BRIGHT - Annual Report 2018 | FinancialReports.eu

Stock Code ： 3031

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`佰鴻工業股份有限公司` BRIGHT LED ELECTRONICS CORP. 2019 Annual Shareholders’ Meeting

Meeting Agenda

(Translation)

Date ： June 12, 2019

Address ： 1F, No.15, Heping Rd., Banqiao Dist., New Taipei City

Notice to readers:

In case of any discrepancy between the English version and the Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

1.	Call Meeting to Order	1
2.	Meeting Agenda	2
	(1) Report Items	3
	(2) Proposed Resolutions	3
	(3) Diretors Election	4
	(4) Discussed Items	4
	(5) Questions and Motions	5
	(6) Adjournment	5
3.	Attachment
(1)	Annual Business Report	6
(2)	Supervisors’Review Report	8
(3)	Independent Auditors’ Report and 2018 Consolidated Financial Statements	9
(4)	Earnings Distribution Proposal	31
(5)	List of Director (Including Independent Director) Candidates	32
(6)	Situations of listed directors’ positions in other companies	33
(7)	Comparison Table for the Articles of Incorporation Before and After Revision	34
(8)	Comparison Table for the Procedures for Acquisistion or Disposal of Assets
	Before and After Revision	36
(9)	Comparison Table for the Procedures for Endorsement, Guarantees and
	Capital Loans Before and After Revision	57
4.	Appendix
	1. Articles of Incorporation	61
	2. Rules and Procedures of Shareholders’ Meeting	68
	3. Rules for Election of Directors	76
	4. Shareholdings of all Directors	80

BRIGHT LED ELECTRONICS CORP.

2019 Shareholders’Meeting Procedure

1. Call Meeting to Order

2. Chairman’s address

3. Reported Items

4. Proposed Resolutions

5. Directors Election

6. Discussed Items

7. Questions and Motions

8. Meeting Adjourned

BRIGHT LED ELECTRONICS CORP.

2019 Annual Shareholders’Meeting Agenda

(Translation)

Time：9:00 a.m., June 12, 2019
Place：1F, No.15, Heping Rd., Banqiao Dist., New Taipei City, Taiwan
Attendants：All Shareholders or their proxy holders
Chairman：Mr. Tsung-Jen Liaw, Chairman of the Board of Directors
Chairman’s address：
Reported Items：
(1) To report 2018 Business Report
(2) To report 2018 Supervisors’ Review Report
(3) To report 2018 employees’profit sharing bonus and directors’compensation
Proposed Resolutions：
(1) To accept 2018 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2018 earnings
Directors Election：To elect Directors and Supervisors
Discussed Items：
(1) To approve the proposal of Release the Prohibition on Directors from Participation in Competitive Business
(2) To revise the Articles of Incorporation
(3) To amend the Procedures for Acquisition or Disposal of Assets
(4) To amend the Procedures for Endorsement, Guarantees and Capital Loans
Questions and Motions
Meeting Adjourned

Reported Items

To report 2018 Business Report

Explanatory Notes：Please refer to page 9.

To report 2018 Supervisors’ Review Report Explanatory Notes：Please refer to page 11.
To report 2018 employees’profit sharing bonus and directors’compensation Explanation Notes：The 2018 income before tax is NT$146,143,598 and no accumulated deficits need to be covered. Proposing 8% of the income before tax in cash, which is NT$11,691,488, to be employees’ total profit sharing bonus and 2% of the income before tax in cash, which is NT$2,922,872 as directors’ compensation.

Proposed Resolutions

To accept 2018 Business Report and Financial Statements Explanatory Notes：
(1) To review 2018 Business report, please refer to page 9.
(2) 2018 Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Mr. Hui-Chih Kou and Ms. Hsin-I Kuo of KPMG. For details, please refer from page 11 to page 27.
(3) This has been approved by the board of Directors and examined by the Supervisors.

Resolution：

To approve the proposal for distribution of 2018 earnings. Explanatory Notes：
(1) The earnings in 2018 available for distribution is NT$97,172,367. Each common shareholder will be entitled to receive a cash dividend of NT$0.52 per share, therefore the total amount of cash dividend will be NT$97,070,596. The remaning of undividable will

be recorded into the aoccount of other revenue. Upon the approval of the annual

shareholders’ meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.

(2) In the event that, before the distribution record date, the proposed profit distribution is affected by the number of shares, it is proposed that the Board of Directors be authorized to adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
(3) Please refer to page 28.

Resolution：

Directors Election

To elect Directors and Supervisors

Explanatory Notes：

(1) Upon the expiration of the terms of all Directors, the Board of Directors resolved that seven Directors (including two Independent Directors) and three Supervisors will be elected at this Annual Shareholders’ Meeting. The tenure of newly elected directors shall be 3 years, commencing on June 12, 2019 and expiring on June 11, 2022.
(2) The directors shall be elected by adopting candidates’ nomination system as specified in Article 192-1 of the Company Act. Please refer to page for the list of candidates.

Discussed Items

To approve the proposal of Release the Prohibition on Directors from Participation in Competitive Business

Explanatory Notes：

(1) According to Article 209 of the Company Act, a director, who acts for himself or on behalf of another person that is within the scope of the company's business, shall clarify the essential content of his act to the meeting of shareholders and secure the Company’s approval.
(2) Vote on the removal of the non-competition restrictions on the Board of Directors that operate or invest in other business with the same or similar business scope of the Company until the end of their term of office. Please refer to page 31 for situations of 18th List of Directors’ Positions in Other Companies.

Resolution：

To revise the Articles of Incorporation
Explanatory Notes：According to 2018 new adopted revision of the ROC Company Law and taking operational strategy into account, revising part of the articles of incorporation. Please refer to page 31 for the comparasion table.

Resolution：

To amend the Procedures for Acquisistion or Disposal of Assets Explanatory Notes：According to the latest version of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”announced by the government, amending the Procedures for Acquisistion or Disposal of Assets. Please refer to page 31 for the comparasion table.

Resolution：

To amend the Procedures for Endorsement, Guarantees and Capital Loans Explanatory Notes： According to the latest version of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”announced by the government, we amend our Procedures for Endorsement, Guarantees and Capital Loans. Please refer to page 32 for the comparasion table.

Resolution：

Questions and Motions

Meeting adjourned

【 Attachment I 】

Business Report

2018 was a tough year as the LED market was affected by China-United States trade war and the global economic downturn. The overall LED market was oversupply and so led to increase the pressure of price competition. In order to overcome various unfavorable situations, Bright LED had been working on cost reduction and meanwhile focusing on quality and production efficiency. Moreover, Bright LED had been increasing the sales proportion of high value added products so that we still remain profitable in these difficult times.

2018 Result

In 2018, our consolidated revenue totaled NT$1,650,740 thousand dollars, a decrease of 16.32 percent over NT$1,972,727 thousand dollars in 2017. Consolidated net income totaled NT$86,910 thousand dollars, a decrease of 52.91 percent over NT$184,551 thousand dollars in 2017. Net income attributed to the parent company totaled NT$109,022 thousand dollars, a decrease of 48.00 percent over NT$209,660 thousand dollars in 2017.

Financial Performance (based on consolidated Financial Statements)

		2018	2017
Financial structure	Debt ratio(%)	17.00	18.49
	Longterm capital ratio(%)	446.93	409.59
Profitability	ROA(%)	2.57	5.15
	ROE(%)	3.08	6.38
	EBIT overpaid-in capital(%)	5.96	10.88
	Profit margin(%)	5.26	9.36
	EPS(NT$ dollar)	0.58	1.12

Technological Developments

In 2018, we developed several high luminous efficient and eco-friendly commercial lighting products. Its applications are street lighting, landscape lighting, spotlighting, tunnel lighting …etc and so on. These lighting products have high price-performance ratio and passed LM80 tests. Using our own LED light source which is made by our patented technology and with special manufacturing process, its efficiency has reached 180lm/W with high color rendering index above 90. We continuously use this technology to develop brakelighting, warning lighting …etc used in automotive market in which needs LED lighting products with quick reaction capability and high luminous efficiency.

For LED components, we developed Ambient Light Sensor (ALS) which it can detect light intensity in surroundings and so automatically adjust its luminance. It is adopted in various industries like security and monitoring industry, medical industry and smart mobile device industry and so on. In the meanwhile, photo coupler and IR LED components were upgraded and improved to better meet various markets’ needs. To face industry 4.0 smart manufacturing era, our development of new product “photo relay” has been in progress. Compared to electromagnetic relay, photo relay has longer life time, lower current drive and faster response and so it’s one of the indispensable components in smart manufacturing industry. For medical application, UVC LED is essential for monitering air, water and for sterilization. We believe, as more people aware that when we pursue better quality of life, at the same time, we need to protect environment more, the outlook of UVC LED applications can be expected optimistically in the future.

Summary, corporate development, and outlook affected by external competition, regulatory environment and overall operation strategy

Apart from our current LED applications, including smart living, security and monitoring, aviation and transportation, gaming and lighting and so on, we continuously develop new products used in new applications to seize new market opportunities and so increase our revenues and profits. Also, we continuously upgrade our LED products or increase product’s added values to meet our customers’ needs and differentiate us from other competitors. China has been supporting their own LED companies for a long time, so causing LED companies outside of China face a lot of pressure from unfair competitions. In short term, a fall in LED price trend is unavoidable because of the oversupply, which is the result of reduced demand from China-United States trade war. On the other hand, new technology developments have been in progress rapidly that might be opportunities or tests for LED industry to adapt to the developments rapidly.

Chairman：廖宗仁 CEO：廖宗仁 Accounting Manager ：林美蓮

【 Attachment II 】

Supervisors’Review Report

The Board of Directors has prepared the Company's 2018 Business Report, Financial Statements, and proposal for allocation of earnings.The independent auditors, Mr.Hui-Chih Kou and Ms. Hsin-I Kuo from the CPA firm of KPMG was retained to audit Bright LED’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Supervisors of Bright LED Electronics Corp. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Bright LED Electronics Corp.

Supervisors：廖如卿黃晉隆

億潤投資股份有限公司 - 代表人林鴻昌

March 22, 2019

【 Attachment III 】

INDEPENDENT AUDITORS’ REPORT

(Parent Company Only Financial Statements)

The Board of Directors and Shareholders Bright LED Electronics Corp.

Opinion

We have audited the accompanying parent company only financial statements of Bright LED Electronics Corp. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2018 and 2017, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2018 and 2017, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2018 are stated as follows:

Inventory valuation

For details of accounting policies, accounting estimates and assumptions, and related disclosures of inventory valuation, please refer to Notes 4 (7), 5 (2) and 6 (8) of the Company’s parent company only financial statements.

The description of key audit matter:

The Company’s amount of inventories is shown as the lower of cost and net realizable value. Because determining the slow moving inventory loss involves subjective judgment on individual assessment of each category of inventory and its idle days, inventory valuation is one of the key audit matters that we conducted.

Corresponding audit procedure included the following:

Obtained year end inventory falling price losses and inventory aging report
Compared the difference between the actual selling prices and its book values
Evaluated managers’ judgment on allowance percentage of inventory aging report whether is reasonable or not, which included the following procedures as well:
Executed audit sampling procedure
Tested the accuracy of the invenoty aging report
Compared the difference between last year’s allowance and actual write-off
Evaluated the appropriateness of the policy of allowance to reduce inventory and loss from idle inventories.

Revenue Recognition

For details of accounting policies and related disclosures of revenue recognition, please refer to Notes 4 (14) and 6 (18) of the Company’s parent company only financial statements.

The description of key audit matter:

The sources of the major operating revenue of the Company are research and development, productions, and sales of light-emitting diodes indicators and display…etc and contracts of LED display, LED lighting and related operating applications/systems’ constructions. Where the Company’s revenues generated from is the concerned factor for this report users or recipients. Furthermore, IFRS 15 was first adopted by the republic of China in 2018; hence, revenue recognition is considered as one of the key audit matters.

Corresponding audit procedure included the following:

Evaluated appropriateness of accounting policies according to the understanding of the Company’s operation and the characteristics of the industry both acquired by the new IFRS.
Tested the design of internal control system and effectiveness of execution.
Analyzed and evaluated if there is any major irregularity by inspecting revenues generated from main customers and new customers.
Evaluated accuracy during the period of revenue recognition by inspecting new major contract added in this period and testing sales samples in accordance with its contract terms during a period of time, which is before and after the year end.

Account Receivables Valuation

For details of accounting policies of account receivables valuation, please refer to Notes 4 (6) financial instrutments of the Company’s parent company only financial statements; for details of accounting estimates and accounting assumption of uncertainty of account receivables valuation, please refer to Notes 5 (1) of the Company’s parent company only financial statements; for details of explanation on account receivables valuation, please refer to 6 (6) of the Company’s parent company only financial statements.

The description of key audit matter:

Account receivables of Bright LED Electronics Corp. are distributed among customers. The account receivables valuation allowance is calculated according to the expected percentage of credit losses which takes each time interval of overdues of account receivables and adjustments on prospective factors into consideration when estimating expected credit losses of account receivables. The management will, according to the report date, re-update new expected losses within each time interval of overdues and perform individual assessments on major overdues and payment disputes; hence, it involves subjective judgment from the managers and it is considered as one of the key audit matters. Corresponding audit procedure included the following:

Evaluated reasonableness of the percentage of expected credit losses
Determined whether there is a major irregularity by comparing the turnover rate and turnover days of accounts receivables with the company’s credit policy and other related information.
Obtained the aging schedule.
Verified total amount from the aging schedule with general ledger
Confirmed integrity and accuracy of the aging schedule.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the republic of China, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Supervisors) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Mr.Hui-Chih Kou and Ms. Hsin-I Kuo.

KPMG TAIWAN Republic of China

March 22, 2019

N otice to Readers

The accompanying financial statements are intended only to present the 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 financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

Bright LED Electronics Corp.

Parent Company Only Balance Sheets December 31, 2018 and 2017

(In Thousand of New Taiwan Dollars)

ASSETS CURRENT ASSETS`：` 1100 Cash and cash equivalents (Note 6 (1)) 1110 Financial assets at fair value through profit or loss`－`current (Note 6 (2)) 1140 Contract assets`－`current(Note 6 (18)) 1170 Accounts and notes receivable, net (Note 6(6)) 1180 Accounts receivable`－`due from related parties, net (Note 6(6)&7) 1190 Construction contracts receivable (Note 6(7)) 1210 Other receivables`－`from related parties (Note 7) 1310 Inventories (Note 6(8)) 1470 Other current assets 1476 Other financial assets`－`current (Note 6(11)&8) Total current assets NONCURRENT ASSETS`：` 1517 Financial assets at fair value through profit or loss `－`noncurrent (Note 6(3)) 1523 Available-for-sale financial assets`－`noncurrent (Note 6(4)) 1543 Noncurrent financial assets at cost (Note 6(5)) 1550 Investments accounted for using equity method (Note 6(9)&7) 1600 Property, plant and equipment (Note 6(10)) 1840 Deferred tax assets ( Note 6(15)) 1920 Guarantee deposits paid 1900 Other noncurrent assets Total noncurrent assets TOTAL	Dec 31, 2018 Amount % $ 355,121 8 100,585 2 169,578 4 290,229 7 76,687 2 - - 21,200 - 15,556 - 779 - 83,378 3	Dec 31, 2017 Amount % 334,602 8 100,338 2 - - 299,773 7 100,342 3 206,307 5 - - 14,583 - 5,238 - 91,925 2 1,153,108 27 - - 159,630 4 319,330 7 2,576,143 60 54,132 1 20,063 1 3,258 - 1,419 - 3,133,975 73 4,287,083 100 LIABILITIES & EQUITY CURRENT LIABILITIES`：` 2170 Accounts and notes payable 2180 Accounts payable`－`due to related parties (Note 7) 2200 Other current liabilities (Note 6(13)) 2230 Current tax liabilities 2322 Long-term borrowings, current portion (Note 6(12)) Total current liabilities NONCURRENT LIABILITIES`：` 2540 Long-term borrowings (Note 6(12)) 2570 Deferred tax liabilities (Note 6(15)) 2640 Defined benefit liabilities`－`noncurrent (Note 6(14)) 2645 Other noncurrent liabilities Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Note 6(16))`：` 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity interests Total equity TOTAL	Dec 31, 2018 Amount % $ 19,157 - 1,473,563 36 39,382 1 10,248 - 14,015 -	Dec 31, 2017 Amount % 27,089 1 1,400,658 33 56,673 1 2,069 - 14,015 - 1,500,504 35 22,191 1 1,519 - 31,981 1 11,652 - 67,343 2 1,567,847 37 1,866,742 44 441,559 10 490,517 11 (79,582) (2) 2,719,236 63 4,287,083 100
			1,556,365 37
			8,176 - 1,811 - 24,596 1 11,776 -
			46,359 1
	1,113,113 26
			1,602,724 38
	483,229 11 - - - - 2,594,013 61 52,343 1 22,628 1 1,478 - 530 -
			1,866,742 44 441,608 10 440,642 10 (84,382) (2)
			2,664,610 62
	3,154,221 74
			$ 4,267,334 100
	$ 4,267,334 100

Chairman：廖宗仁                                               CEO：廖宗仁

                       Accounting Manager：林美蓮

Bright LED Electronics Corp.

Parent Company Only Statements of Comprehensive Income

(In Thousands of New Taiwan Dollars, Except Earning Per Share)

2018	% 100 85	2017
Amount $ 1,183,219 1,005,270		Amount 1,446,760 1,244,074
177,949	15	202,686
34,905 69,464 6,660 (304)	3 6 - -	42,694 84,047 7,081 -
110,725	9	133,822
67,224	6	68,864
34,161 4,994 (476) 25,626	3 - - 2	28,307 (26,684) (711) 152,115
64,305	5	153,027
131,529 22,507	11 2	221,891 12,231
109,022	9	209,660
212 (274) (300)	- - -	(780) - 133
(362)	-	(647)
(4,662) - -	- - -	(57,667) 26,492 -
(4,662)	-	(31,175)
(5,024)	-	(31,822)

Total comprehensive income for the year Earnings per share (Note 6(17)) 9750 Basic earnings per share (NT$) 9850 Diluted earnings per share (NT$)	$ 103,998 9 177,838 12
	$ 0.58 1.12
	$ 0.56 1.09

Chairman：廖宗仁 CEO：廖宗仁

`Accounting Manager：林美蓮`

Bright LED Electronics Corp.

Parent Company Only Statements of Changes in Equity

From January 1 to Decemeber 31, 2017 and 2018

(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Capital stock	Capital surplus		Retained	earnings		Others		Total (48,407)	Treasury stock	Total equity 2,719,409
						Exchang differences on translations Unrealized gain/loss on assets at fair value through other comprehensive income	Unrealized gain/loss on available-for-sale financial assets
		Legal reserve	Special reserve	Unappropriated earnings	Total
		208,527				(27,303) -	(21,104)
$ 1,966,742			46,910	176,360	431,797
	458,973
									(89,696)
- -	- -	- -	- -	209,660 (647)	209,660 (647)	- - (57,667) -	- 26,492	- (31,175)	- -	209,660 (31,822)
-	-	-	-	209,013	209,013	(57,667) -	26,492	(31,175)	-	177,838
- - - - (100,000) - -	- - - - (17,437) - 23	17,636 - - - - - -	- 1,497 - - - - -	(17,636) (1,497) (149,339) - - (954) -	- - (149,339) - - (954) -	- - - - - - - - - - - - - -	- - - - - - -	- - - - - - -	- - - (27,741) 117,437 - -	- - (149,339) (27,741) - (954) 23
1,866,742 -	441,559 -	226,163 -	48,407 -	215,947 -	490,517 -	(84,970) - 5,388 - 5,388 (5,388)		(79,582) -	- -	2,719,236 -
1,866,742	441,559	226,163	48,407	215,947	490,517	(84,970) 5,388 -		(79,582)	-	2,719,236
- -	- -	- -	- -	109,022 (88)	109,022 (88)	- - - (4,662) (274) -		- (4,936)	- -	109,022 (5,024)
-	-	-	-	108,934	108,934	(4,662) (274) -		(4,936)	-	103,998
- - - - -	- - - - 49	21,595 - - - -	- 31,175 - - -	(21,595) (31,175) (158,673) (136) -	- - (158,673) (136) -	- - - - - - - - - - 136 - - - -		- - - 136 -	- - - - -	- - (158,673) - 49
$ 1,866,742	441,608	247,758	79,582	113,302	440,642	(89,632) 5,250 -		(84,382)	-	2,664,610

Chairman ：廖宗仁 CEO：廖宗仁

Accounting Manager：林美蓮

Bright LED Electronics Corp.

Parent Company Only Statements of Cash flows

From Jauary 1 to December 31, 2017 and 2018

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES： Income before tax Adjustments`：` Depreciation expenses Amortization expenses Benefits from expected credit losses/ income reclassified from bad debt expenses Nets on financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Share of profit/loss of associates accounted for using equity method Net on disposal or retirement of property, plant and equipment Total of adjustments Changes in operating assets and liabilities: Decrease in contract assets Decrease (increase) in accounts and notes receivable Increase in construction contract receivable Decrease (increase) in other receivables Decrease (increase) in inventories Decrease in other current assets Total of changes in operating assets Increase in accounts and notes payable (including related parties) Decrease in other accounts payable and other current liabilities Decrease in net defined benefit liabilities Total of changes in operating liabilities Total of Changes in operating assets and liabilities, net Total Cash generated from operations Interest received Interest paid Income tax paid Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES`：` Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in other receivables- related parties Decrease in other current financial assets Decrease in other noncurrent assets Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term borrowings Increase in other noncurrent liabilities Cash dividends paid Costs of treasury stock buyback Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR	2018 $ 131,529	2017 221,891
	1,883 728 (304) (247) 476 (1,154) (29,451) (25,626) -	2,609 1,654 (171) (338) 711 (643) (22,688) (152,115) (124)
	(53,695)	(171,105)
	36,729 33,503 - (6,091) (973) 4,459	- (18,101) (16,164) 2,930 223 4,530
	67,627	(26,582)
	64,973 (17,242) (7,173)	272,592 (8,228) (2,198)
	40,558	262,166
	108,185	235,584
	54,490	64,479
	186,019 1,082 (476) (16,901)	286,370 571 (711) (20,676)
	169,724	265,554
	(13,991) 9,448 (30,000) 30,000 - - - (94) - (21,200) 14,710 1,941 32,545	(100,000) - - - (18,672) 7,263 (29,446) (888) 124 - 3,487 129 25,685
	23,359	(112,318)
	(14,015) 124 (158,673) -	(14,015) 9,444 (149,339) (27,741)
	(172,564)	(181,651)
	20,519 334,602	(28,415) 363,017
	$ 355,121	334,602

Chairman ：廖宗仁 CEO：廖宗仁 Accounting Manager：林美蓮

Representation Letter

The entities that are required to be included in the combined financial statements of Bright LED Electronics Corp. as of and for the year ended December 31, 2018 (from January 1, 2018 to December 31, 2018), under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.”, which is recognized by Financial Supervisory Commission. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Bright LED Electronics Corp. and Subsidiaries do not prepare a separate set of combined financial statements.

Yours Sincerely,

Bright LED Electronics Corp. by

廖宗仁 Chairman March 22, 2019

INDEPENDENT AUDITORS’ REPORT

(Consolidated Financial Statements)

The Board of Directors and Shareholders Bright LED Electronics Corp.

Opinion

We have audited the accompanying consolidated financial statements of Bright LED Electronics Corp and subsidiaries. (the “Company”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Inventory valuation

For details of accounting policies, accounting estimations and assumptions, and related disclosures of inventory valuation, please refer to Notes 4 (8), 5 (2) and 6 (8) of the Company’s consolidated financial statements.

The description of key audit matter:

Corresponding audit procedure included the following:

Obtained year end inventory falling price losses and inventory aging report
Compared the difference between the actual selling prices and its book values
Evaluated managers’ judgment on allowance percentage of inventory aging report whether is reasonable or not, which included the following procedures as well:
Executed audit sampling procedure
Tested the accuracy of the invenoty aging report
Compared the difference between last year’s allowance and actual write-off
Evaluated the appropriateness of the policy of allowance to reduce inventory and loss from idle inventories.

Revenue Recognition

For details of accounting policies and related disclosures of revenue recognition, please refer to Notes 4 (14) and 6 (20) of the Company’s consolidated financial statements.

The description of key audit matter:

Corresponding audit procedure included the following:

Evaluated appropriateness of accounting policies according to the understanding of the Company’s operation and the characteristics of the industry both acquired by the new IFRS.
Tested the design of internal control system and effectiveness of execution.
Analyzed and evaluated if there is any major irregularity by inspecting revenues generated from main customers and new customers.
Evaluated accuracy during the period of revenue recognition by inspecting new major contract added in this period and testing sales samples in accordance with its contract terms during a period of time, which is before and after the year end.

Account Receivables Valuation

For details of accounting policies of account receivables valuation, please refer to Notes 4 (7) financial instrutments of the Company’s consolidated financial statements; for details of accounting estimates and accounting assumption of uncertainty of account receivables valuation, please refer to Notes 5 (1) of the Company’s consolidated financial statements; for details of explanation on account receivables valuation, please refer to 6 (6) of the Company’s consolidated financial statements.

The description of key audit matter:

Evaluated reasonableness of the percentage of expected credit losses
Determined whether there is a major irregularity by comparing the turnover rate and turnover days of accounts receivables with the company’s credit policy and other related information.
Obtained the aging schedule.
Verified total amount from the aging schedule with general ledger
Confirmed integrity and accuracy of the aging schedule.

Other Matter

We have also audited the parent company only financial statements of Bright LED Electronics Corp. as of and for the years ended December 31, 2018 and 2017 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the conslidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Supervisors) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Mr.Hui-Chih Kou and Ms. Hsin-I Kuo.

KPMG TAIWAN Republic of China

March 22, 2019

Notice to Readers

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

Bright LED Electronics Corp. and Subsidiaries

Consolidated Balance Sheets

December 31, 2017 and 2018

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS： 1100 Cash and cash equivalents (Note 6 (1)) 1110 Financial assets at fair value through profit or loss－current 1140 (Note 6 (2)) 1170 Contract assets－current(Note 6 (18)) 1180 Accounts and notes receivable, net (Note 6(6)) 1190 Accounts receivable－due from related parties, net (Note 6(6)&7) 1220 Tax assets 130X Inventories (Note 6(8)) 1470 Other current assets 1476 Other financial assets`－`current (Note 6(11)&8) Total current assets NONCURRENT ASSETS`：` 1517 Financial assets at fair value through other comprehensive income`－`noncurrent (Note 6(3)) 1523 Available-for-sale financial assets－noncurrent (Note 6(4)) 1543 Noncurrent financial assets at cost (Note 6(5)) 1550 Investments accounted for using equity method (Note 6(9)) 1600 Property, plant and equipment (Note 6(10)&8) 1840 Deferred tax assets ( Note 6(16)) 1900 Other noncurrent assets 1920 Refundable deposits Total noncurrent assets TOTAL	Dec 31, 2018 Amount % $ 771,126 23 100,585 3 170,034 5 418,941 13 76,726 2 - - 5 - 233,456 7 113,673 3 143,349 4	Dec 31, 2017 Amount % 609,366 17 100,338 3 - - 467,738 13 100,382 3 206,307 6 6 - 324,428 9 104,905 3 193,976 6 2,107,446 60 - - 159,630 5 319,330 9 117,239 3 718,481 20 20,063 1 53,897 2 16,183 - 1,404,823 40 3,512,269 100 LIABILITIES & EQUITY CURRENT LIABILITIES`：` 2100 Short-term loans (Note 6(12)) 2170 Accounts and notes payable 2180 Accounts payable`－`due to related parties (Note 7) 2200 Other payables and other current liabilities (Note 6(14)) 2230 Income tax liabilities 2320 Long-term borrowings, current portion (Note 6(13)) Total current liabilities NONCURRENT LIABILITIES`：` 2540 Long-term borrowings (Note 6(13)) 2570 Deferred tax liabilities (Note 6(17)) 2640 Defined benefit liabilities－noncurrent (Note 6(16)) 2600 Other noncurrent liabilities Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Note 6(18)) 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity interests Total equity attributable to shareholders of the parent 36XX Noncontrolling interests Total equity TOTAL	Dec 31, 2018 Amount ％ $ 50,000 1 240,458 7 19,536 1 174,278 5 13,354 - 18,815 1	Dec 31, 2017 Amount ％ 50,000 1 273,880 8 20,392 1 200,495 6 5,878 - 18,815 - 569,460 16 28,599 1 1,519 - 31,981 1 17,978 - 80,077 2 649,537 18 1,866,742 53 441,559 13 490,517 14 (79,582) (2) 2,719,236 78 143,496 4 2,862,732 82 3,512,269 100
			516,441 15
			9,784 - 1,811 - 24,596 1 17,459 1
	2,027,895 60
	483,229 14 - - - - 116,422 4 634,949 19 22,628 1 54,176 2 14,947 -
			53,650 2
			570,091 17
			1,866,742 56 441,608 13 440,642 13 (84,382) (3)
			2,664,610 79
	1,326,351 40		119,545 4
			2,784,155 83
	$ 3,354,246 100		$ 3,354,246 100

Chairman：廖宗仁

CEO：廖宗仁

Accounting Manager：林美蓮

Bright LED Electronics Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

From January 1 to December 31, 2018 and 2017

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2018	% 100 79	2017	% 100 76
Amount $ 1,650,740 1,303,626		Amount 1,972,727 1,502,698
347,114	21	470,029	24
48,442 260,577 15,973 (2,149)	3 16 1 -	57,534 271,117 16,285 -	3 14 1 -
322,843	20	344,936	18
24,271	1	125,093	6
97,703 (12,900) (1,732) 3,919	6 (1) - -	115,288 (31,100) (2,749) (3,508)	6 (2) - -
86,990	5	77,931	4
111,261 24,351	6 1	203,024 18,473	10 1
86,910	5	184,551	9
212 (274) (300)	- - -	(780) - 133	- - -
(362)	-	(647)	-
(6,501) - -	- - -	(59,815) 26,492 -	(3) 2 -
(6,501)	-	(33,323)	(1)
(6,863)	-	(33,970)	(1)
$ 80,047	5	150,581	8
$ 109,022 (22,112)	6 (1)	209,660 (25,109)	10 (1)
$ 86,910	5	184,551	9
$ 103,998 (23,951)	6 (1)	177,838 (27,257)	9 (1)
$ 80,047	5	150,581	8
$	0.58		1.12
$	0.56		1.09

Chairman：廖宗仁                 CEO：廖宗仁                Accounting Manager：林美蓮

Bright LED Electronics Corp. and Subsidiaries Consolidated Statements of Changes in Equity From January 1 to December 31, 2018 and 2017

(In Thousands of New Taiwan Dollars, Except Dividends Per Share)

			Equity Attributable	Equity Attributable	to Shareholders of the Parent	to Shareholders of the Parent	to Shareholders of the Parent			Treasury Stock	Noncontrolling interests	Total equity
Capital Stock	Capital Surplus		Retained	earnings			Others		Total
						Exchange differences on translations	Unrealized gain/loss on assets at fair value through other comprehensive income	Unrealized gain/loss on available-for- sale financial assets
		Legal reserve	Special reserve	Unappropriate earnings	Total
						(27,303)	-	(21,104)
		208,527	46,910	176,360	431,797				(48,407)		199,245	2,918,654
$ 1,966,742	458,973									(89,696) 2,719,409
- -	- -	- -	- -	209,660 (647)	209,660 (647)	- (57,667)	- -	- 26,492	- (31,175)	- 209,660 - (31,822)	(25,109) (2,148)	184,551 (33,970)
-	-	-	-	209,013	209,013	(57,667)	-	26,492	(31,175)	- 177,838	(27,257)	150,581
- - - - (100,000) - -	- - - - (17,437) - 23	17,636 - - - - - -	- 1,497 - - - - -	(17,636) (1,497) (149,339) - - (954) -	- - (149,339) - - (954) -	- - - - - - -	- - - - - - -	- - - - - - -	- - - - - - -	- - - - - (149,339) (27,741) (27,741) 117,437 - - (954) - 23	- - - - - (28,492) -	- - (149,339) (27,741) - (29,446) 23
1,866,742 - -	441,559 - -	226,163 - -	48,407 - -	215,947 109,022 (88)	490,517 109,022 (88)	(84,970) - (4,662)	- - (274)	5,388 - -	(79,582) - (4,936)	- 2,719,236 - 109,022 - (5,024)	143,496 (22,112) (1,839)	2,862,732 86,910 (6,863)
-	-	-	-	108,934	108,934	(4,662)	(274)	-	(4,936)	- 103,998	(23,951)	80,047
- - - - -	- - - - 49	21,595 - - - -	- 31,175 - - -	(21,595) (31,175) (158,673) (136) -	- - (158,673) (136) -	- - - - -	- - - 136 -	- - - - -	- - - 136 -	- - - - - (158,673) - - - 49	- - - - -	- - (158,673) - 49
$ 1,866,742	441,608	247,758	79,582	113,302	440,642	(89,632)	(138)	5,388	(84,382)	- 2,664,610	119,545	2,784,155

Chairman：廖宗仁

CEO：廖宗仁

Accounting Manager：林美蓮

Bright LED Electronics Corp. and Subsidiaries

Consolidated Statements of Cash Flows

From January 1 to December 31, 2018 and 2017

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES： Income before tax Adjustments： Depreciation and amortization expenses Benefits from expected credit losses/ income reclassified from bad debt expenses Nets on financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Share of profit/loss of associates accounted for using equity method Loss on disposal or retirement of property, plant and equipment (profit) Total adjustments Changes in operating assets and liabilities: Decrease in contract assets Decrease in notes and accounts receivable (including related parties), net Increase in construction contracts receivable Decrease (increase) in inventories Increase in other current assets Decrease in notes and accounts payable (including related parties) Decrease in other payables and other current liabilities Decrease in defined benefit liabilities, net Total Cash generated from operations Interest received Interest paid Income tax paid Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES`：` Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Decrease in other financial assets`－`current Increase in other assets`－`noncurrent Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in short-term borrowings Repayment of long-term borrowings Increase (decrease) in other noncurrent liabilities Cash dividends paid Costs of treasury stock buyback Changes in noncontrolling interests Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR	2018 $ 111,261	2017 203,024
	96,421 (2,149) (247) 1,732 (4,787) (29,451) (3,919) 20,793	117,208 (4,093) (338) 2,749 (5,499) (22,688) (3,508) (17,177)
	78,393	66,654
	36,273 74,602 - 90,972 (8,768) (34,278) (26,168) (7,173)	- 41,952 (16,164) (817) (64,138) (94,383) (13,670) (2,198)
	203,853	(82,764)
	315,114 4,697 (1,732) (19,447)	120,260 5,427 (2,749) (30,198)
	298,632	92,740
	(13,991) 9,448 (30,000) 30,000 - - (34,070) 926 1,236 50,717 (2,238) 32,545	(100,000) - - - (18,672) 7,263 (38,669) 48,492 5,086 194,281 (22,622) 25,665
	44,573	100,824
	- (18,815) (519) (158,673) - -	(20,000) (36,340) 5,377 (149,339) (27,741) (29,446)
	(178,007)	(257,489)
	(3,438)	(54,324)
	161,760 609,366	(118,249) 727,615
	$ 771,126	609,366

Chairman：廖宗仁                 CEO：廖宗仁                Accounting Manager：林美蓮

【 Attachment IV 】

Bright LED Electronics Corp.

2018 Earnings Distribution Proposal

(In Thousands of New Taiwan Dollars)

Items	Amount
Unappropriated retained earnings as of December 31,2017	4,504,384
Add(deduct)：
Actuarial losses of 2018	(88,183)
Profit(loss)on disposal of financial assets	(136,079)
Unappropriated retained earnings - Adjusted	4,280,122
Add：
Net income of 2018	109,021,974
Unappropriated retained earnings of 2018	113,302,096
Add(deduct)：
Legal reserve	(11,330,210)
Special reserve	(4,799,519)
Retained earnings available for distribution	97,172,367
Appropriation：(Number of outstandingshares:186,674,224)
Cash dividends(NT$0.52/ share)	97,070,596
Balance of unappropriated retained earnings	101,771

Chairman： 廖宗仁 CEO： 廖宗仁 Accounting Manager： 林美蓮

`【` Attachment V `】`

Bright LED Electronics Corp. 2019 Annual Shareholders’ Meeting 18[th] List of Director Candidates

Title	Name	Education	Experience	Current Positions	Shareholdings (Shares)
Director	Tsun-Jen Liaw	․Bachelor Degree in Physics, Chung Yuan Christian University, Taiwan.	․Chairman, Bright LED Electronics Corp.	․Director, KoBrite Corp. ․Chairman, Wan Hui company HK ․Chairman, Kobrite Corp. ․Director, Bright Crystal Company Limited ․Director, WK Technology Fund IX Ltd. ․Director, New Future Capital Ltd. ․Director, Foxfortune Technology Ventures Limited ․Director, Powertip Image Corp. ․Director, Powertip Technology Corp. ․Director of AB Corp. ․Chairman,Bright LED Electronics Corp.	20,323,417
Director	Shu-June Wang	․Ching Kuo Institute of Management and Health,Taiwan.	․Director, Bright LED Electronics Corp.	․Director, Bright LED Electronics Corp.	5,766,547
Director	Chi-Chia Hsieh	․Ph.D. in Electrical Engineering, University of Santa Clara, USA.	․Chairman, IQE Taiwan Corporation ․Chairman, Microelectronics Technology Inc.	․Independent Director, Bright LED Electronics Corp. ․Director, KoBrite Corp. ․Director, Bright Crystal Company Limited ․Chairman, IQE Taiwan Corporation ․Chairman, Microelectronics Technology Inc. ․Director, Sasson Capital ․Independent Director, Innolux Corporation․Director, Advanced Wireless Semiconductor Company ․Director, Taiwan Cement Corporation ․Independent Director, AcBel Polytech Inc. ․Chairman, Jupiter Network Corp. ․Director, Kopin Corp	0
Director	Hsin-Pei Liao	․Bachelor drgree in Finance, University of Alberta, Canada.	․Director, Bright LED Electronics Corp. ․Director, KoBrite Corp.	․Director, Bright LED Electronics Corp. ․Director, KoBrite Corp. ․Director, Powertip Image Corp. ․Director,PowertipTechnologyCorp.	3,292,333
Director	Representative of Wan-Hsu Investment Co., Ltd.`﹕`Po-Yuan Lin	․Ph.D. in Materials Science and Engineering, Case Western Reserve University,USA.	․Sr. Process Engineer, AC Propulsion	․Director, Bright LED Electronics Corp.	25,880,397
Independent Director	Ming-Chang Huang	․Ph.D. in Physics, Univeristy of Florida, USA.	․Professor, Chung Yuan Christian University ․Dean of the College of Science, Chung Yuan Christian University	․Professor, Chung Yuan Christian University․Independent Director, Bright LED Electronics Corp.	0
Independent Director	Chwen-Shell Ho	․Ph.D. in Physics, North Dakota State University, USA.	․Associate Professor, Chung Yuan Christian University ․Chairman of Department of Physics, Chung Yuan Christian University	․Associate Professor, Chung Yuan Christian University ․Independent Director, Bright LED Electronics Corp.	0
Supervisor	Ju-Ching Liao	․National Hsinchu Senior High School, Taiwan.	․Supervisor, Bright LED Electronics Corp.	․Supervisor, Bright LED Electronics Corp.	2,240,541
Supervisor	Chin-Lung Huang	․Shih Hsin Senior High School,Taiwan.	․Supervisor, Bright LED Electronics Corp.	․CEO, Jin-Hui Management Consultant Corp.	0
Supervisor	Representative of Yi-Run Investment Co., Ltd.`：`Hung-Change Lin	․Master degree in Finance, The George Washington University, USA. ․EMBA, National Taiwan University, Taiwan.	․CFO, M subgroup of Foxconn Technology Group ․Supervisor, Bright LED Electronics Corp.	․Supervisor, Provision Co., Ltd. ․Consultant, Taiwan Rolling Stock Co.,Ltd.	30,876,212

`【` Attachment VI `】`

Bright LED Electronics Corp.

2019 Annual Shareholders’ Meeting Situations of 18[th] List of Directors’

Positions in Other Companies

Title	Name	Positions in Other Companies
Director	Tsun Jen Liaw	․Director, KoBrite Corp. ․Chairman, Wan Hui company HK ․Chairman, Kobrite Corp. ․Director, Bright Crystal Company Limited
Director	Chi-Chia Hsieh	․Independent Director, AcBel Polytech Inc. ․Director, KoBrite Corp. ․Director, Bright Crystal Company Limited

【 Attachment VII 】

Comparasion Table for the Articles of Incorporation Before and After Revision

【Attachment VII】 Comparasion Table for the Articles of Incorporation Before and After Revision	【Attachment VII】 Comparasion Table for the Articles of Incorporation Before and After Revision
		June 12,2019
After the version	Before the version	Explanation
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佰鴻工業股份有限公司in the Chinese language,and BRIGHT LED ELECTRONICS CORP.in theEnglish language.	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佰鴻工業股份有限公司in the Chinese language.	Registrated company’s English name to increase recognizability and convenience.
Article 20 Omitted. This corporation may issue profit sharing bonuses to employees of~~the company~~ ~~meeting certain conditions.a~~n affiliated company meeting the conditions set by the Board of Directors or, by the person duly authorized by the Board of Directors.	Article 20 Omitted. This corporation may issue profit sharing bonuses to employees of the company meeting certain conditions.	Increased flexibility of employees’profit sharing bonuses
Article 20-1 When allocating the earnings for each fiscal year, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the earnings left over,until the accumulated legal capital reserve has equaled the total capital of the Corporation;then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. After this Corporation has set aside the capital reserves, the balance left over shall be allocated according to the following principles per resolution of the shareholders’ meeting: earnings of this Corporation may be distributed by way of cash dividend and/or stock dividend. Howover, the ratio for cash dividend shall not less than 10% of total distribution. The balance left over can also be allocatedby issuing new shares per resolution of the shareholders’ meeting. According to the Company Act, the Corporation authorizes the distributable	Article 20-1 When allocating the earnings for each fiscal year, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the earnings left over, then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. After this Corporation has set aside the capital reserves, the balance left over shall be allocated according to the following principles per resolution of the shareholders’ meeting: earnings of this Corporation may be distributed by way of cash dividend and/or stock dividend. Howover, the ratio for cash dividend shall not less than 10% of total distribution.	1. Added the quota of accumulated legal capital reserve. 2. Simplified the procedure of the distributable dividends and bonuses in whole or in part or according to the Company Act 241, distribute its legal reserve and the following capital reserve, in whole or in part be paid in cash.

dividends and bonuses in whole or in part or according to the Company Act 241, distribute its legal reserve and the following capital reserve, in whole or in part be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Article 22 Article 22 Added new amendment date These Articles of Incorporation are agreed These Articles of Incorporation are to and signed on March 28, 1981 by agreed to and signed on March 28, 1981 all ………… by all ………… The thirty-two amendment on June 8, The thirty-two amendment on June 8, 2018 and the thirty-three amendment on 2018. June 12, 2019.

【 Attachment VIII 】

Comparasion Table for the Procedures of Acquisistion

Or Disposal of Assets Before and After Revision

		June 12,2019
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Article 3 The term "assets" as used in these regulations includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property, and construction enterprise inventory, ~~land use right)~~and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Right-of-use assets. 6. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7. Derivatives. 8. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 9. Other major assets	Article 3 The term "assets" as used in these regulations includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property, and construction enterprise inventory, land use right) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 6. Derivatives. 7. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 8. Other major assets	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission

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Article 4 Terms used in these regulations are defined as follows: 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specifiedinterest rate,financial instrument price,commodity price, foreign exchange rate,index of prices or rates,credit rating or credit index, or othervariable;or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. 2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3of the Company Act. 3~6 Omitted 4. The term "within a 1-year period" means a period of 1 year calculated retroactively from the date of assets acquisition or disposal. Amounts already announced publicly are exempted from inclusion in the calculation. 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlyingasset with	Article 4 Terms used in these regulations are defined as follows: 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from assets, interest rate, foreign exchange rate, index or other goods; or hybrid contracts combining the above contracts. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. 2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-8 of the Company Act. 3~6 Omitted 7. The term "within a 1-year period" means a period of 1 year calculated retroactively from the date of assets acquisition or disposal. Amounts already announced publicly are exempted from inclusion in the calculation. 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission

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the same transaction counterparty within the preceding year. 3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 5. The term “recent financial statements”means the financial statements that are most recent period, certified or reviewed by a certified public accountant prior to the assets acquisition or disposal. 9. Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. 10. Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.	disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 6. The term “recent financial statements”means the financial statements that are most recent period, certified or reviewed by a certified public accountant prior to the assets acquisition or disposal.

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Article 5 Total amounts of investing in real propertyand right-of-use assetsor securities of non-affiliated companies that is not for business use. The limits of above assets acquired by the Company or individual subsidiaries are: 1. The total amount of real propertyand right-of-use assetsshall not be over 20% of net value. 2. The total amount of securities of non-affiliated companies shall not be over 50% of net value. 3. The total amount of individual securities of non-affiliated companies shall not be over 25% of net value.	Article 5 Total amounts of investing in real property or securities of non-affiliated companies that is not for business use. The limits of above assets acquired by the Company or individual subsidiaries are: 4. The total amount of real property shall not be over 20% of net value. 5. The total amount of securities of non-affiliated companies shall not be over 50% of net value. 6. The total amount of individual securities of non-affiliated companies shall not be over 25% of net value.	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission
Article 6 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more	Article 6 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party or de facto related party of any party to the transaction.	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission

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professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. 4. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3. They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data use, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 7 The procedures of the acquisition or disposal of real property, equipment, or right-of-use assets 1. Appraisal and Operating procedures When the company acquisits or disposes real property, equipment or right-of-use assets, shall follow the	Article 7 The procedures of the acquisition or disposal of real property or equipment 1. Appraisal and Operating procedures When the company acquisits or disposes real property and equipment, shall follow the Company’s property,	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public

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Company’s property, plant and equipment cycle in our internal control system. 2. Deciding procedures of transaction terms and degree of authority delegated 1. Acquising or disposing real property orright-of-use assetsshall consider its present value, assessed value, nearby real-estate’s transaction price…etc. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is over NT$10 milion dollars, the decision must be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 2. Acquisiting or disposing equipmentor righ-of-use assets shall be completed by either inquiring, pricing and bargaining prices or tendering. When the total amount is below NT$10 milion dollars, the decision must be approved according to the degree of authority delegated. When the total amount is over NT$10 milion dollars, the decision must be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Where the position of independent director has been created in accordance with the	plant and equipment cycle in our internal control system. 2. Deciding procedures of transaction terms and degree of authority delegated 1. Acquising or disposing real property shall consider its present value, assessed value, nearby real-estate’s transaction price…etc. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is over NT$10 milion dollars, the decision must be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 2. Acquisiting or disposing equipment shall be completed by either inquiring, pricing and bargaining prices or tendering. When the total amount is below NT$10 milion dollars, the decision must be approved according to the degree of authority delegated. When the total amount is over NT$10 milion dollars, the decision must be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Where the position of independent director has been created in accordance with the provisions of the Act, when a transaction involving the	Companies” published by Financial Supervisory Commission

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provisions of the Act, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3. Executive unit Acquising or disposing real property, equipment,or righ-of-use assetsshall according to the presiously stated level of authority and submit for approval and execute by user department and administration department. 4. Real property, equipment,or righ-of-use assetsappraisal report In acquiring or disposing of real property, equipment,or right-of-use assetsthereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting witha domesticgovernment agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. Omitted	acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3. Executive unit Acquising or disposing real property or equipment shall according to the presiously stated level of authority and submit for approval and execute by user department and administration department. 4. Real property or equipment appraisal report In acquiring or disposing of real property or equipment thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

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	Omitted
Article 8 The procedures of the acquisition or disposal of securities Omitted 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Omitted	Article 8 The procedures of the acquisition or disposal of securities Omitted 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. Omitted	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission
Article 9 Related party transactions 1. When a public company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12 herein. When judging whether a transactional counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. 2. Appraisal and Operating procedures When a public company intends to acquire or dispose of real propertyor right-of-use assetsthereof from or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right-of-use assets thereof from or to a related party and	Article 9 Related party transactions 1. When a public company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12 herein. When judging whether a transactional counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. 2. Appraisal and Operating procedures When a public company intends to acquire or dispose of real property thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property thereof from or to a related party and the transaction amount reaches 20	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission

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the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued bydomestic securities investment trust enterprises, the company may not proceed toenter into a transaction contract or make a paymentuntil the following matters have been approved by the board of directors and recognized by the supervisors: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a transactional counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17. 4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated	percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed until the following matters have been approved by the board of directors and recognized by the supervisors: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a transactional counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17. 4. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. 3. The calculation of the transaction

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with the transaction. 3. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 31, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between a public company and its parent or subsidiaries, or between its subsidiaries in whichit directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, paragraph 1, subparagraph 3 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real property right-of-use assets held for business use. Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 4. Reasonableness of the transaction costs 1. A public company that acquires real propertyor right-of-use assetsthereof from a related party shall evaluate the reasonableness of the transaction	amounts referred to in the preceding paragraph shall be made in accordance with Article 31, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. Acquisition or disposal of equipment thereof held for business use that is conducted between a public company and its parent or subsidiaries, chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 4. Reasonableness of the transaction costs 1. A public company that acquires real property thereof from a related party shall evaluate the reasonableness of

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costs by the following means: 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3. A public company that acquires real propertyor right-of-use assetsthereof from a related party and appraises the cost of the real propertyor right-of-use assetsthereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. 4. When the results of a public company's appraisal conducted in accordance with paragraph 1 and	the transaction costs by the following means: 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3. A public company that acquires real property thereof from a related party and appraises the cost of the real property thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. 4. When the results of a public company's appraisal conducted in accordance with paragraph 1 and

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paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: A.Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. C. Where a public company acquiring real property, or	paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: A.Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. B. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

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obtaining real propertyor right-of-use assetsthrough leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. 2. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. 5. Where a public company acquires real propertyor right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding section 3 items 1 and 2’s evaluation are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real propertyor right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity	C. Where a public company acquiring real property through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. 2. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. 5. Where a public company acquires real property thereof from a related party and the results of appraisals conducted in accordance with the preceding section 3 items 1 and 2’s evaluation are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another

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method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. 2. Supervisors shall comply with Article 218 of the Company Act. Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee. 3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. A public company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor leasedat a premium, or they have been disposed of,or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. 6. Where a public company acquires real propertyor right-of-use assetsthereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding sections 1 and 2 for related evaluation and procedure, and the preceding section 3 items 1, 2 and 3 do not apply: 1. The related party acquired the real	company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. 2. Supervisors shall comply with Article 218 of the Company Act. Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee. 3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. A public company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. 6. Where a public company acquires real property thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding sections 1 and 2 for related evaluation and procedure, and the preceding section 3 items 1, 2 and 3 do not apply: 1. The related party acquired the real

After the version	Before the version	Explanation
propertyor right-of-use assetsthereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assetsthereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land. 4. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 7. When a public company obtains real propertyor right-of-use assetsthereof from a related party, it shall also comply with the preceding section 3, item 5 if there is other evidence indicating that the acquisition was not an arm’s length transaction.	property thereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property thereof to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land. 7. When a public company obtains real property thereof from a related party, it shall also comply with the preceding section 3, item 5 if there is other evidence indicating that the acquisition was not an arm’s length transaction.
Article 10 The procedures of the acquisition or disposal of intangible assetsor right-of-use assets thereof or memberships 1. Appraisal and Operating procedures When the company acquisits or disposes intangible assetsor right-of-use assets thereof or memberships,shall follow the Company’s property, plant and equipment cycle in our internal control system. 2. Deciding procedures of transaction terms and degree of authority delegated 1. Acquising or disposing membershipsshall consider evaluation report from experts or	Article 10 The procedures of the acquisition or disposal of memberships or intangible assets 1. Appraisal and Operating procedures When the company acquisits or disposes memberships or intangible assets, shall follow the Company’s property, plant and equipment cycle in our internal control system. 2. Deciding procedures of transaction terms and degree of authority delegated 1. Acquising or disposing memberships shall consider evaluation report from experts or fair market value. Resolved transaction terms and prices should present in analysis	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission

After the version	Before the version	Explanation
fair market value. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is below 10% of the paid-in capital or NT$50 milion dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 2. Acquising or disposing intangible assets or right-of-use assetsshall consider evaluation report from experts or fair market value. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is below 10% of the paid-in capital or NT$50 milion dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. 3. Executive unit Acquising or disposing intangible assetsor right-of-use assets thereof or memberships shall according to the presiously stated level of authority and submit for approval and execute by user department and administration department. 4. Intangible assetsor right-of-use assets thereof or membershipsappraisal report	report to the chairman. When the total amount is below 10% of the paid-in capital or less than NT$50 milion dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 2. Acquising or disposing intangible assets shall consider evaluation report from experts or fair market value. Resolved transaction terms and prices should present in analysis report to the chairman. When the total amount is below 10% of the paid-in capital or less than NT$50 milion dollars, the decision shall be approved by the chairman. When the total amount is over NT$50 milion dollars, the decision shall be approved by the board of Directors. 3. With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. 3. Executive unit Acquising or disposing memberships or intangible assets shall according to the presiously stated level of authority and submit for approval and execute by user department and administration department. 4. Memberships or intangible assets appraisal report 1. In acquiring or disposing memberships thereof where the

After the version	Before the version	Explanation
1. In acquiring or disposing membershipsthereof where the transaction amount reaches 1% of the Company's paid-in capital or NT$10 million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser. 2. In acquiring or disposing intangible assetsor right-of-use assetsthereof where the transaction amount reaches 10% of the Company's paid-in capital or NT$50 million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser. 3. In acquiring or disposing intangible assetsor right-of-use assets thereof or membershipsthereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, shall not just obtain an appraisal report from a professional appraiser but also obtain CPA’s opinion on reasonableness of transaction prices prior to the date of occurrence of the event. CPA shall further conduct and comply with Article 20 of Statements on Auditing Standards published by Accounting Research and Development Foundation.	transaction amount reaches 1% of the Company's paid-in capital or NT$10 million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser. 2. In acquiring or disposing intangible assets where the transaction amount reaches 10% of the Company's paid-in capital or NT$50 million or more, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser. 3. In acquiring or disposing memberships or intangible assets where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, shall not just obtain an appraisal report from a professional appraiser but also obtain CPA’s opinion on reasonableness of transaction prices prior to the date of occurrence of the event. CPA shall further conduct and comply with Article 20 of Statements on Auditing Standards published by Accounting Research and Development Foundation.
Article 12 The procedures for the acquisition or disposal of derivatives trading 1. Trading principals and strategies 3. Segregation of duties Omitted 2. Risk management 2. Market risk management Mainly consider open foreign exchange trading market provided by bank, not futures market tentatively. Omitted	Article 12 The procedures for the acquisition or disposal of derivatives trading 1. Trading principals and strategies 3. Segregation of duties Omitted 2. Risk management 2. Market risk management Mainly consider open foreign exchange trading market provided by bank, not futures market. Omitted 5. Operational risk management	Correction

After the version	Before the version	Explanation
5. Operational risk management 4. The position held in the trading of derivative products shall be evaluated at least once a week, but the hedging transaction made for business purposes shall be evaluated at least twice a month, and the evaluation reports shall be given to high-level managers authorized by the board of directors. Omitted 3. Internal auditing system 1. Internal auditors shall check the suitability of internal control of derivative transactions periodically and inspect monthly the compliance of the trading departments with the procedures for the acquisition or disposal of derivatives trading and analyze the trading cycle in order to make the auditing report. If there are abnormal situations, the internal auditors shall report to the Supervisorsand Independent Directorsin writing. Omitted 4. Periodic assessment methods 1. The board of Directors shall authorize high-level managers to periodically evaluate whether the results of the derivative transactions conform to the formulated operational policies and whether the attendant risk of these transactions iswithin the capability of the company.If there are abnormal situations in the market price evaluation reports (such as the held position has exceeded the loss limit), the high-level manager shall report to the board of directors immediately and take necessary measures to deal with the situation. 2. The position held in the trading of derivative products shall be evaluated at least once a week, but the hedging transaction made for business purposes shall be evaluated at least twice a month, and the evaluation reports shall be given to high-level managers authorized by the board of	4. The position held in the trading of derivative products shall be evaluated at least once a week, but the hedging transaction made for business purposes shall be evaluated at least twice a month, and the evaluation reports shall be given to high-level managers authorized by the board of directors. Omitted 3. Internal auditing system 1. Internal auditors shall check the suitability of internal control of derivative transactions periodically and inspect monthly the compliance of the trading departments with the procedures for the acquisition or disposal of derivatives trading and analyze the trading cycle in order to make the auditing report. If there are abnormal situations, the internal auditors shall report to the Supervisors in writing. Omitted 4. Periodic assessment methods 1. The board of Directors shall authorize high-level managers to periodically evaluate whether the results of the derivative transactions conform to the formulated operational policies and whether the attendant risk of these transactions is within the capability of the company. If there are abnormal situations in the market price evaluation reports (such as the held position has exceeded the loss limit), the high-level manager shall report to the board of directors immediately and take necessary measures to deal with the situation. 2. The position held in the trading of derivative products shall be evaluated at least once a week, but the hedging transaction made for business purposes shall be evaluated at least twice a month, and the evaluation reports shall be given to high-level managers authorized by the board of

After the version	Before the version	Explanation
directors.	directors.
Article 14 The Procedures of information disclosure 1. Announcement of declaration project and declaration standard 1. Acquisition or disposal of real propertyor right-of-use assetsthereof from or to a related party, or acquisition or disposal of assets other than real propertyor right-of-use assetsthereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 4. Where an asset transaction other than any of those referred to in the preceding, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading ofdomesticgovernment bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 3. Acquisition or disposal of equipmentor right-of-use assets	Article 14 The Procedures of information disclosure 1. Announcement of declaration project and declaration standard 1. Acquisition or disposal of real property thereof from or to a related party, or acquisition or disposal of assets other than real property thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 4. Where an asset transaction other than any of those referred to in the preceding, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 3. Acquisition or disposal of the type	Amended according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” published by Financial Supervisory Commission

After the version	Before the version	Explanation
thereof from or to a not related party for business use and the transaction amount is below NT$500 million dollars. 4. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction does not reach NT$500 million. Omitted	of assets that are equipments for business use thereof from or to a not related party and the transaction amount is below NT$500 million dollars. 4. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale and the amount the company expects to invest in the transaction does not reach NT$500 million. Omiited
Article 15 The Company’s subsidiaries shall be subject to the following provisions: 1.Subsidiaries shall follow the Company’s provisions when acquiring or disposing assets. 2.Information required be publicly announced and reported in accordanc with the provisions of the preceding Chapter on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company. 3.Among declaration standards of a subsidiary, “the Company” in the provision “above the Company’s 20% of paid-in capital or 10% of total assets” refers to the parent company. 4. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of	Article 15 The Company’s subsidiaries shall be subject to the following provisions: ~~1. Subsidiaries shall also set its version of~~ ~~provisions which followed Regulations~~ ~~Governing the Acquisition and~~ ~~Disposal of Assets by Public~~ ~~Companies and report to its board.~~ ~~After the subsidiary’s board of~~ ~~directors approves, the provisions shall~~ ~~report to both sides’ shareholders~~ ~~meetings, same applies to amendments~~ ~~of the provisions.~~ 2. Subsidiaries shall~~also ~~follow the Company’s provisions when acquiring or disposing assets. 3. Information required be publicly announcing and reporting in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company. 4. Among declaration standards of a subsidiary, “the Company” in the provision “above the Company’s 20% of paid-in capital or 10% of total assets” refers to the parent company. 5. For the calculation of 10 percent of

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transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted	total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted
Article 19 These Procedures of Acquisistion or Disposal of Assets are first agreed and signed on April 08, 1998 by all ………… The eleventh amendment on June 13, 2017 and the twelfth amendment on June 12,2019.	Article 19 These Procedures for Acquisistion or Disposal of Assets are first agreed and signed on April 08, 1998 by all ………… The eleventh amendment on June 13. 。	Added new amendment date

【 Attachment IX 】

Comparasion Table for the Procedures of

Loaning of Funds and Making of Endorsements/Guarantees

	June 12,2019	June 12,2019
After the version	Before the version	Explanation
Article 2 A public company shall comply with these Regulations when making loans to and endorsements/guarantees for others; provided that wherefinancial relatedact or regulation provides otherwise, the provisions of such act shall prevail.	Article 2 A public company shall comply with these Regulations when making loans to and endorsements/guarantees for others; provided that where~~another act or~~ ~~regulation ~~provides otherwise, the provisions of such act shall prevail.	Amended according to the latest version announced by the Financial Supervisory Comission
Article 3 Under Article 15 of the Company Act, a public company shall not loan funds to any of its shareholders or any other person except under the following circumstances: 1. Where an inter-company or inter-firm business transaction calls for a loan arrangement; or 2. Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender's net worth. The term "short-term" as used in the preceding paragraph means one year, or where the company's operating cycle exceeds one year, one operating cycle. The term "financing amount" as used in paragraph 1, sub-paragraph 2 of this Article means the cumulative balance of the public company's short-term financing. The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the public company holds, directly or indirectly, 100% of the voting sharesor the foreign ompany that the Company directly or indirectly holds 100% of the voting shares loans funds to the Company.However, the provisions of Article 9, subparagraphs 3 and 4 concerning the setting of the amount limits and the durations of loans shall still apply.	Article 3 Under Article 15 of the Company Act, a public company shall not loan funds to any of its shareholders or any other person except under the following circumstances: 1. Where an inter-company or inter-firm business transaction calls for a loan arrangement; or 2. Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender's net worth. The term "short-term" as used in the preceding paragraph means one year, or where the company's operating cycle exceeds one year, one operating cycle. The term "financing amount" as used in paragraph 1, sub-paragraph 2 of this Article means the cumulative balance of the public company's short-term financing. The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the public company holds, directly or indirectly, 100% of the voting shares. However, the provisions of Article 9, subparagraphs 3 and 4 concerning the setting of the amount limits and the durations of loans shall still apply.	Amended according to the latest version announced by the Financial Supervisory Comission

After the version	Before the version	Explanation
If the person in charge of the Company violates the provisions of the first paragraph and the preceding paragraph, the person shall be responsible for the return of the loan with the borrower; if the company suffers damage, the person shall also be liable for damages.
Article 7 The term "announce and report" as used in these Regulations means the process of entering data to the information reporting website designated by the Financial Supervisory Commission. “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of loaning of funds and making of endorsements/guarantees, whichever date is earlier.	Article 7 The term "announce and report" as used in these Regulations means the process of entering data to the information reporting website designated by the Financial Supervisory Commission. “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of ~~the transaction,~~whichever date is earlier.	Amended according to the latest version announced by the Financial Supervisory Comission。
Article 8 The Company intending to loan funds to others shall formulate its Operational Procedures for Loaning Funds to Others in compliance with these Regulations, and, after passage by the board of directors, submit the Procedures to each supervisor and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders'meeting. The same shall apply to any amendments to the Procedures. Where the Company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion;if an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting.	Article 8 The Company intending to loan funds to others shall formulate its Operational Procedures for Loaning Funds to Others in compliance with these Regulations, and, after passage by the board of directors, submit the Procedures to each supervisor and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to each supervisor and for discussion by the shareholders'meeting. The same shall apply to any amendments to the Procedures. Where the Company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions ~~specifically expressing assent or dissent~~	Amended according to the latest version announced by the Financial Supervisory Comission

After the version	Before the version	Explanation
	~~and their reasons for dissent shall be~~ ~~included in the minutes of the board of~~ ~~directors' meeting.~~
Article 9 The Company shall specify the following matters in its Operational Procedures for Loaning Funds to Others and shall handle such matters accordingly： Omitted … 11. Other particulars required by the FSC. If the Company engages in short-term financing in accordance with Article 3, paragraph 5, it shall, in addition to the provisions of the preceding paragraph, strengthen risk assessment and set amount limits of loans to those without collaterals, in same industry, in same group or in same conglomerate.	Article 9 The Company shall specify the following matters in its Operational Procedures for Loaning Funds to Others: Omitted… 11. Other particulars required by the FSC.	Amended according to the latest version announced by the Financial Supervisory Comission
Article 11 Omitted When submiting the Operational Procedures of Endorsements/Guarantees for discussion to the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration of each independent director's opinions;if an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting.	Article 11 Omitted When submiting the Operational Procedures of Endorsements/Guarantees for discussion to the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration of each independent director's opinions;~~the independent~~ ~~directors' opinions specifically expressing~~ ~~assent or dissent and the reasons for~~ ~~dissent shall be included in the minutes of~~ ~~the board of directors' meeting. ~~	Amended according to the latest version announced by the Financial Supervisory Comission
Article 12 The Company shall specify the following matters in its Operational Procedures for Endorsements/Guaranteesand handle such matters accordingly: Omitted	Article 12 The Company shall specify the following matters in its Operational Procedures for Endorsements/Guarantees: Omitted	Amended according to the latest version announced by the Financial Supervisory Comission
Article 25 Omitted 3. The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the	Article 25 Omitted 3. The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10	Amended according to the latest version announced by the Financial

After the version	Before the version	Explanation
aggregate amount of all endorsements/guarantees for,a book value of investment accounted for under the equity method, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement. Omitted	millions or more and the aggregate amount of all endorsements/guarantees for,~~investment of a long-term nature~~ ~~in,~~and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement. Omitted	Supervisory Comission
Article 26 The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures. The Company shall report matters that were prescribed in accordance with the provisions of Article 15, Paragraph 2 or Article 18, Paragraph 2 to the Supervisors and the independent directors in writing at the same time; the Company shall also submit the rectification plans that were prescribed in accordance with the provisions of Article 16 or Article 20 to the supervisors and the independent directors at the same time.	Article 26 The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures.	Amended according to the latest version announced by the Financial Supervisory Comission
Article 27 These Procedures of Loaning of Funds and Making of Endorsements/Guarantees are first agreed and signed on April 08, 1998 by all ………… The seventh amendment on June 08, 2016 andthe eighth amendment on June 12, 2019.	Article 27 These Procedures of Loaning of Funds and Making of Endorsements/Guarantees are first agreed and signed on April 08, 1998 by all ………… The sixth amendment on June 11, 2013 and the seventh amendment on June 08, 2016.	Added new amendment date

【 Appendix I 】

A r t i c l es o f I n c or p o r a t io n

o f

B r i g h t L ED E l ec t ro n i cs C o r p.

C h a p t e r I - G e n e r a l P r o v i s i o n

Article 1： The Company shall be incorporated, as a company limited by shares, under the Company Act, and its name shall be 佰鴻工業股份有限公司 in the Chinese language.
Article 2： The scope of business of the Corporation shall be as follows:
CC01040 Lighting Facilities Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipments Manufacturing
CE01040 Watches and Clocks Manufacturing
CH01040 Toys Manufacturing
E601020 Electric Appliance Installation
E603050 Cybernation Equipments Construction
E603080 Traffic Signals Construction
E605010 Computing Equipments Installation Construction
F113020 Wholesale of Household Appliance
F401010 International Trade
F113070 Wholesale of Telecom Instruments
F213090 Retail Sale of Traffic Signal Equipments and Materials
I501010 Product Designing
I301010 Software Design Services
I301020 Data Processing Services
E601010 Electric Appliance Construction
EZ06010 Traffic Labels Construction
E603090 Illumination Equipments Construction
IG03010 Energy Technical Services
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1： The total amount of the Company’s reinvestment shall not be subject to the restriction of not more than forty percent of the Company’s paid-up capital as provided in Article 13 of the Company Act. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.
Article 3： The Company shall have its registered head office in New Taipei, Taiwan, Republic of China and shall, where necessary and with a resolution to do so by the Board of Directors

(“Board”), set up branch offices either within or outside the territory of the Republic of China.

Article 4： (Deleted)

C h a p t e r I I - C a p i t a l S t o c k

Article 5： The total registered capital stock of the Company shall be three and the half Billion New Taiwan Dollars (NT$3,500,000,000), divided into three hundred and fifty Million (350,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) per share. Any unissued shares shall be issued, where necessary, upon the approval of the Board. Twenty million shares of the above total capital stock of the Company with a par value of Ten New Taiwan Dollars (NT$10) per share shall be retained for the issuance of employee stock options, which may be issued from time to time upon the approval of the Board.

Article 6： (Deleted)

Article 7： The Company may issue shares without printing share certificate(s), but shall be registered at Centralized securities depository enterprises.
Article 7-1： The Company’s stock matters shall comply with relevant provisions of the Company Act and Regulations Governing the Administration of Shareholder Services of Public Companies of the Republic of China.
Article 8： Registration of share transfers shall be suspended for a 60–day period immediately prior to a general meeting of the shareholders; for a 30–day period immediately prior to an extraordinary meeting of the shareholders; and for a 5–day period immediately prior to the record date for distribution of dividend, bonuses or other benefits.

C h a p t e r I I I - S h a r e h o l d e r s ’ M e e t i n g s

Article 9： There are two types of shareholders’ meetings, the general meetings and the extraordinary meetings. General meetings shall be held once a year and held within 6 months of the end of each fiscal year and convened by the Board by no less than 30 days’ prior notice to the shareholders. Extraordinary meetings shall be convened in accordance with the relevant laws, by no less than 15 days’ prior notice to the shareholders.
Article 9-1： The shareholders’ meeting shall be presided over by the Chairman of the Board of Directors of the Company. In his absence, the Chairman shall designate one of the Directors to preside. If failing to designate, the Directors present at the meetings shall elect from amongst themselves.

Article 10： If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend and

vote on behalf of the shareholder at a shareholders’ meeting by completing and submitting to the Company a form prescribed by the Company stating the scope of authorization. If the agent in the preceding paragraph acts as the proxy for two or more shareholders at the same time and the voting rights he or she represents exceed 3% of the voting rights of all the issued shares, the excess voting rights will not be exercised. The procedure of shareholders’ proxy assignment shall comply with the Company Act and Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.

Article 10-1: Shareholders may exercise their voting rights in written or electronic forms at the shareholders’ meetings. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the shareholders’ meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the shareholders’ meeting which complied with Article 177-2 of the Company Act.

Article 11： Each share of stock shall be entitled to one vote.

Article 12： Unless otherwise provided by the Company Act, all resolutions from a shareholders meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting.
Article 12-1： Resolutions at a shareholders’ meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders of the Company by public announcement within 20 days after the shareholders’ meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting. The minutes shall be kept persistently throughout the life of the company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

C h a p t e r V I - D i r e c t o r s a n d S u p e r v i s o r s

Article 13： There shall be 5 to 7 Directors and 3 Supervisors of the Company. The tenure of the offices of the Directors shall be 3 years and the Directors shall be eligible for re-elections. The minimum percentage of shareholding of directors and supervisors shall comply with the

provisions of the securities authority. Among the directors, there shall be not less than 2 independent directors and and not less than one-fifth of the total number of directors. The election of Directors is adopted by candidate nomination system. The shareholders shall elect the directors from among the nominees listed in the roster of director and Supervisor candidates at the shareholders’ meeting. This shall comply with relevant regulations.

Article 13-1： The board of directors shall have the following powers and authorities:

     1.  Reviewing and supervising annual business plan

     2.  Reviewing budget and deliberating final account

     3.  Proposing earning distribution or deficit make-up

     4.  Proposing capital addition/reduction plan

     5.  Reviewing and supervising major capital expenditure plan

     6.  Concluding branches (except offices) establishment or cancellation

     7.  Proposing new article or amendment of the article of incorporation

     8.  Examining important foreign contracts or other major matters

     9.  Examining and approving reinvestment on other businesses or factoring of reinvestment’s shares

     10.  Reviewing and supervising significant transactions between the Company and the interested party (including affiliated companies)

     11.  Appointing or dismissing the general manager, deputy general manager and associated managers

Examining and approving purchase or disposal of significant assets and significant rules and procedures

 13.  Other powers and authorities given by other laws and regulations and by the shareholders’ meetings

Article 13-2： Supervisors shall have the following powers and authorities:
1. Reviewing and supervising the Company’s business and relevant details
2. Auditing accounting books, relevant documents and financial situation
Other powers and authorities given by the Company Act and the shareholders’ meetings
Article 14： The Board comprises directors. The chairperson of the Board shall be elected from among the directors with consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. The chairperson of the Board shall be the representative of the Company and implement all matters of the company in accordance with the laws and regulations, the company's articles of association, the resolutions of the shareholders’ meeting and the board of directors.
Article 15： In the chairman’s absence, the deputy designated from the Directors shall be acting for him according to Article 208 of the Company Act.
Article 15-1： Matters related to the resolutions of a shareholders meeting shall be recorded in the

meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and the minute taker. A copy of the meeting minutes shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be retained for the duration of the existence of the Company. Items which shall be included in the meeting minutes shall comply with the Company Act and Regulations Governing Procedure for Board of Directors Meetings of Public Companies. The meeting minutes may be produced and distributed in electronic form.

Article 15-2： (Deleted)

Article 15-3： Each director shall attend the meeting of the board of directors in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.
Article 15-4： When convening a meeting of the board of directors, a notice with the subjects written shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time. The notice may be effected in written or by means of electronic transmission (E-mail, fax or etc).
Article 16： The Company’s Directors and Supervisors’ attendance fees shall be comparable to peer’s level regardless of the Company’s operating profits or losses.

C h a p t e r V - M a n a g e m e n t

Article 17： The Company has one general manager and several vice general managers and associated managers. Appointment and discharge and the remuneration of the managerial personnel shall comply with the Article 29 of the Company Act.

C h a p t e r V I - F i n a n c i a l R e p o r t s

Article 18：After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, audited by the Supervisors and submitted no later than thirty days prior to the regular shareholders’ meeting date for acceptance:
Business Report;
Financial Statements;
Proposal Concerning Appropriation of Earnings or Covering of Losses.

Article 19：(Deleted)

Article 20： Before paying dividends or bonuses to shareholders, the Company shall set aside not

more than 2% of its annual profits as compensation to its directors and not less than 8% as profit sharing bonuses to its employees; provided, however, that the Company shall have reserved a sufficient amount to offset its accumulated losses. Employees’ profit sharing bonuses and compensations to directors and supervisors are resolved by a majority vote at a Board of Directors meeting attended by two-thirds of the total number of directors and shall be reported to the shareholders’ meeting. Qualification requirements of employees entitled to receive shares or cash set for in the above paragraph shall be applied to the employees of subsidiaries who meet certain requirements.

Article 20-1： In the event that the Company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, and then set aside for legal reserve 10% pursuant to laws and regulations, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board for approval at a shareholders’ meeting. Earnings of the Company may be distributed by way of cash dividend and/or stock dividend. Howover, the ratio for cash dividend shall not less than 10% of total distribution.

C h a p t e r V I I - S u p p l e m e n t a r y P r o v i s i o n

Article 21： Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws. Article 22： The Articles of Incorporation were agreed to and signed on March 28, 1981. The first amendment was made on May 19, 1981. The second amendment was made on June 27, 1984. The third amendment was made on October 20, 1984. The fourth amendment was made on December 24, 1984. The fifth amendment was made on July 14, 1986. The sixth amendment was made on February 27, 1987. The seventh amendment was made on May 18, 1991. The eighth amendment was made on June 10, 1991. The ninth amendment was made on November 20, 1993. The tenth amendment was made on June 07, 1995. The eleventh amendment was made on July 07, 1997. The twelfth amendment was made on August 07, 1997. The thirteenth amendment was made on June 08, 1998.

The fourteenth amendment was made on June 22, 1999. The fifteenth amendment was made on June 09, 2000. The sixteenth amendment was made on June 08, 2001. The seventeenth amendment was made on June 12, 2002. The eighteenth amendment was made on June 12, 2003 The nineteenth amendment was made on May 31, 2004. The twentieth amendment was made on June 10, 2005. The twenty-first amendment was made on June 14, 2006. The twenty-second amendment was made on June 08, 2007. The twenty- third amendment was made on June 13, 2008. The twenty- fourth amendment was made on June 10, 2009. The twenty- fifth amendment was made on March 04, 2010. The twenty- sixth amendment was made on June 14, 2010. The twenty- seventh amendment was made on June 09, 2011. The twenty- eighth amendment was made on June 06, 2012. The twenty- ninth amendment was made on June 11, 2013. The thirtieth amendment was made on June 12, 2015. The thirty- first amendment was made on June 08, 2016. The thirty- second amendment was made on June 08, 2018.

【 Appendix II 】

Bright LED Electronics Corp. Rules and Procedures of Shareholders’ Meeting

Article 1. Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.
Article 2. Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also make the shareholders meeting agenda and supplemental meeting materials available for review by shareholders at any time. The meeting agenda and supplemental materials shall be displayed at the Company and at the professional shareholder services agency designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Shareholder(s) holding one percent (1%) or more of the total number of

outstanding shares of the Company may propose to the Company a proposal for discussion at the Meeting, but only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The board of directors shall not include a proposal into the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4. Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten(10) days. The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the Meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the Meeting where his proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to preparing and delivering the Meeting notice, inform the proposal submitting shareholders of the results of the proposal, and shall list in the Meeting notice the proposals conforming to the requirements set out in this rule. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause for exclusion of such proposals and explanation shall be made by the board of directors at the Meeting.

Article 3. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 4. The Meeting shall be held at the head office of the Company or at any other

appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Independent Directors’ opinions on where to convence the Meeting shall take into account as well.

Article 5. The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a corporate is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If the Meeting is called by the board of directors, the chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. The preceding chairman presiding by one of the board of directors shall at least be that position for more than 6 months and shall know the Company’s financial and

business conditions well. Same applies to the corporate director who is elected by others.

The Meeting, which is called by the board of directors, shall have more than half of the board of directors attended.

If the Meeting is called by any other person than the board of directors, who has the right to call the Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting.

The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.

Article 6. The process of the Meeting shall be taperecorded or videotaped and these tapes shall be preserved for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 7. Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated based on the submitted attendance cards plus the number of shares whose voting powers are exercised in writing or by way of electronic transmission. Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements, no quorum can yet be constituted and the shareholders present at the Meeting represent less than one - third of the total outstanding shares, the chairman may announce adjournment. 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 Act. The aforesaid tentative resolutions shall be notified by all shareholders and the Company shall convene the Meeting again within one month. 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 in accordance with

Article 174 of the Company Act.

Article 8. If the Meeting is convened by the board of directors, the agenda of the Meeting shall be set by the board of directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the scheduled agenda. If the Meeting is convened by any person other than the board of directors, the provision set forth in the preceding paragraph shall be applicable mutatis mutandis. Unless otherwise resolved at the Meeting, the chairman shall not adjourn the Meeting until the discussion items (including extraordinary motions), listed on the agenda, have been resolved. After the Meeting is adjourned, the shareholders shall not appoint another chairman to continue the Meeting at the same place or at a new location unless the chairman has violated the Rules and Procedures for the Meeting in adjourning the Meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. Article 9. 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 of speeches 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 to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail. Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (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. Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otheriwse the chairman shall stop such interruption. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 10. Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 11.

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed to reject, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has

been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 12. The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected. The ballots for the election refer to the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
Article 14. On the day of a shareholders meeting, the Company shall compile, in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 15. Persons handling affairs of the Meeting shall wear identification cards or badges. 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. The chairman or the disciplinary (or security) personnel may expel anyone who disturbs the order of the Meeting.
The Company prepares loudspeaker at the Meeting place. The chairman may stop anyone who speaks without using the loudspeaker that the Company prepares.
Article 16. During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement according to the regulation of the Company Act Article 182.
Article 17. These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
Article 18. Officially resolved in the Founders Meeting held on June 08, 1998. First amendment was approved by the Shareholders’ meeting on June 12, 2002. Second amendment was approved by the Shareholders’ meeting on June 11, 2013. Third amendment was approved by the Shareholders’ meeting on June 08, 2018.

【 Appendix III 】

Bright LED Electronics Corp. Rules for Election of Directors

Article 1. Otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors and supervisors shall be conducted in accordance with these Procedures.
Article 2. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal

relationship nor a relationship within the second degree of kinship with any other director.

The election of independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 3. Supervisors of the Company shall meet the following qualifications:

Integrity and a practical attitude.
Impartial judgment.
Professional knowledge.
Broad experience.
Ability to read financial statements.

In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, in order to select appropriate supervisors to help strengthen the corporation's risk management and control of finance and operations.

At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director.

A supervisor may not serve concurrently as the director, managerial officer, or any other employee of the Company and at least one of the supervisors must be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor.

Article 4. Elections of both directors and supervisors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 and Article 216-1 of the Company Act.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of Supervisors falls below that prescribed in the Company’s articles of incorporation due to the dismissal of a Supervisor for any reason, a by-election to fill the vacancy should be held at the next shareholders meeting ideally. When the Supervisors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 5. The cumulative voting method shall be used for election of the Directors and Supervisors at the Company. Each share will have voting rights in number equal to the Directors or Supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent Directors and non-independent Directors shall be held together, elected positions shall be calculated separately.
Article 6. The board of directors shall prepare separate ballots for Directors and Supervisors in numbers corresponding to the Directors or Supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 7. The number of Directors and Supervisors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and

non-independent Director Positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 8. Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or corporate shareholder, the name of the governmental organization or corporate shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or corporate shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 10. A ballot is invalid under any of the following circumstances:
The ballot was not prepared by the board of directors.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
Article 11. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as Directors or

Supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

Article 12. The board of Directors of the Company shall issue notifications to the persons elected as Directors or Supervisors.
Article 13. These procedures and any amendments hereto shall be implemented after approval by a shareholders meeting.
Article 14. The rules were officially resolved in the Founders Meeting held on June 08, 1998. First amendment was approved by the Shareholders’ meeting on June 12, 2002. Second amendment was approved by the Shareholders’ meeting on June 11, 2013. Third amendment was approved by the Shareholders’ meeting on June 08, 2016 Forth amendment was approved by the Shareholders’ meeting on June 08, 2018.

【 Appendix IV 】

Shareholdings of All Directors and Supervisors

Bright LED Electronics Corp.

Title	Name	Date	Shareholdings at the time of last election	Shareholdings at the time of last election	Shareholdings at the time of last election	Current shareholdings (Shares)	Current shareholdings (Shares)	Current shareholdings (Shares)
			Type	Shares	%	Type	Shares	%
Chairman	Tsun-Jen Liaw	June 08 2016	Common	18,949,417	9.63%	Common	20,323,417	10.86%
Director	Shu-June Wang	June 08 2016	Common	5,766,547	2.93%	Common	5,766,547	3.09%
Director	Chi-Chia Hsieh	June 08 2016	Common	0	0.00%	Common	0	0.00%
Director	Representative of Wan-Hsu Investment Co., Ltd.`﹕` Po-Yuan Lin	June 08 2016	Common	24,303,397	12.36%	Common	25,880,397	13.86%
Director	Hsin-Pei Liao	June 08 2016	Common	3,292,333	1.67%	Common	3,292,333	1.76%
Independent Director	Ming-Chang Huang	June 08 2016	Common	0	0.00%	Common	0	0.00%
Independent Director	Chwen-Shell Ho	June 08 2016	Common	0	0.00%	Common	0	0.00%
Supervisor	Ju-Ching Liao	June 08 2016	Common	2,240,541	1.14%	Common	2,240,541	1.20%
Supervisor	Chin-Lung Huang	June 08 2016	Common	0	0.00%	Common	0	0.00%
Supervisor	Representative of Yi-Run Investment Co., Ltd.`：` Hung-Change Lin	June 08 2016	Common	28,216,212	14.35%	Common	30,876,212	16.54%
TOTAL				82,768,447	42.08%		88,379,447	47.34%

Total shares issued as of 6/8/2016﹕ 196,674,224 shares

Total shares issued as of 4/14/2019﹕ 186,674,224 shares

Notes：Under the relevant regulations, Bright LED Electronics Corp.’s Directors are required to hold in the aggregate not less than 11,200,453 shares. As of 4/14/2019, the total of shareholdings that the Directors held is 55,262,694 shares.

Under the relevant regulations, Bright LED Electronics Corp.’s Supervisors are required to hold in the aggregate not less than 1,120,045 shares. As of 4/14/2019, the total of shareholdings that the Supervisors held is 33,116,753 shares.

AI assistant

BRIGHT — Annual Report 2018

52264_rns_2019-06-26_3e8244df-4367-439d-8192-7b2996c0fd6e.pdf

佰鴻工業股份有限公司 BRIGHT LED ELECTRONICS CORP. 2019 Annual Shareholders’ Meeting

Meeting Agenda

Notice to readers:

Table of Contents

BRIGHT LED ELECTRONICS CORP.

2019 Shareholders’Meeting Procedure

BRIGHT LED ELECTRONICS CORP.

2019 Annual Shareholders’Meeting Agenda

(Translation)

Proposed Resolutions

Resolution：

Resolution：

Directors Election

Explanatory Notes：

Discussed Items

Resolution：

Resolution：

Resolution：

Resolution：

【 Attachment I 】

Business Report

2018 Result

Financial Performance (based on consolidated Financial Statements)

Technological Developments

Summary, corporate development, and outlook affected by external competition, regulatory environment and overall operation strategy

【 Attachment II 】

Supervisors’Review Report

【 Attachment III 】

INDEPENDENT AUDITORS’ REPORT

(Parent Company Only Financial Statements)

Opinion

Basis for Opinion

Key Audit Matters

Inventory valuation

Revenue Recognition

The description of key audit matter:

Account Receivables Valuation

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

N otice to Readers

Bright LED Electronics Corp.

Parent Company Only Balance Sheets December 31, 2018 and 2017

Bright LED Electronics Corp.

Parent Company Only Statements of Comprehensive Income

Accounting Manager：林美蓮

Bright LED Electronics Corp.

Parent Company Only Statements of Changes in Equity

From January 1 to Decemeber 31, 2017 and 2018

Bright LED Electronics Corp.

Parent Company Only Statements of Cash flows

From Jauary 1 to December 31, 2017 and 2018

(In Thousands of New Taiwan Dollars)

Representation Letter

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Account Receivables Valuation

Other Matter

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Bright LED Electronics Corp. and Subsidiaries

Consolidated Balance Sheets

December 31, 2017 and 2018

Bright LED Electronics Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

From January 1 to December 31, 2018 and 2017

Bright LED Electronics Corp. and Subsidiaries Consolidated Statements of Changes in Equity From January 1 to December 31, 2018 and 2017

Bright LED Electronics Corp. and Subsidiaries

Consolidated Statements of Cash Flows

From January 1 to December 31, 2018 and 2017

【 Attachment IV 】

Bright LED Electronics Corp.

2018 Earnings Distribution Proposal

【 Attachment V 】

BRIGHT Annual Report 2018

`佰鴻工業股份有限公司` BRIGHT LED ELECTRONICS CORP. 2019 Annual Shareholders’ Meeting

`Accounting Manager：林美蓮`

`【` Attachment V `】`

`【` Attachment VI `】`