ltd.
- WK Technology Fund VIIILtd.
■Supervisor- Wan An Technology Inc.
■President- Transcend Information
Trading GmbH Hamburg
Department of Civil■President

None

Engineering, National- Transcend Information. Inc.

Taipei Institute of- Transcend Korea Ltd.

Technology■Chairman of the board of
directors:

SHU,- C-TECH Corporation

CHUNG-CHENG- Cheng Chuan Technology
Development Inc.
- Shu Min Investment Inc.
■Executive director- Taiwan IC Packaging- 27 -

6,072,098

Name

Education

Experience

Present position

SharesCorporation (Representative
juristic person)■Director:- Wan An Technology Inc.
- Won Chin Investment Inc.
- Wan Min Investment Inc.
- Wan Chuan Investment Inc.
- Transcend Information(Shanghai).,Ltd- Saffire Investment Ltd.
- Memhiro Pte. Ltd.
- Transcend Japan Inc- Transcend Korea Ltd.
- Transcend (H.K.) Limited- Transtech Trading(Shanghai)
Co. Ltd.
-Supreme Electronics Co., Ltd.
■Representative juristic person- Taiwan IC Packaging
Corporation
TSENG,

Institute of MechanicalVice President of Transcend

CHUNG-HOand Electromechanical

Information. Inc.

Packaging Corporation

None

Supervisor of Won Chin

President of Taiwan IC

0Engineering, National
SunYat-Sen University
CHUI,

Department of French,

LI-CHU

Tamkang University0

Investment Inc.

Department of

President of China area of

Hsu,

Automatic Control

Transcend Information Inc.

Chia-HsianEngineering, Feng Chia

None

834,244

162,572

University
Department of■Vice President of Transcend

Director of C-TECH

Chiu,

Electronic Engineering,■Supervisor of Transcend

Corporation

Chih-Heng

National Taipei InstituteJapan Inc.

of Technology(INDEPENDENT DIRECTORS)
Name

Education

Experience

Present position

WANG,

Ph.D, Accounting■Professor of Department of■Director of First Financial

YI-HSIN

University of Kentucky

Accounting, National Taipei

Holding Co. Ltd.

- 28 -

Shares0Name

Education

Experience

Present position

University■Independent Director of■Chairperson of Accounting

Bestcom Infotech Corp.

SharesResearch and Development
Foundation■Chairperson of the Institute ofInternal Auditors, ROC■Review Committee of IFRS
of Accounting Research andDevelopment Foundation■Library Curator and Vice
President of National Taipei
University■Professor of Department of
Accounting, National Chung
Hsing University■Master of Business■President of Symphox■Director of Homeyen

Administration,

Information Co., Ltd.

Networks. Co., Ltd.

University of California■President of China area of■Director of Tai Hwa Oil

at Los Angeles

Hewlett-Packard Development

Industrial Co., Ltd.

■Department ofCompany, L.P.

■Independent Director of

Business■CFO of China area of

Lextar Electronics Corporation

Administration,

Hewlett-Packard Development

National ChengChi

Company, L.P.

University■Business Development0

President of Asia area of
CHEN,

Hewlett-Packard Development

YI-LIANG

Company, L.P.
■Financial Vice President of
Taiwan area of Hewlett-Packard
Development Company, L.P.
■Finance manager of Taiwan
area and Sales manager ofsouthern area of
Hewlett-Packard Development
Company, L.P.
■Independent of Director of
Nano-Op Co., Ltd.

CHEN,

Department of Business■Global Executive Vice
- 29 -■Senior Consultant of Head

0

Name
LO-MIN

Education

Experience

Present position

Administration,

President and International

office of Oki Electric Industry

National ChengChi

Chief Operating Officer ofCo., Ltd.

University

Diebold Inc.
■President of Asia area ofDiebold Inc.
■President of Great China
Business division of Royal
Philips■President of China of NCR
China Co., Ltd.
■Vice President of Taiwan
branch of NCR Corp.

- 30 -

Shares