Handbook
for the 2015 Annual Regular Shareholders’Meeting

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.

Transcend Information, Inc.
Handbook for the 2015 Annual Regular Shareholders’ Meeting
TABLE OF CONTENTSMEETING PROCEDURE ........................................................................................................................ 1
MEETING AGENDA ................................................................................................................................ 2
REPORT ITEMS ..................................................................................................................................... 4
PROPOSED ITEMS ................................................................................................................................ 5
DISCUSSION AND ELECTION ITEMS .............................................................................................. 7
OTHER BUSINESS AND SPECIAL MOTION ................................................................................... 8
ATTACHMENT
I：
II：
III：
IV：
V：
VI：

BUSINESS REPORT...................................................................................................................... 9
AUDIT COMMITTEE’S REVIEW REPORT .......................................................................... 112014 SEPERATE FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’REPORT....................................................................................................................................... 122014 CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’REPORT........................................................................................................................................ 19
COMPARISON TABLE FOR THE “PROCEDURES FOR ELECTION OF DIRECTOR” ... 26
THE NOMINATION LIST OF DIRECTOR ............................................................................... 27

APPENDIXRULES AND PROCEDURES OF SHAREHOLDERS’ MEETING ............................................ 31
I：
ARTICLES OF INCORPORATION ............................................................................................. 34
II：
III： PROCEDURES FOR ELECTION OF DIRECTOR（Before amendment） .............................. 40
IV： SHAREHOLDINGS OF ALL DIRECTORS................................................................................. 42

Transcend Information, Inc.
2015 ANNUAL REGULAR SHAREHOLDERS’ MEETING PROCEDURE

1. Call the Meeting to Order
2. Chairman's Remarks
3. Report Items
4. Proposed Items
5. Discussion and Election Items
6. Special Motions
7. Meeting Adjourned- 1 -Transcend Information, Inc.
2015 ANNUAL REGULAR SHAREHOLDERS’ MEETING AGENDA(Translation)
Time: 9:00 a.m., June 12, 2015
Place: Transcend Information, Inc. (No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan)
Chairman's Remarks
I. Report Items(1) The business conditions of 2014
(2) Audit Committee’s review report(3) The status of endorsements and guarantees

II. Proposed Items(1) Adoption of 2014 Business Report and Financial Statements(2) Adoption of the proposal for distribution of 2014 earnings
III. Discussion And Election Items(1) Approval of the Amendment to “Procedures for Election of Directors”(2) Election of Directors(3) Proposal to release the Directors from non-competition restrictions

IV. Special Motions- 2 -V. Meeting Adjourned- 3 -I. Report Items(1) The business conditions of 2014
Explanatory Notes: Please refer to page 9 to 10 for Attachment I.
(2) Audit Committee’s review report
Explanatory Notes: Please refer to page 11 for 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.

- 4 -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 page 9 to 10 for Attachment I, andpage 12 to 25 for Attachment III and IV)
b. It is submitted for ratification.
Resolution:(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:- 5 -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- 6 -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 page 26 for Attachment V: the comparison table for the “Procedures for Election of
Directors” before and after revision.
c. It is submitted for approval.
Resolution:

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 page 27 for Attachment VI: the nomination list of
directors.
d. It is submitted for election.
Resolution:- 7 -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.
b. It is submitted for approval.
Resolution:

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.
- 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
Corporation (Representative- 27 -

6,072,098

Name

Education

Experience

Present position

Sharesjuristic 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,CHUNG-HO

Institute of MechanicalVice President of Transcend

President of Taiwan IC

and Electromechanical

Information. Inc.

Packaging Corporation

None

Supervisor of Won Chin0

Engineering, 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

Chiu,
Chih-Heng

Department of■Vice President of Transcend

Director of C-TECH

Electronic Engineering,■Supervisor of Transcend

Corporation

National Taipei InstituteJapan Inc.

of Technology(INDEPENDENT DIRECTORS)
Name
WANG,
YI-HSIN

Education

Experience

Present position

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

University of Kentucky

Accounting, National Taipei

Holding Co. Ltd.

University■Independent Director of- 28 -

Shares0Name

Education

Experience■Chairperson of Accounting

Present position

SharesBestcom Infotech Corp.

Research 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

■Senior Consultant of Head

LO-MIN

Administration,

President and International

office of Oki Electric Industry- 29 -0Name

Education

Experience

National ChengChi

Chief Operating Officer ofUniversity

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 -

Present position
Co., Ltd.

SharesAPPENDIX I
TRANSCEND INFORMATION INC.
RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING
Article 1：Except for the regulation, regular Shareholders' Meeting of the Company (the "Meeting") shall be conducted inaccordance with these Rules and Procedures.
Article 2：An attendance book shall be prepared for signing in of the attended shareholders in the Shareholders' Meeting, or attended
shareholders shall submit the attendance card for the purpose of signing in. The number of shares represented by attended
shareholders shall be calculated in accordance with the attendance book signing by the shareholders and the attendancecards submitted by the shareholders.
Article 3：The attendance and voting of Shareholders' Meeting shall be calculated based on the shares.
Article 4：The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for theshareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
Article 5：The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting isconvened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the
Meeting, the Vice Chairman of the Board of Directors shall preside at the Meeting. If, no Vice Chairman or for any
reason, the Vice Chairman of the Board of Directors cannot preside at the Meeting, the chairman may designate one
managing director to do so on the chairman's behalf. If there is no managing director, the chairman may designate one
director to preside at the Meeting. If the chairman does not designate a representative, the managing directors or directors
shall mutually select a chair from among themselves..
If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman topreside at the Meeting. When two or more parties meet this description, they shall mutually select a chair from among
themselves.
Article 6：The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handlingaffairs of the Meeting shall wear identification cards or badges.
Article 7： The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.

Article 8：Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by theshareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, thechairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most andMeeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet
be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares,
tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic ofChina.
- 31 -

If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes
sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval inaccordance with Article 174 of the Company Law of the Republic of China.

Article 9：The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors.
Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the
Board of Directors, entitled to convene such Meeting.
Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the
discussion items (including special motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after
the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules andProcedures, the shareholders may designate, by a majority of votes represented by attended shareholders, one person as
chairman to continue the Meeting.

Article 10：When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the
speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence ofspeeches by shareholders should be decided by the chairman.
If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed tohave been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with thecontents of the Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speechesof the other shareholders, otherwise the chairman shall stop such interruption.

Article 11：Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than twotimes (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or
exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

Article 12：Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one
representative to attend the Meeting.
If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative canspeak for each discussion item.

Article 13：After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 14：The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it- 32 -

appropriate.

Article 15：The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by thechairman. The person(s) checking the ballots shall be a shareholder(s).
The result of voting shall be announced at the Meeting and placed on record.

Article 16：During the Meeting, the chairman may, at his discretion, set time for intermission.

Article 17：Except otherwise specified in the Company Law or the Articles of Incorporation of the Company, a resolution shall be
adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall bedeemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after
solicitation by the chairman.

Article 18：If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for suchdiscussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemedvetoed and no further voting is necessary.

Article 19：The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place.
Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification
purpose.

Article 20：These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same
applies in case of revision.

- 33 -

APPENDIX II
TRANSCEND INFORMATION INC.
ARTICLES OF INCORPORATION
Section I - General Provisions
Article 1：The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China,
and its name shall be 創見資訊股份有限公司 in the Chinese language, and Transcend Information, Inc. in the English
language.

Article 2：The scope of business of the Corporation shall be as follows:
1.

CC01110 Computers and Computing Peripheral Equipments Manufacturing2.

CC01120 Data Storage Media Manufacturing and Duplicating

3.

F113050 Wholesale of Computing and Business Machinery Equipment

4.

F118010 Wholesale of Computer Software

5.

F119010 Wholesale of Electronic Materials

6.

F401010 International Trade

7.

I301010 Software Design Services

8.

CC01080 Electronic Parts and Components Manufacturing

9.

F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

10. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
11. ZZ99999 In addition to licensing business, business law may prohibit or restrict non-business.

Article 3：The Corporation shall have its head office in Taipei City, Taiwan, Republic of China, and shall be free, upon the
resolutions of Board of Directors to set up branch offices in Republic of China and abroad wherever and whenever the
Corporation deems it necessary or advisable to carry out any or all of its activities.

Article 4：The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percentof the Corporation’s paid-up capital as provided in the Company Law but shall not be more than the Corporation’s
paid-up capital. The Corporation may provide endorsement and guarantee and act as a guarantor. Any matters regarding
the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.

Article 5：Public announcements of the Corporation shall be made in accordance with the Article 28 of the Company Act.

Section II - Capital Stock
Article 6：The total capital stock of the Corporation shall be in the amount of 5,000,000,000 New Taiwan Dollars, divided into
500,000,000 shares, at ten New Taiwan Dollars each. The Board of directors is authorized to issue the shares in separate
installments as required. A total of 25,000,000 shares among the above total capital stock should be reserved for issuing
employee stock options. The Board of directors is authorized to issue employee stock options from time to time.
- 34 -

Article 6-1：If the Corporation issue employee stock options on the exercise price under the market price, it shall be issued after the
resolution of the Shareholders’ meetings in accordance with relevant rules and regulations of the Republic of China.

Article 6-2：The Corporation may issue shares without printing share certificate(s), but shares issued shall be registered with asecurities depository enterprise.

Article 7：All stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for
Public Companies”.

Article 8：Registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting ofshareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before theday on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

Section III - Shareholders’’ meetings
Article 9：Shareholders’ meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings.
Regular meetings shall be convened within 6 months after the close of each fiscal year. special meetings may be
convened in accordance with applicable laws and regulations whenever necessary. Written notices shall be sent to allshareholders for the convening of shareholders’ meetings, at least 30 days in advance, in case of regular meetings; andat least 15 days in advance, in case of special meetings.
Article 10：If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend it by using the proxy form issued by
the Company and specifying the scope of proxy. Shareholder attendance by proxy shall be subject to the Company Law
and also to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies
issued by the competent authority.
Article 11：Each share of stock shall be entitled to one vote.
Article 12：Except as provided in the Company Law of the Republic of China, shareholders’meetings may be held if attended byshareholders more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions
shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at themeeting. Pursuant to Article 177-1 of the Company Act, the shareholders may vote via written form or an electronic
voting system, and the manner or voting shall be clearly stated in each meeting notice.

Section IV - Directors
Article 13：The Corporation shall have seven to eleven Directors. The Board of Directors is authorized to determine the number of
Directors, to be elected by the shareholders meeting from among candidates with legal capacity. The term of office for
Directors shall be 3 years, and all Directors shall be eligible for re-election. Once the term of office is expired and it
can’t elect directors immediately, directors can extend and continue the performance of their duties until the electionof directors to take office. The aggregate shareholding percentages of the entire bodies of directors shall comply with- 35 -

the regulations prescribed by the securities supervisory authorities. The board of directors is authorized to resolve therates of directors’ remuneration based on the extent of their participation in the Company’s business operations orvalue of their contribution, at a level consistent with general practices in the industry. The company may acquireliability insurance for all directors within their term of office, and the board of directors is authorized to resolute thescope of insurance.
Article 13-1：To harmonize with Article 14-2 of the Securities and Exchange Act, there shall be at least three independent directors
among the Company's directors. A candidate nomination system shall be adopted, and the shareholders meeting shallelect all directors (including independent directors) from among those listed on the slate of director candidates. The
relevant regulations of the competent securities authority shall be followed regarding the professional qualifications,shareholding, moonlighting restrictions, nomination and election, and other compliance requirements regarding
independent directors.
Article 13-2：In compliance with Articles 14-4 of the ROC Securities and Exchange Law, the Corporation shall establish an Audit
Committee, which shall consist of all independent directors. The Audit Committee shall exercise their functions inaccordance with the ROC Company Law, Securities and Exchange Law, other relevant regulations and the procedure ofcorporation.
Article 13-3：(Deleted)
Article 14：The board of directors shall consist of the directors of the company, and the chairman of the board of directors shall beelected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds ofthe directors. The chairman of the board of directors shall represent the Company in external matters. The board of
director may set up any functional committee.
Article 15：Board of Directors Meetings shall be convened by the Chairman of the Board of Directors. Except as otherwise provided
in the Company Law of the Republic of China, a meeting of the Board of Directors may be held if attended by amajority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present
at the meeting.
Article 15-1：Each director shall be given at least 7 days advance notice of the convening of a board of directors meeting of the
Corporation. In emergency circumstances, however, a meeting may be convinced on shorter notice. The meeting noticereferred to in the preceding paragraph shall specify the reasons for convening the meeting, and shall be made in writing,by e-mail, or by facsimile.
Article 16：The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. If the Chairman of theBoard of Directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be
designated in accordance with Article 208 of the Company Act. Directors shall attend meetings of the board of directors
in person. If a director is unavailable to attend a meeting in person, the director may appoint a proxy for the given
meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the
director's behalf, provided that a director may represent only one other director at a meeting.

- 36 -

Article 17：The Board of the Directors is organized by directors, the duties are as follows:1.

To propose concerning appropriation of net profits or covering of losses.

2.

To propose increasing or decreasing capital3.

To establish or dissolve branches

4.

To approve budget and final reports

5.

Other duties in accordance with Company Act or given by the resolution of shareholders’meeting

Article 18：(Deleted)

Article 19：(Deleted)

Section V - Managerial Officers
Article 20：The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled inaccordance with Article 29 of the Company Act.

Section VI - Accounting
Article 21：After the close of each fiscal year, the Board of Directors shall prepare 1.Business Report 2. Financial Statements and3.Proposal Concerning Appropriation of Net Profits or Covering of Losses, and submitted to the regular shareholders’meeting for acceptance:
Article 22：If the Company has earnings after the annual final accounting, it shall be allocated in the following order:
1. To pay taxes.
2. To cover accumulated losses, if any.
3. To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of theCompany’s authorized capital.
4. To set aside special reserve in accordance with the regulations
5. To reserve certain amount, on the premise that there is no effect on the Company’s normal operations and no
violation of regulations, for maintaining stability of dividends.
6. To pay remuneration to directors and supervisors at 0.2% of the balance after withholding the amounts undersubparagraphs 1 to 5.
7. To pay bonus to employees at 1% minimum of the balance after withholding the amounts under subparagraphs 1 to 5.
(The employees to receive stock bonus may include Transcend’s employees and employees serving with affiliates
who meet specific requirements. Such specific requirements shall be prescribed by the board of directors.)
8. For any remainder, the board of directors shall propose allocation ratios and propose them at the shareholders’meeting.
Regarding the special reserve under subparagraphs 4, the Company shall set aside special reserve, equal to the debit- 37 -

balance which happen at the current year on other equity items (including Unrealized loss on financial instrument,
cumulative translation adjustment, and unrecognized pension cost, which can be combined if there are unrealized gain.),from the current earnings after tax and unappropriated retained earnings prior year. If the debit balance is cumulative
before, the Company shall set aside special reserve not to distribute it from the unappropriated retained earnings prioryear. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the
distributable earnings.
Article 22-1：The Company distributes dividends taking into consideration the Company's economic environment and growth phases,
future demands of funds, long-term financial planning, and the cash flows that the stockholders desire. Cash dividends
shall account for at least 5% of the total dividend distributed.

Section VII - Supplementary Provisions
Article 23：In regard to all matters not provided for in these Articles of Incorporation, the Company Act of the Republic of China
shall govern.
Article 24：These Articles of Incorporation were adopted on August 23, 1989.
The first amendment was made on January 28, 1991.
The second amendment was made on May 25, 1992.
The third amendment was made on September 1, 1992.
The fourth amendment was made on July 30, 1994.
The fifth amendment was made on June 8, 1995.
The sixth amendment was made on July 8, 1997.
The seventh amendment was made on August 15, 1997.
The eighth amendment was made on September 12, 1997.
The ninth amendment was made on June 20, 1998.
The 10th amendment was made on September 15, 1998.
The 11th amendment was made on June 12, 1999.
The 12th amendment was made on April 15, 2000.
The 13th amendment was made on April 9, 2001.
The 14th amendment was made on June 10, 2002.
The 15th amendment was made on June 3, 2003.
The 16th amendment was made on June 11, 2004.
The 17th amendment was made on June 13, 2005.
The 18th amendment was made on June 14, 2006.
The 19th amendment was made on June 11, 2007.
The 20th amendment was made on June 13, 2008.
The 21th amendment was made on June 16, 2009.
The 22th amendment was made on June 17, 2010.
The 23th amendment was made on June 10, 2011.
- 38 -

The 24th amendment was made on January 5, 2012.
The 25th amendment was made on June 13, 2013.
The 26th amendment was made on June 12, 2014.

Transcend Information Inc.
Chairperson: Shu, Chung-Wan- 39 -

APPENDIX III
TRANSCEND INFORMATION INC.
PROCEDURES FOR ELECTION OF DIRECTOR（Before amendment）
Article 1：The directors of this Company shall be elected in accordance with the rules specified herein. This Company’s
independent directors shall be elected by adopting the candidate nomination system specified in Article 192-1 of theCompany Act.
Article 2：In the election of directors of this Company, each share shall have voting rights equivalent to the number of seats to beelected and such voting rights can be combined to vote for one person or divided to vote for several persons. The electionof independent directors and non-independent directors shall be held together; provided, however, that the number of
independent directors and non-independent directors elected shall be calculated separately.

Article 3：The Board of Directors shall prepare ballots equivalent to the number of seats to be elected and note the number of voting
rights to distribute to the attended shareholders.

Article 4：Before the election, the Chairman shall appoint several persons each to check and record the ballots to carry out related
duties.

Article 5：In the election of directors of this Company, the ballot box used for voting shall be prepared by Board of Directors andchecked in public by the person to check the ballots before voting.

Article 6：If the candidate is a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name andshareholder's number. If the candidate is not a shareholder of this Company, voters shall fill in the "candidate" column thecandidate's name and the candidate's ID number. If the candidate is a government agency or a legal entity, the full nameof the government agency or the legal entity or the name of their representative shall be filled in the column. When there
are several representatives, the name of their representative must be filled in the column, respectively.

Article 7：Ballots shall be deemed void under the following conditions:
1. Ballots not prepared in accordance with the rules;
2. Blank ballots placed in the ballot box;
3. Illegible writing or altered ballots;
4. If the candidate is a shareholder of this Company, the name or shareholder's number of the candidate filled in theballot inconsistent with the shareholders' register. If the candidate is not a shareholder of this Company, the name or
ID number of the candidate filled in the ballot is incorrect;
5. Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number)and the number of votes cast for the candidate;
6. Ballots not filled in the candidate's name or shareholder's number (ID number);- 40 -

7. Two or more candidates filled in one ballot.
Article 8：In the election of directors equal to the number stated in the Article of Incorporation of this Company, candidates who
acquire more votes sequentially should win the seats of directors. If two or more persons acquire the same number ofvotes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shalldraw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who
is not present. If the director elected was checked that his/ her personal information is un-conformed or he/ she is notapplied for related regulations, the position left vacant by such decision shall be filled by the candidate with the next
highest number of votes in the original election.

Article 9：The ballots should be calculated during the meeting right after the vote casting and the results of the election should beannounced by the Chairman at the meeting.

Article 10：This Company shall issue notifications to the directors elected.

Article 11：Matters on which these Bylaws are silent shall be handled in accordance with the Articles of Incorporation of the
Corporation, the Company Act, and applicable laws and regulations.

Article 12：These Rules shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case ofrevision.

- 41 -

APPENDIX IV
TRANSCEND INFORMATION INC.
SHAREHOLDINGS OF ALL DIRECTORS
1. Minimum Required Shareholding and Shareholding of all Directors:
Title
Minimum Required Shareholding by
Current Shareholding
all Directors(Shares)
Directors

72,182,240

16,000,000

Note 1: The period of Book closure is from April 14, 2015 to June 12, 2015.
Note 2: The Company has three independent directors, and the minimum required shareholding by all
Directors except for independent directors is downsized to 80% of the minimum required
based on Article 2, paragraph 2 of “Rules and Review Procedures for Director and Supervisor
Share Ownership Ratios at Public Companies”.
2. Company’s current Directors’ shareholding are as follows on April 14, 2015:
Title

Name

Current Shareholding(Shares)

Chairperson

SHU,CHUNG-WAN

6,723,453

Director

SHU,CHUNG-CHENG

6,072,098

Director

NIE,JEIH-SIE

0

Director

FAN,CHENG-JYU
Wan Chuan Investment Inc.
Representative：TSENG, CHUNG-HO
Wan Min Investment Inc.
Representative：CHUI, LI-CHU
CDIB Private Equity Corp.
Representative：YANG,KAI-CHAN
CHEN,SHIH-HUNG

0

Director
Director
Director
Director

29,545,896
29,711,397
90,93338,463

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

0

Independent Director WANG,YI-HSIN

0

0

Total

72,182,240- 42 -