CATCHER TECHNOLOGY CO., LTD 2016 ANNUAL SHAREHOLDERS’ MEETING Minutes

(Translation)

DISCLAIMER:

For the convenience of readers, the procedure, agenda, attachments, resolutions, meeting minutes and appendix of CATCHER’s Annual Shareholders’ meeting have been translated into English from the original Chinese version prepared and used in Taiwan, the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

Time: 10:00 a.m., May 19, 2016 Place: 5F Banquet Hall B Tayih Landis Tainan Hotel.(No.660, Section 1, Shi-Men Road, Tainan City) Total outstanding Catcher shares: 770,391,069 shares Total shares represented by shareholders present in person or by proxy: 632,007,679 shares (including votes casted electronically of 475,244,664 shares) Percentage of shares held by shareholders present in person or by proxy: 82.04% Chairman: Shui- Shu Hung, the Chairman of the Board of Directors Recorder: Chien-Hui Shen Participants: Shui-Sung Hung, Director Ming-Long Wang, Director Lih-Chyun Shu, Independent Director Mon-Huan Lei, Independent Director James Wu, Vice President Hung- Ju Liao, Independent Auditor

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

A. Chairman’s Address (omitted)

B. Discussion Items (1)

I. To amend the Articles of Incorporation (Proposed by the Board of Directors) Explanatory Notes:

• (1) To conform to the amendments to Company Act issued by Ministry of Economic Affairs on 2015/06/11.

(2) The comparison tables for the aforementioned internal rules before and after revisions are attached hereto as Attachments I

Voting Results: Shares present at the time of voting: 631,906,379

*including votes casted electronically (number in brackets)

RESOLVED, that the amendments to Company Act were accepted as submitted.

C. Report Items:

• I. To report the business of 2015

Explanatory Notes: Please refer to Attachment II.

II. Audit Committee’s review report of 2015 Explanatory Notes: Please refer to Attachment III.

III. To report the distribution of compensation for employees and directors Explanatory Notes: Please refer to Attachment IV

IV. To report the status of indirect investment in mainland China

Explanatory Notes: The Company’s indirect investments in China during 2015:

D. Proposed Resolutions

1. To accept 2015 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanatory Notes:

(1) CATCHER’s 2015 Financial Statements, including Balance Sheets, Income Statements, Statements of Changes in Shareholders’ Equity, and Cash Flow Statements, were approved by board of directors. The Financial Statements were audited by independent auditors, Mr. Hung Ju Liao and Mr. Chun Chi Kung, of Deloitte & Touche and also reviewed by Audit Committee. The aforementioned Financial Statements and Auditors’ report are attached hereto as Attachments V.

(2) Please accept the 2015 Business Report, Financial Statements, and Consolidated Financial Statements.

*including votes casted electronically (number in brackets)

RESOLVED, that the 2015 Business Report, Financial Statements and Consolidated Financial Statements be and hereby were accepted as submitted.

1. To approve the proposal for distribution of 2015 profits (Proposed by the Board of Directors)

Explanatory Notes:

(1) The proposed profits distribution is allocated from Retained Earnings in 2015 Available for Distribution. Please accept the proposal for profits distribution as below, which was approved by Board of Directors in accordance with Articles of Incorporation.

(2)The total proposed cash dividend amounts are NTD 7,703,910,690, equivalent to NTD 10 per share based on 770,391,069 outstanding shares as of the book closure date of 2016 Annual General Meeting. The total amount of common shares outstanding may change and the ultimate cash dividend to be distributed to each common share may need to be adjusted accordingly.

(3) It is proposed that the Board of Directors of CATCHER should be authorized to adjust the cash dividend to be distributed to each common share based on the total amount of profits resolved to be distributed and the number of actual common shares outstanding on the record date for distribution.

CATCHER Technology Profits Distribution for 2015

Unit: NTD

Retained Earnings at the beginning of this period $46,621,345,844 Adjustment in Retained Earnings from equity-method investment (19,524) Adjustment in Retained Earnings from benefit plans (1,954,950) Retained Earnings after adjustment 46,619,371,370 Profits for current year 25,120,856,562 Minus: Legal Reserve (2,512,085,656) Retained Earnings Available for Distribution 69,228,142,276 Dividends- Cash (NTD 10 per share) (7,703,910,690) Retained Earnings at the end of this period $61,524,231,586

• (1) The dividends distributed come from 2015 profits

• (2) The cash dividend will be rounded till dollar. All cash dividend less than one dollar will be transferred into other revenues of the company.

Voting Results: Shares present at the time of voting: 632,007,679

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

(A shareholder advised the Company to reduce capital in order to raise share price. The said inquiring was supplemented and explained by the Chairman.)

• E. Discussion Items (2) and Election

• To approve the issuance of new common shares for cash and/or issuance of Global Depository Receipt (GDR) (Proposed by the Board of Directors)

Explanatory Notes:

In order to expand capacity in the future, enrich working capital, meet the other funding needs for long-term development, or get more diversified and flexible funding sources, it is hereby proposed that the shareholders meeting to authorize the Board of Directors ("Board") to raise fund , depending on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising method(s), to issue new commons shares for cash in public offering and/or issue Global Depository Receipt (GDR), in accordance with the applicable laws and regulations and the following fund raising method principles.

• (1) Authorizing Board for the Issuance of new common shares for cash to sponsor GDR Offering :

• (i) The issuance of new shares is limit to a maximum of 50,000,000 shares. The Board of Directors and Chairman of CATCHER are authorized to adjust the new issuance of the common shares based on the aforementioned maximum quota.

• (ii) The issue price of the new common shares will be decided with reference to the closing price of the Company’s common shares on the pricing date or the average of the closing price of the Company’s common shares for 1, 3 or 5 trading days prior to the pricing date (referred to hereinafter as the "reference price"). The actual price shall not be less than 90% of the reference price. The Chairman is authorized to determine the actual issue price in accordance with market conditions or regulation requirements. The reference price and the actual price will be decided in accordance with market practice and applicable law. In addition, assuming that the Company issues 50,000,000 common shares which are approximately 6.5% of the Company’s total outstanding common shares prior to the record date for the Company’s 2016 annual shareholders meeting. Given that the issuance of new shares is going to enhance company’s competiveness and then increase shareholders’ value, thus it is unlikely that such issuance will have a material dilutive effect on the holding of the current existing shareholders.

• (iii) Except for 10% -15% of the new common shares shall be allocated for the employees' subscription in accordance with the applicable law, it is proposed for the shareholders meeting to approve the rights to subscribe to the remaining shares shall be waived by the shareholders and such remaining shares should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the global depositary shares to be sold in the DR Offering. Any new common shares not subscribed by employees of the Company shall be determined by the Chairman, depending on the market needs, to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s).

• (iv) The uses of the proceeds of this issuance are for building facilities or purchasing factories, equipments, materials, or to repay bank loans, re-invest, enrich working capital, which are expect to complete in 3 years.

• (v) The Board/Chairman are authorized to determine or adjust the major terms of this new issuance , including but not limit to the issue price, issuance shares /amount, terms, uses/sources of fund, schedule, and results etc., according to the market condition or regulatory requirement.

• (vi) To complete the issuance, the board, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with the issuance of the new common shares to sponsor the GDR Offering.

• (vii) After the approval of this offering by authorities, the Chairman is authorized to handle or complete all the process or matters with regard to the issuance of new shares.

• (viii) The Chairman is authorized to handle all matters which are not addressed herein in accordance with the applicable laws and regulations.

• II. Authorizing Board for the Issuance of new common shares for cash in public offering:

  • (i) The issuance of new shares for cash in public offering is limit to a maximum of 50,000,000 shares.

  • (ii) The par value of the new common shares to be issued per share is NT$10. It is proposed to authorize the Chairman to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the relevant provisions of the Chinese Securities Association Regulations Governing Underwriters’ Assistance in Offering and Issuance of Securities by Issuing Companies and the market conditions which issue price shall be reported to the regulatory authority before issuance.

  • (iii) It is proposed to authorize the Board to choose either of the following methods to sell the new shares in the public offering through the underwriter(s) ： (a) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed for the shareholders meeting to approve the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of the Securities and Exchange Act and such remaining shares will be offered to the public via book building. It is proposed that any new common shares not subscribed by employees of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price. (b)

    • (1) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed that 10% of the new shares to be sold to the public through the underwriter(s) and the remaining shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. It is proposed that any new common shares not subscribed by employees and shareholders of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.

The Chairman is authorized to choose the method of issuance in public offering, and to handle all matters which are not addressed herein in accordance with the

applicable laws and regulations.

(2) It is proposed to authorize the Chairman to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the relevant provisions of the Chinese Securities Association Regulations Governing Underwriters’ Assistance in Offering and Issuance of Securities by Issuing Companies and the market conditions which issue price shall be reported to the regulatory authority before issuance.

• (iv) The rights of the new shares are equivalent to the current outstanding shares’. (v) The uses of the proceeds of this issuance are for building facilities or purchasing factories, equipments, materials, or to repay bank loans, re-invest, enrich working capital, which are expect to complete in 3 years. The execution of the plan is expected to enhance the competitiveness and the operating efficiency of the Company, which shall benefit the shareholders.

• (vi) The Chairman is authorized to determine or adjust the major terms of this new issuance, including but not limit to the issue price, shares issuance/amount, terms, uses/sources of fund, schedule, and results etc., with consideration the market condition or regulatory requirements.

• (vii) After the approval of this offering by authorities, the Chairman is authorized to determine the matters related to the issuance, including but not limit to record date…etc.

• (viii) The board is authorized to handle, complete, or adjust all the process or issues with regard to the issuance of new shares, according to any market condition or regulatory requirement.

• (ix) The Chairman is authorized to handle all matters which are not addressed herein in accordance with the applicable laws and regulations.

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal was approved.

(A shareholder advised not to propose the fund-raising plan if no needs, in order to avoid confusion among investors and a shareholder inquired why the Company doesn’t repay the debts with sufficient funds and what the operating target is for the Company. The said inquiring was supplemented and explained by the Chairman.)

1. To Elect New Directors (Proposed by the Board of Directors)

Explanatory Notes: (1) The three-year term of 7 Directors of the Board will end on 2016/06/12. Accordingly, the Company proposes to duly elect new Board members at this year’s Annual General Meeting of Shareholders according to Articles of Incorporation (2) The shareholders’ meeting shall elect 7 Directors, including 3 Independent Directors. Their three-year term will start from 2016/05/19 to 2019/05/18. The incumbent Directors will be dismissed after the re-election of the Directors based on the Article 12 of Articles of Incorporation. (3) According to Articles of Incorporation, a total of 3 Independent Directors shall be elected from the nomination list prepared by the Company. The qualification of the 3 nominated Independent Directors has been reviewed by the Board meeting on 2016/04/06. Personal information of the 3 nominees is as follows:

Voting Results:

1. To approve the proposal of releasing the prohibition on directors from participation in competitive business

Explanatory Notes: Proposal for releasing the prohibition on directors from participation in competitive business in the presumption that the behavior may not harm the Company’s benefits.

Voting Results: Shares present at the time of voting: 632,007,679

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal was not approved.

(A shareholder advised the Company to prohibit the directors of the Company from participation in competitive business. The said inquiring was supplemented and explained by the Chairman.)

F. Other Business and Special Motion

A shareholder advised the Company to reduce Capital in order to make the Company more competitive.

A shareholder advised the Company to disclose first quarter results and the outlook for the next 2-3 years in the annual report. The said inquiring was supplemented and explained by

the Chairman and Vice President.

• G. Meeting Adjourned

• H. (Meeting was adjourned at 11:18AM on the same day)

• I. (The minutes of 2016 annual general shareholders’ meeting recorded the key points of the meeting and only noted the voting results of each resolution or discussion item. The content and process of the meeting and the inquiries of the shareholders should refer to the records and the videos of the meeting. )

Attachment I

“Articles of Incorporation” (Comparison Table for the Before and After Revision)

the Board could decide to distribute in stocks or cash. The employees to receive compensation may include certain qualified employees from affiliate companies. The Board could also decide no more than 1 percent of the abovementioned profit as compensation for Directors. The distribution of compensation for employees and Directors should be reported during Shareholders’ Meeting. However, when there’s accumulated losses, the Company shall reserve certain amount to compensate the accumulated losses and then distribute the profits to employees and Directors based on the abovementioned percentage. Article 20 Article 20 Add the record for revising the Articles of These Article of Incorporation were These Article of Incorporation Incorporation enacted on Sep. 19, 1984 and were enacted on Sep. 19, 1984 amended on Jun. 12, 1986 for the and amended on Jun. 12, 1986 for first time, on Jul 22, 1986 for the the first time, on Jul 22, 1986 for second time, on Mar. 16, 1989 for the second time, on Mar. 16, 1989 the third time, on Jun. 13, 1990 for for the third time, on Jun. 13, 1990 the fourth time, on Jul. 27, 1992 for for the fourth time, on Jul. 27, the fifth time, on Oct. 1, 1992 for the 1992 for the fifth time, on Oct. 1, sixth time, on Jun. 20, 1994 for the 1992 for the sixth time, on Jun. seventh time, on Apr. 27, 1996 for 20, 1994 for the seventh time, on the eighth time, on Sep. 13, 1996 Apr. 27, 1996 for the eighth time, for the ninth time, on Jan. 31, 1997 on Sep. 13, 1996 for the ninth for the tenth time, on Jul 10, 1997 time, on Jan. 31, 1997 for the for the eleventh time, on Sep. 27, tenth time, on Jul 10, 1997 for the 1997 for the twelfth time, on Jun 21, eleventh time, on Sep. 27, 1997 1998 for the thirteenth time, on Nov for the twelfth time, on Jun 21, 2, 1998 for the fourteenth time, on 1998 for the thirteenth time, on Mar. 18, 1999 for the fifteenth time, Nov 2, 1998 for the fourteenth on Apr. 24, 2000 for the sixteenth time, on Mar. 18, 1999 for the time, on Jun. 12, 2001 for the fifteenth time, on Apr. 24, 2000 for seventeenth time, on May 30, 2002 the sixteenth time, on Jun. 12, for the eighteenth time, on May 6, 2001 for the seventeenth time, on 2003 for the nineteenth time, on May 30, 2002 for the eighteenth May 24, 2004 for the twentieth time, time, on May 6, 2003 for the on May 24, 2004 for the twenty-first nineteenth time, on May 24, 2004 time, on May 31, 2005 for the for the twentieth time, on May 24, twenty-second time, on May 30, 2004 for the twenty-first time, on 2006 for the twenty-third time, on May 31, 2005 for the June. 28, 2007 for twenty-fourth twenty-second time, on May 30,

Attachment I: Articles of Incorporation (After Revision)

Chapter 1: General Provisions

Article 1

The Company is organized as a company limited by shares and permanently existing in accordance with the Company Act of the Republic of China (the “Company Act”) and the Company’s English name is Catcher Technology Co., Ltd.

Article 2

The scope of business of the Company shall be as follows:

1. CA01090 Aluminum molding business

2. CA01150 Magnesium molding business

3. CA01990 Other non-metal business

4. CC01110 Computer and peripheral manufacturing business

5. CB01010 Machinery and equipment manufacturing business

6. F401010 International trade business

7. CA02080 Metal forging business

8. CB01990 Other mechanical manufacturing business

9. C805050 Industrial plastic manufacturing business

10. 10.CA04010 Surface treatment business

11. 11.CQ01010 Mode manufacturing business

12. 12.ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations

Article 2-1

The Company may handle endorsement and guaranty affairs in accordance with the Procedures for the Endorsement and Guaranty of the Company if there is any business need.

Article 2-2

The Company may invest in other businesses which have been approved by the board of directors. The total investment amount may exceed 40% of the total paid-in capital of the Company, which the regulations stated in Article 13 of the Company Act.

Article 3

The head office of the Company is located in Tainan City, Taiwan, the Republic of China (“R.O.C.”). Subject to the approval of the board of directors and, the Company may, if necessary, set up subsidiaries, branches, or branch offices within or outside the territory of the Republic of China.

Article 4

Public announcements of the Company shall be made in accordance with the provisions of Article 28 of Company Act.

Chapter 2: Shares

Article 5

The registered capital of the Company shall be NT$10,000,000,000, divided into 1,000,000,000 common shares with a par value of NT$10 per share. All the shares shall be issued in increments.

A total of 23,000,000 shares shall be set aside from the aforementioned common shares for the use as employee Stock Warrants, and the board of directors are authorized to issue by increments.

Article 5-1

For issuance of Stock Warrants where the price is less than the market price (book value) of the Company shares, or where the price of the treasury stocks to be transferred to the employees is less than the average price of the repurchased shares, shareholders representing the majority of the issued shares shall be present and approval by at least 2/3 of the presenting shareholders shall be required.

Article 6

The share certificates of the Company shall be all in registered form. The share certificates, after due registration with the competent authority, shall be signed or sealed by at least three directors and shall be legally authenticated prior to issue. The share certificates issued by the Company may be jointly exchanged for the share certificates with a larger par value.

Article 6-1

Any affair with regard to the shares of the Company shall be handled in accordance with the Guidelines for Handling Stock Affairs by a Public Issuing Company.

Article 6-2

The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities. The Company shall arrange for such shares to be recorded by a centralized securities custodian institution.

Article 7

Registration for transfer of shares shall be suspended sixty days immediately before the date

of general shareholders’ meeting, and thirty days immediately before the date of any

extraordinary shareholders’ meeting, or within five days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

Chapter 3: Shareholders’ Meetings

Article 8

Shareholders’ meetings shall be of two types

1. General meetings: Shall be convened annually by the Board within six months of the end of each fiscal year.

2. Extraordinary meetings: Shall be convened in accordance with the relevant laws, whenever necessary.

Article 9

The shareholder who cannot attend the shareholders’ meeting in person may present a proxy letter, in accordance to regulations, issued by the Company, stating scope of authorization and designating a proxy.

Article 10:

Unless otherwise specified by the law, each shareholder of the Company shall be entitled to one vote for each share held.

Article 11

Except as otherwise provided in the relevant laws or the Company Act, any resolution of a shareholders' meeting shall be adopted at a meeting which at least general majority of the shareholders attend and at which meeting a general majority of the shareholders present vote in favor of such resolution.

Chapter 4: Board of Directors and Audit Committee

Article 12

The Company shall have seven to nine Directors. The aforesaid Board of Directors must have no less than three independent directors and the number of independent directors shall not be less than 1/5 of the Board Members. The tenure of office of the directors will be three (3) years and they will be eligible for re-election. Directors shall be elected from a slate of director candidates at shareholders’ meetings.

Article 12-1

More than half of the elected directors shall not have either one of the following relationships ： 1.Spouse; 2.First-degree and second-degree relatives.

Article 12-2

If the elected directors are against Article 12-1, these elected directors with lower votes are ineligible.

Article 12-3

The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations.

Article 12-4

In compliance with Article 14-4 of the ROC Securities and Exchange Act, the Company shall establish an Audit Committee, which shall be consist of all independent directors and no less than 3 members. One of them should have expertise in accounting or finance and one of them should convene the committee. The Audit Committee shall be responsible for those functions of Supervisors specified under the Company Act, Securities and Exchange Act and other relevant regulations. The resolution should be approved by more than half of the audit committee members.

Article 13

The Company shall have a chair of the Board. The chair of the Board shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two thirds of directors. The chair of the Board shall externally represent the Company.

Article 13-1

The Board of directors should be formed by the directors, and have the following functions and responsibilities:

1. Preparation of business report.

2. Proposing the earnings distribution or the making-up of losses.

3. Proposing the increase or reduction of capital.

4. Preparation of important procedures, rules, amendments, or agreements.

5. Appointment and removal of the president or vice presidents.

6. Approval of the investment in other businesses.

7. Establishment or abolishment of the branch offices.

8. Examination of business budgets and financial statement.

9. Appointment and removal of accountants.

10. Decision on the shareholders’ monetary claims or the technology or goodwill which the Company is in need to exchange with the Company’s shares within the authorized capital amount.

11. Decision on the Company’s issuance of new shares in exchange with other companies’

shares within the authorized capital amount.

1. The issuance of employees stock warrants.

2. Decision on repurchasing the shares of the Company and transferring to employees.

3. Other duties and powers granted by the law or by shareholders’ meeting.

Article 13-2

In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors or the discharge of all independent directors, then the Board of Directors shall convene a shareholders’ meeting within 60 days to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. The new Directors shall serve the remaining tenure of the predecessors.

Article 13-3

Except as otherwise provided in the Company Act of the Republic of China, the board meeting should be convened by chairman and such chairman shall act as the chairman of the meeting. Any resolution of a Board of Directors' meeting shall be adopted at a meeting which at least general majority of the director attend and at which meeting a general majority of the directors present vote in favor of such resolution.

Article 13-4

The Company shall notify every director for the board meeting with agenda seven days prior to the meeting, and may be through email or fax. If there’s any urgent matter, it could be convened any time.

Article 13-5

The Board may establish Audit, Compensation or other functions of Committee.

Article 14

In case the chair of the Board asks for leave or for other reason cannot exercise his power and authority, the deputy should be in accordance with Article 208 of the Company Act.

Article 15

Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy. Each director may act as a proxy for one other director only. The meeting of the Board may be conducted in video conference and the directors who participate in the meeting through video conference are regarded as being present personally. The compensation to the directors is based on the peers’ level and will be paid no matter the Company is in profit or loss.

Article 15-1

The Company may purchase liability insurance policies for directors during the tenure of their offices and within the scope of damages results from the performances of their official duties.

Article 15-2

For the items that should be submitted to the board of directors in accordance with Article 14-3 of the Stock and Exchange Act, the independent directors should be present at the meeting in person and shall not be in proxy of non-independent directors. If any director expresses dissent and it shall be contained in the meeting minutes. If the independent director is not able to be present at the meeting in person to express his dissent, except for proper reasons, the director shall submit the written statements and shall be contained in the meeting minutes.

Chapter 5: President and Vice Presidents

Article 16

The Company shall have managerial officers. Appointment, removal and remuneration of the managerial officers shall be subject to the provisions of Article 29 of the Company Act.

Chapter 6: Accounting

Article 17

At the end of each fiscal year, the Board of Directors shall prepare the following statements and reports, and submit the same to the Audit Committee for examination thirty (30) days prior to the annual general meeting, and then shall submit the same to the annual general meeting for adoption:(1) Business Report; (2) Financial statements; (3) Proposal governing the distribution of profit or the making-up of losses.

Article 18

The Company shall allocate the net profit (“earnings”), if any, according to the following sequence:

1. Making up loss for preceding years

2. Setting aside 10% for legal reserve

3. Setting aside or reverse special reserve(s) according to the business need or laws and regulations.

4. Any remaining earnings should be added to the accumulated retained earnings and current period’s adjustments, and the board can determine to distribute or to retain

according to the dividend policy.

Because the Company is still in its growth stage, the dividend policy of the Company shall be determined pursuant to the factors, such as the economics, growth potential, sustainability, and long term development. The steadiness and growth of dividends will be also taken into account. Cash dividends shall not be below ten percent (10%) of the total dividends, but when the cash dividends fall below NT$0.5 per share, dividends shall be distributed in the form of stocks.

Article 18-1

The Company shall distribute no less than 1 percent of the current year’s profit if any as compensation for employees and the Board could decide to distribute in stocks or cash. The employees to receive compensation may include certain qualified employees from affiliate companies. The Board could also decide no more than 1 percent of the abovementioned profit as compensation for Directors. The distribution of compensation for employees and Directors should be reported during Shareholders’ Meeting. However, when there’s accumulated losses, the Company shall reserve certain amount to compensate the accumulated losses and then distribute the profits to employees and Directors based on the abovementioned percentage.

Chapter 7: Supplementary Articles

Article 19

In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.

Article 20

These Article of Incorporation were enacted on Sep. 19, 1984 and amended on Jun. 12, 1986 for the first time, on Jul 22, 1986 for the second time, on Mar. 16, 1989 for the third time, on Jun. 13, 1990 for the fourth time, on Jul. 27, 1992 for the fifth time, on Oct. 1, 1992 for the sixth time, on Jun. 20, 1994 for the seventh time, on Apr. 27, 1996 for the eighth time, on Sep. 13, 1996 for the ninth time, on Jan. 31, 1997 for the tenth time, on Jul 10, 1997 for the eleventh time, on Sep. 27, 1997 for the twelfth time, on Jun 21, 1998 for the thirteenth time, on Nov 2, 1998 for the fourteenth time, on Mar. 18, 1999 for the fifteenth time, on Apr. 24, 2000 for the sixteenth time, on Jun. 12, 2001 for the seventeenth time, on May 30, 2002 for the eighteenth time, on May 6, 2003 for the nineteenth time, on May 24, 2004 for the twentieth time, on May 24, 2004 for the twenty-first time, on May 31, 2005 for the twenty-second time, on May 30, 2006 for the twenty-third time, on June. 28, 2007 for twenty-fourth time, on Jun. 26, 2009 for twenty-fifth time, on Jun. 25, 2010 for twenty-sixth time, on Jun. 13, 2012 for the twenty-seventh time, on Jun. 13, 2013 for the twenty-eighth time, on May 19, 2016 for the twenty-ninth time.

Attachment II

2015 Business Report

Dear Shareholders,

The global economy was slowly recovery in 2015. The competition between brand companies became more intensive due to the lukewarm demand and changing economy. The overall variation and uncertainty were still high, and IT industries especially had more impact. Catcher, in the face of a challenging environment, still remains the growth momentum. In 2015, the consolidated sales reached NT$ 82.4 billion, up nearly 50% compared to NTD 55.3 billion in the previous year. The net profit reached NT$ 25.1 billion in 2015, a 40.5% growth compared to the previous year. Both sales revenues and earnings hit another record high.

In 2015, Catcher continued to have another breakthrough in customers and products. In addition to material and process, Catcher also needed to expand a large scale capacity to meet the market demand. Going forward, Catcher is going to fully use its superb capabilities in different materials, secondary processing, surface-treatment and “Comprehensive Manufacturing Matrix”. At the same time, Catcher is going to upgrade the internal efficiency and execution, to take the advantages of being an industry leader, and to lift the entry barriers among the mechanical parts industry.

Financial performance

The consolidated revenue of the Catcher Group in 2015 was NT$82.4billion. The consolidated gross profit rate of the group was 46%. The consolidated net profit after tax was NT$25.1 billion, and the basic earnings per share was NT$32.61.

Operation Results (Group) Unit: in thousand NTD

Profitability (Group)

Research and Development

In order to maintain the company's leading position, we keep applying more different and composite materials, and developing more advanced technologies. By calling on its rich experience in basic material science and physical/chemical surface treatments, Catcher adopts different materials and different processes in combination with a variety of secondary processing and surface treatments in a multilayer, multi-directional approach to make products and an in-house technology with high precision, high value-added, and high mass production capacity.

The current directions in research and development include special magnesium alloys, aluminum alloys, stainless steel, carbon (glass) fiber, plastic casing and other metal applied on products’ casing and structural design, for example, even one NB model could have combinations from different designs for its A, C, D parts. Catcher offers customers with one-stop shopping solutions based on the complete and strong technology matrix. In addition, the company also adopts laser engraving of components, along with seamless welding, metal /plastic injection mold techniques, etching and multi-color surface treatment techniques, and high precision extrusion techniques for large metal casing in smartphones, notebooks and tablets to achieve the high quality that has never seen before. Besides, the company also invests a lot of effort in extending into other niche products such as high strength glass, sapphire processing technologies, and new thermal application of metal. The metal materials can also be used in the biotechnology, medical industry and high density energy field. The latest research and development of Catcher are : 1) diamond-like carbon (DLC) coatings on aluminum and stainless steel; 2)multi-color combo electric chemical method on aluminum and stainless stell; 3)thermal plastic composites and its 3D forming technology; 4)color enhanced photology on metal casing; 5)RF-free unibody process on metal and carbon composites.

Business strategies

To continuously strengthen the competitive advantage in this industry, along with our vertical integration, Catcher is going to use advanced materials, designs, technological process innovation and superior manufacturing capability to create the massive economy of scale and to form an even larger competitive edge. That would therefore improve our relationships with customers and expand to new application to keep growth momentum in sales and profits.

Catcher will also continue its investment in production automation, which has already contributed significantly to the production management. Therefore, it is key that to enhance the production stability, productivity, and to expand the capacity further. We will aim to actively achieve human resource optimization and accumulate resources for progress. To boost the company's growth, we will continue our development of core products and technologies, expansion of new customers, and diversification of applications.

The diversification and allocation of our facilities is also on going. We expect to achieve optimal allocation among four sites; Taiwan, Suzhou, Suqian, and Taizhou. Therefore, the risk of sole factory site and the impact from volatile market and operating environmental can be reduced.

Important sales policies

The outlook of the metal casing business: smartphones will grow significantly to replace

the feature phones and will further penetrate into more markets and customers and thus smartphones will be the largest growth drivers in the next few years. We also see notebook brands lean toward the slim design and the rise of tablets also indicates the trend of thin and light portable devices is confirmed. Overall, looking at the design trend of each consumer electronic devices mentioned above, metal will be the best solution for the mobile devices. Wearable devices also flourished in 2015 with single brand’s selling volume achieving a certain level of scale. As wearable devices also adopt metal casing design, this could be one of the growth drivers in the future.

The commitment of the main customers in choosing the materials and partnering with the vendors is getting higher. Catcher will also fully utilize its competitive advantages to continuously increase capacity at a steady pace to meet customers’ demands and to gradually implement fastest manufacturing/sales support for the customers. In order to achieve instant customer services, sales, manufacturing, and R&D will be closer to the customers with the aim to progress at the same pace as the customers.

Effects of external competition, legislative environment, and macro environment

In terms of external competition, the gross profit in the IT electronics industry will be increasingly compressed as technology progresses in leaps and bounds and new products are being constantly launched. The generally positive outlook of metal component parts is drawing a wave of new competitors, creating a significant amount of pressure on the existing businesses. However, competition is inevitable and serves to maintain positive catalyst among this industry. In order to ensure our leading position, the company pays close attention to the markets and technological development and changes by collecting and analyzing the information on different materials and manufacturing process. The objective is to reduce the impact of changes in technology while keep enhancing advanced technologies. In addition to investing in basic material science, the company also reinforces development in different material molding as well as processing and surface treatments, enhances core R&D techniques, and diversifies its products and lift them onto higher levels to secure and stabilize profits. Excellent production techniques and huge capacity will be utilized to provide premium customer services in order to strengthen mutually beneficial for long term relationships.

With respect to the legislative environment in Taiwan and overseas, countries around the world have been launching environmental protection laws regarding electronic products. In addition, the tier-1 brand customers set the high requirement on its suppliers’ code and demand all of the vendors to comply with strictly. The company has always been committed to environmentally friendly production processes and will undoubtedly meet the legislative requirements and keep up with the global trend. The company will continue to monitor, update, and comply with any new legislative implementation in order to protect the rights of the shareholders.

As the macro environment becomes more complex, the company will take into account the industry conditions and macro economic indicators, and carefully evaluate and select the best strategies.

Business outlook and targets

Looking forward, the focus of development for Catcher will be on three segments: smartphones, tablets, and notebooks. Wearable devices have already grown to a new market, which will be a new area that metal casing vendors could tap into in the future.

For smartphone market in 2015, IDC indicated the shipments of smartphones to be around 1.433 billion, up 10.1% y-y in a high pace. IDC also estimates the smarthone will ， increase to 1.563 billion units in 2016, up 8.8% y-y and up 8% to 1.687 billion units in 2017. We expect the competition between different brands and different operating systems to be

more fierce in the future for smartphones, thus mid-to-high models will be the main source of profitability for brand customers. High value-added and product differentiation will be the fundamental for tier 1 brands to expand market share. Moreover, due to the trend of being larger screen size, thinner, lighter and fashions for smartphones, metal casing has become one of the must-have specifications. The trend of metal casing design also leads to the “bigger gets bigger” in the industry. As a result, smartphones remain one of the main growth drivers for the Company.

MIC indicated the shipment of of Tablet PC in 2015 was around 213 million units, compared with 242 million in 2014, down by 12%. MIC forecast that tablet will further decrease to 191/183 million units in 2016/2017, cannibalized by both larger screen-size smartphones. However, the launch of larger-size tablet PC and booming of 2-in-1 tablet drives tablet to penetrate into a new segment of the market. Compared to notebook, tablet is more convenient and thus it requires higher requirement on strength and outlook. Therefore, tablet will continue to be one of the important products for metal casing vendors.

On the PC side, MIC indicates the unit shipment in 2015 was 281 million, decreasing by 7.5% YoY from 304 million in 2014, which was mainly from the cannibalization of both smartphones and tablet PC. MIC further estimates that the PC will decline slightly by 1.7% YoY to 277 million units in 2016 and another 1.7% to 272 million in 2017. Overall PC market will stabilize at around 260-270 million annual unit shipment.

Notebook shipments of 2015 were 161 million, compared to 172 million units in 2014, declining by 6.2% y-y. As for 2016/2017, it will stabilize a little bit to 155/151 million units, down by 3.9%/2.8% YoY, respectively. Notebooks business is still one of important part for our sales revenue. Although it’s mature, the slim and stylish design of products can increase the penetration rate of metal casing. We expect the NB business could be quite stable, due to the stable demand for corporate models and some consumer models will switch to high end metal casings.

Looking ahead into 2016, mobile devices, especially smartphones, will continue to grow, metal adoption will increase, penetration into the new areas, all of which will drive the metal casing sector to grow. In addition, Catcher will see significant growth from continuing rising demand from the existing customers and new products/new customers’ add. Catcher will continue to develop special production processes, techniques, and materials in combination with the existing production techniques to keep strengthening the comprehensive manufacturing matrix, which will enable the company to remain a leading manufacturer in metal casing and inner components worldwide as a major supplier that can meet customers’ requirements of execution, capacity, quality, yield rate, mass production capability, cost structure, customized and innovative designs. In terms of sales forecast, although differences in product specifications, sizes, diversification of materials and processing techniques render the company's forecast of metal component sales meaningless, the goal for Catcher is still committed to outperforming the average industry growth in the future.

Catcher will continue to uphold its philosophy of Innovative Technology, Customer Services, Honesty and Integrity, and Sustainable Development, and work toward the goal of becoming a world leader in light metals technology. The company will also remain committed to product innovation, business model optimization, production technology enhancement, and cost structure improvement in order to maintain the leading position. Hence, it does not matter how the business environment changes in the future, we have the ambition, confidence, and determination to achieve our goals and create maximum value for our customers, shareholders, and employees.

Chairman Shui-Shu Hung

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Attachment III :

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2015 Financial Statements. Independent auditors, Certified Public Accountants of Deloitte & Touche, have audited the Financial Statements. The Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee of CATCHER. The Audit Committee hereby submits this report according to Article 14-5 of the Securities and Exchange Act and Article 219 of the Company Act.

Catcher Technology Co., Ltd.

Audit Committee Members

Independent Director:

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Independent Director:

Independent Director:

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February 25, 2016

Attachment III :

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2015 business report, and Earning Distribution Statement for the year of 2015. The business report, and Earning Distribution Statement have been reviewed and determined to be correct and accurate by the Audit Committee of CATCHER. The Audit Committee hereby submits this report according to Article 14-5 of the Securities and Exchange Act and Article 219 of the Company Act.

Catcher Technology Co., Ltd.

Audit Committee Members

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Independent Director:

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Independent Director:

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Independent Director:

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April 6, 2016

Attachment IV: Directors’ and Employees’ Compensation

The Distribution for compensation to Directors and Employees

On April 6, 2016, the Board of Directors resolved the dividends distribution in cash:

No difference between the amounts resolved by the Board of Directors and the amounts accrued as expense in book.

Attachment V: INDEPENDENT AUDITORS’ REPORT

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Catcher Technology Co., Ltd.

We have audited the accompanying consolidated balance sheets of Catcher Technology Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2015 and 2014 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. 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. However, we did not audit the financial statements as of and for the years ended December 31, 2015 and 2014 of certain associates accounted for by the equity method. These financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts for these associates was based solely on the reports of the other auditors. The carrying values of the investment in associates were NT$408,345 thousand and NT$415,531 thousand, or 0.24% and 0.30% of the consolidated total assets as of December 31, 2015 and 2014, respectively. Comprehensive income amounts recognized under the equity method were NT$68,276 thousand and NT$82,634 thousand, or 0.28% and 0.36% of the consolidated comprehensive income for the years ended December 31, 2015 and 2014, respectively.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2015 and 2014, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

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We have also audited the parent company only financial statements of Catcher Technology Co., Ltd. as of and for the years ended December 31, 2015 and 2014 on which we have issued an unqualified opinion modified report.

February 25, 2016

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

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

(With Deloitte & Touche auditors’ report dated February 25, 2016)

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CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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

(With Deloitte & Touche auditors’ report dated February 25, 2016) (Concluded)

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CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

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

(With Deloitte & Touche auditors’ report dated February 25, 2016)

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CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

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CATCHER TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

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

(With Deloitte & Touche audit report dated February 25, 2015) (Concluded) For Catcher Technology Parent Company’s Financial Statements, please refer to Chinese version of 2016 Annual General Meeting Handbook.

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