DELTA - AGM Information 2013 | FinancialReports.eu

Delta Electronics, Inc. (“Company”) Minutes of 2013 Annual General Shareholders' Meeting (Translation)

Time: 10:00 AM, June 7, 2013

Place: Conference Room at 2[nd] floor, no. 18,

XinLong Road, Taoyuan City, Taoyuan County

Quorum: 2,155,486,168 shares were represented by the shareholders and proxies present, which amounted to 88.84% of the Company’s 2,426,016,226 issued and outstanding shares.
Attendance: Ms. Audrey Tseng, and Ms. Vanessa Yeh, CPA, PricewaterhouseCoopers Mr. James Chen, Attorneys-at-Law, Lee and Li
Chairman: Yancey Hai, Chairman of the Board of Directors
Recorder: Ms. Jill Lee

Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)

Salute according to the etiquette

Chairman’s speech: (omitted)

I. REPORT ITEMS

(1) 2012 Operation Results (Please refer to the Attachment 1, page 29-36)
(2) 2012 Financial Results (Please refer to the Attachment 2, page 37-51)
(3) Audit Committee's Review Opinions on 2012 Financial Results (Please refer to the Attachment 3, page 52)
(4) The Adjustment to 2012 Distributable Earnings and the Amount of the Special Reserve set aside by the Company (Please refer to the Meeting Handbook, page 6)
(5) The Amendments to Rules and Procedures of the Meeting of Board of Directors (Please refer to the Attachment 4, page 53-60)

II. ACKNOWLEDGEMENT AND DISCUSSION ITEMS

Item 1 Acknowledge the 2012 Financial Results (Proposed by the Board of Directors)

Explanation: (1) This Company's 2012 Financial Results including the Business Report, Financial Statements and Consolidated Financial Statements (please refer to page 29-51) have been reviewed by the Audit Committee of the Company. The Audit Committee of the Company has found no discrepancies after a thorough review and have made a written review report for records.

(2) Please acknowledge.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,805,214,024, among which 1,015,095,277 was exercised by electronic transmission, or 83.74% of the total voting rights when votes were cast).

Item 2 Acknowledge the 2012 Earnings Distribution (Proposed by the Board of Directors)

Explanation: (1) With regard to earnings in 2012, an earnings distribution table has been prepared and attached below in accordance with the Company Law and the Company's Articles of Incorporation. This earnings distribution table was approved by the meeting of the Board of Directors of the Company held on March 11, 2013.
(2) NT$12,843,221,947 will be distributed as shareholders' cash dividends for 2012. After approval by the annual general shareholders' meeting, the Board of Directors of the Company would be authorized to set a record date of dividends distribution to shareholders of record for shares held on the record date. Based on the number of the issued shares of the Company entitled to receiving distribution as of February 26, 2013 (i.e., 2,423,249,424 shares), each one thousand shares shall receive a cash dividend of NT$5,300. If the number of outstanding shares of the Company changes due to exercise of employee stock options and consequently leads to a change in the dividend distribution ratio approved by the general meeting, the Board of Directors of the Company is authorized to adjust the ratio based on the number of outstanding shares.
(3) Please acknowledge.

Delta Electronics, Inc. 2012 Earnings Distribution Table

Item Undistributed earnings of previous year Add: Revert of fractional cash dividend of previous year Earnings in 2012 Pre-tax earnings in 2012 Income tax expense After-tax earnings in 2012 [Note 1] Subtract: setting aside 10% legal reserve Subtract: setting aside special reserve Earnings available for distribution by the end of 2012 [Note 2] Distribution items:	Explanation	(in NT$) Amount
		6,696,308,714 34,083 17,038,125,958 928,584,109 16,109,541,849 1,610,954,185 1,918,413,214 19,276,517,247

Shareholders bonuses--cash [Note 3]

NT$5.3 per share 12,843,221,947

Undistributed earnings by the end of 2012

6,433,295,300

Note 1: Allocated employee bonuses--cash: NT$2,047,925,270.
Allocated directors' compensation--NT$30,400,000.
Note 2: Principle of earnings distribution in the Company's 2012 Earnings Distribution Table: Distribution of 2012 distributable earnings first.
Note 3: On the basis of the number of outstanding common shares of the Company as of February 26, 2013 (i.e., 2,423,249,424 shares).
Note 4: Distribution of cash dividends will be calculated to New Taiwan Dollar. Fractional amount less than one dollar will be set aside as undistributed earnings.

Chairman:_ Manager:_ Chief Accounting Officer:_____

Resolution: Approved and acknowledged as proposed by the Board of Directors by

voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,805,215,119, among which 1,015,096,372 was exercised by electronic transmission, or 83.75% of the total voting rights when votes were cast).

Item 3 Discussion of Amendments to Articles of Incorporation (Proposed by the Board of Directors)

Explanation:(1) The Company plans to amend certain provisions in the Articles of
- Incorporation to better meet the Company's business needs and to establish good corporate governance. The details please see the comparison table of the Company's Articles of Incorporation before and after revision.
(2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Articles of Incorporation	Comparison Table of Revised Articles of the Articles of Incorporation	Comparison Table of Revised Articles of the Articles of Incorporation
Article after revision	Article before revision	Explanation
Article 2 The Company is engaged in the following businesses: 1. A101020 Food Crops; 2. A102080 Horticulture; 3. A199990 Other Agriculture; 4. C801010 Basic chemical industry business; 5. C801990 Other chemical material manufacturing business; 6. C802120 Industrial Catalyst Manufacturing; 7. CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified; 8. CA04010 Metal Surface Treating; 9. CB01010 Machinery equipment manufacturing business; 10. CB01071 Frozen and Air- conditioning manufacturing business; 11. CB01990 Other machinery manufacturing business; 12. CC01010 Electronicpower	Article 2 The Company is engaged in the following businesses: 1. A101020 Food Crops; 2. A102080 Horticulture; 3. A199990 Other Agriculture; 4. C801010 Basic chemical industry business; 5. C801990 Other chemical material manufacturing business; 6. C802120 Industrial Catalyst Manufacturing; 7. CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified; 8. CA04010 Metal Surface Treating; 9. CB01010 Machinery equipment manufacturing business; 10. CB01071 Frozen and Air- conditioning manufacturing business; 11. CB01990 Other machinery manufacturing business; 12. CC01010 Electronicpower	Amendments to the business items have been drafted to better meet the Company's business needs: add subparagraphs 21, 51, 56, and 95 and re- number the original subparagraph to conform to the Codes of Business Items promulgated by the Ministry of Economic Affairs.

13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24.	generating, Electric transmission and power distributing machinery manufacturing business; CC01030 Electric appliance and audiovisual electric products manufacturing business; CC01040 Lighting equipment manufacturing business; CC01060 Wire communication equipment and apparatus manufacturing business; CC01070 Wireless communication devices and equipment manufacturing business; CC01080 Electronic parts and components manufacturing business; CC01090 Batteries manufacturing business; CC01101 Restrained telecommunication radio frequency equipment and materials manufacturing; CC01110 Computers and its peripheral equipment manufacturing business; CC01120 Data Storage Media Manufacturing and Duplicating; CC01990 Other electrical and electronic machinery and materials manufacturing business; CD01010 Ship and parts manufacturing business; CD01020 TramwayCars	generating, Electric transmission and power distributing machinery manufacturing business; 13. CC01030 Electric appliance and audiovisual electric products manufacturing business; 14. CC01040 Lighting equipment manufacturing business; 15. CC01060 Wire communication equipment and apparatus manufacturing business; 16. CC01070 Wireless communication devices and equipment manufacturing business; 17. CC01080 Electronic parts and components manufacturing business; 18. CC01090 Batteries manufacturing business; 19. CC01101 Restrained telecommunication radio frequency equipment and materials manufacturing; 20. CC01110 Computers and its peripheral equipment manufacturing business; 21. CC01990 Other electrical and electronic machinery and materials manufacturing business; 22. CD01010 Ship and parts manufacturing business; 23. CD01020 Tramway Cars manufacturing business; 24. CD01030 Automobiles and auto-parts manufacturing

manufacturing business; 25. CD01030 Automobiles and auto-parts manufacturing business; 26. CD01040 Motorcycles and motorcycle parts manufacturing business; 27. CD01050 Bicycles and bicycle parts manufacturing business; 28. CD01060 Aircraft and parts manufacturing business; 29. CD01990 Other transportation equipment and parts manufacturing business; 30. CE01010 General equipment and instruments manufacturing business; 31. CE01021 measuring instruments manufacturing business; 32. CE01030 Photographic and Optical Equipment Manufacturing business; 33. CE01040 Clocks and Watches manufacturing business; 34. CE01990 Other photographic and optical equipment manufacturing business; 35. CF01011 Medical appliances and equipment business; 36. E599010 Pipe lines construction business; 37. E601010 Electric appliance installation business; 38. E601020 Electric appliance construction business; 39. E602011 Frozen and Air- conditioning Engineering; 40. E603040 Fire fighting	business; 25. CD01040 Motorcycles and motorcycle parts manufacturing business; 26. CD01050 Bicycles and bicycle parts manufacturing business; 27. CD01060 Aircraft and parts manufacturing business; 28. CD01990 Other transportation equipment and parts manufacturing business; 29. CE01010 General equipment and instruments manufacturing business; 30. CE01021 measuring instruments manufacturing business; 31. CE01030 Photographic and Optical Equipment Manufacturing business; 32. CE01040 Clocks and Watches manufacturing business; 33. CE01990 Other photographic and optical equipment manufacturing business; 34. CF01011 Medical appliances and equipment business; 35. E599010 Pipe lines construction business; 36. E601010 Electric appliance installation business; 37. E601020 Electric appliance construction business; 38. E602011 Frozen and Air- conditioning Engineering; 39. E603040 Fire fighting equipments installation business; 40. E603050 Automation control

41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54.	equipments installation business; E603050 Automation control equipment manufacturing business; E603090 Illumination equipments installation business; E604010 Machinery installation business; E605010 Computer equipment installation business; E7010030 Restricted telecommunication radio frequency equipment and materials installation business; EZ05010 Apparatus installation and construction business; EZ14010 Sports Ground Equipments Construction; F101081 Wholesale of Seedling; F106040 Water containers wholesale business; F108031 Drugs and medical goods wholesale business; F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles; F113010 Machinery wholesale business; F113020 Electrical appliances wholesale business; F113050 Computer and office appliances and equipment wholesale business;	equipment manufacturing business; 41. E603090 Illumination equipments installation business; 42. E604010 Machinery installation business; 43. E605010 Computer equipment installation business; 44. E7010030 Restricted telecommunication radio frequency equipment and materials installation business; 45. EZ05010 Apparatus installation and construction business; 46. EZ14010 Sports Ground Equipments Construction; 47. F101081 Wholesale of Seedling; 48. F106040 Water containers wholesale business; 49. F108031 Drugs and medical goods wholesale business; 50. F113010 Machinery wholesale business; 51. F113020 Electrical appliances wholesale business; 52. F113050 Computer and office appliances and equipment wholesale business; 53. F113070 Telecommunication equipment wholesale business; 54. F118010 Computer software wholesale business; 55. F119010 Electronic components and materials

55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71.	F113070 Telecommunication equipment wholesale business; F113110 Wholesale of Batteries; F118010 Computer software wholesale business; F119010 Electronic components and materials wholesale business; F199990 Other wholesale business; F201010 Retail Sale of Agricultural Products; F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products; F208031 Medical equipment retail business; F209060 Education, musical instruments and entertainment articles retail business; F213010 Electrical appliances retail business; F213030 Computer and office appliances and equipment retail business; F213060 Telecommunication equipment retail business; F218010 Computer software retail business; F219010 Electronic components and materials retail business; F399040 Non-store retail business; F401010 International trade business; F401021 Restricted telecommunication radio	wholesale business; 56. F199990 Other wholesale business; 57. F201010 Retail Sale of Agricultural Products; 58. F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products; 59. F208031 Medical equipment retail business; 60. F209060 Education, musical instruments and entertainment articles retail business; 61. F213010 Electrical appliances retail business; 62. F213030 Computer and office appliances and equipment retail business; 63. F213060 Telecommunication equipment retail business; 64. F218010 Computer software retail business; 65. F219010 Electronic components and materials retail business; 66. F399040 Non-store retail business; 67. F401010 International trade business; 68. F401021 Restricted telecommunication radio frequency equipment and materials import business; 69. F401181 Measuring instrument importing business; 70. F601010 Intellectual property business; 71. G801010 Warehousing and storage business;

frequency equipment and materials import business; 72. F401181 Measuring instrument importing business; 73. F601010 Intellectual property business; 74. G801010 Warehousing and storage business; 75. I101070 Agriculture, Forestry, Fishing and Animal Husbandry Consultancy; 76. I103060 Management consulting services business; 77. I301010 Software design and service business; 78. I301020 Data processing services business; 79. I301030 Digital information supply services business; 80. I401010 General advertising service business; 81. I501010 Product external appearance designing business; 82. I599990 Other design business; 83. IG02010 Research development service business; 84. IG03010 Energy technical services business; 85. IZ03010 Newspaper clipping business; 86. IZ04010 Translation business; 87. IZ10010 Typesetting business; 88. IZ13010 Network authentication service business; 89. IZ99990 Other industryand	72. I101070 Agriculture, Forestry, Fishing and Animal Husbandry Consultancy; 73. I103060 Management consulting services business; 74. I301010 Software design and service business; 75. I301020 Data processing services business; 76. I301030 Digital information supply services business; 77. I401010 General advertising service business; 78. I501010 Product external appearance designing business; 79. I599990 Other design business; 80. IG02010 Research development service business; 81. IG03010 Energy technical services business; 82. IZ03010 Newspaper clipping business; 83. IZ04010 Translation business; 84. IZ10010 Typesetting business; 85. IZ13010 Network authentication service business; 86. IZ99990 Other industry and commerce services not elsewhere classified; 87. J303010 Magazines (journals) publishing business; 88. J304010 Books publishing business; 89. J305010 Audio publishing business; 90. J399010 Softwarepublishing

90. 91. 92. 93. 94. 95. 96. 97.	commerce services not elsewhere classified; J303010 Magazines (journals) publishing business; J304010 Books publishing business; J305010 Audio publishing business; J399010 Software publishing business; J399990 Other publishing business; J701070 Computer Recreational Activities; JE01010 Rental and leasing business; ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.	business; 91. J399990 Other publishing business; 92. JE01010 Rental and leasing business; 93. ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.
Article 18 The Company shall have at least five but no more than thirteen directors to be elected at the shareholders' meeting by the shareholders from any person with legal capacity in accordance with the Company Law. The term of office for directors shall be three years. All of the directors are eligible for re-election. To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at leastthree independent directors, and the number of independent directors shall be no less than one-fifth of the total number of the directors. The directors(including		Article 18 The Company shall have at least five but no more than thirteen directors to be elected at the shareholders' meeting by the shareholders from any person with legal capacity in accordance with the Company Law. The term of office for directors shall be three years. All of the directors are eligible for re-election. To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least two independent directors, and the number of independent directors shall be no less than one-fifth of the total number of the directors. The directors(includingindependent	Amendment is made to conform to the Securities and Exchange Act.

	independent directors) shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system in Article 192-1 of the Company Law. Compliance matters with respect to independent directors shall be subject to the regulations prescribed by the Company Law and the securities authority. Paragraphs 3 to 5 are not amended.	directors) shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system in Article 192- 1 of the Company Law. Compliance matters with respect to independent directors shall be subject to the regulations prescribed by the Company Law and the securities authority. Paragraphs 3 to 5 are omitted.
	Article 18-1 The Company shall establish an Audit Committee according to Article 14-4 of the Securities and Exchange Act and the Audit Committee shall have such powers and duties of supervisors as provided in the Company Law, the Securities and Exchange Act, and other laws and regulations.		Addition is made to meet the Company's business needs and to establish good corporate governance.
	Article 33 These Articles of Incorporation were enacted on July 28, 1975. (the 1stthrough45th revision dates have been omitted for simplicity) The46th amendment is made on June7, 2013.	Article 33 These Articles of Incorporation were enacted on July 28, 1975. (the 1stthrough44th revision dates have been omitted for simplicity) The45th amendment is made on June 19, 2012 .	Addition of the 46~~th~~ revision date.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,801,359,861, among which 1,011,241,114 was exercised by electronic transmission, or 83.57% of the total voting rights when votes were cast).

Item 4 Discussion of the Amendments to Rules and Procedures of Shareholders' Meeting (Proposed by the Board of Directors)

Explanation:(1) In order to conform to relevant laws and regulations and to enhance the operation of shareholders' meeting and protect shareholders' rights and interests, it is proposed to amend certain provisions of the Rules and Procedures of Shareholders' Meeting. The details please see the comparison table of the Rules and Procedures of Shareholders' Meeting before and after revision.

(2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Rules and Procedures of Shareholders' Meeting

	Article after revision		Article before revision	Explanation
	Article 6 The Company shall, in the notification of the shareholders' meeting, specify attending shareholders'check-in time and place for such meeting and other important matters. The check-in time for attending shareholders shall commence from at least thirty minutes before the meeting. There shall be clear signs and sufficient and adequate staffs in the check-in place. Attending shareholders or their appointed proxies (hereafter referred to as"shareholders") shall be admitted to the shareholders' meeting on the basis of attendance passes, attendance cards, or other attendance documents; those persons soliciting proxy forms shall be required to present identification documents for checking identities. The Company shall provide a sign-in book allowing attending shareholders to sign in or require attendingshareholders to submit		Article 6 The Company shall provide a sign-in book allowingattending shareholders or their appointed proxies (hereafter referred to as "shareholders") to sign in or require attending shareholders to submit attendance cards in lieu of signing in. The Company shall provide meeting agenda, annual reports, attendance passes, speech notes, ballots, and other meeting materials to shareholders attending the shareholders' meeting; ballots shall be given to attending shareholders when the election of directors (including independent directors) is to be held. Shareholders shall be admitted to the shareholders' meeting on the basis of attendance passes, attendance cards, or other attendance documents; those persons soliciting proxy forms shall be required to present identification documents for checking identities.	Paragraph 1 and paragraph 2 are added to conform to the Company Law and relevant regulations and to protect shareholders' rights and interests. The original paragraphs are re- numbered and certain languages are revised as appropriate.

attendance cards in lieu of signing in. The Company shall provide meeting agenda, annual reports, attendance passes, speech notes, ballots, and other meeting materials to shareholders attending the shareholders' meeting; ballots shall be given to attending shareholders when the election of directors (including independent directors) is to be held. When the government or a legal entity is a shareholder, more than one representative may attend the shareholders' meeting. However, a legal entity serving as proxy to attend a shareholders' meeting may appoint only one representative to attend the meeting.	When the government or a legal entity is a shareholder, more than one representative may attend the shareholders' meeting. However, a legal entity serving as proxy to attend a shareholders' meeting may appoint only one representative to attend the meeting.
Article 7 If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or cannot perform his duties for some reason, the Vice-Chairman shall preside at the meeting on the Chairman's behalf; if the Company does not have a vice- Chairman or the Vice-Chairman is on leave or cannot perform his duties for some reason, the Chairman of the Board of Directors shall appoint a managing director to serve on his behalf. If there are no managing directors, the Chairman shall appoint a director to serve on his	Article 7 If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or cannot perform his duties for some reason, the Vice-Chairman shall preside at the meeting on the Chairman's behalf; if the Company does not have a vice- Chairman or the Vice-Chairman is on leave or cannot perform his duties for some reason, the Chairman of the Board of Directors shall appoint a managing director to serve on his behalf. If there are no managing directors, the Chairman shall appoint a director to serve on his	Paragraph 2 is added to enhance the operation of shareholders' meeting and to conform to relevant laws and regulations.

	behalf. If the Chairman has not appointed a representative, the managing directors or directors shall nominate among themselves to preside over the meeting. In the event that a managing director or a director presides at a shareholders'meeting on the Chairman's behalf pursuant to the above paragraph, such managing director or director shall have held office for at least six months and shall be familiar with the financial and business condition of the Company. The same requirements shall apply when a representative of a juristic-person director presides at a shareholders'meeting. The rest is not amended.		behalf. If the Chairman has not appointed a representative, the managing directors or directors shall nominate among themselves to preside over the meeting. Paragraphs 2 to 4 are omitted.
	Article 8 From the moment that the Company accepts check-in for the meeting, the attending shareholders'check-in process, the proceeding of the meeting, and the voting and counting process shall becontinuously audio recordedand videotaped in its entiretywithout any interruption . These audio and video files shall be preserved for at least one year. However, the said files shall be preserved until the conclusion of the lawsuit if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law.		Article 8 The proceeding of the meeting shall be audio recordedor videotaped in its entiretyand these tapes shall be preserved for at least one year. However, the said tapes shall be preserved until the conclusion of the lawsuit if a shareholder initiates a lawsuit in accordance with Article 189 of the Company Law .	Paragraph 1 is added to preserve the proceeding of the meeting in its entirety and to conform to relevant laws and regulations. The original languages regarding preservation period is moved to paragraph 2.
	Article 13 Paragraphs 1 to 5 are not amended.		Article 13 Paragraphs 1 to 5 are omitted. The ballots shall bepublicly	Paragraph 6 is amended to enable the shareholders to promptlyknow the

	The ballotsfor voting or election matters shall be publicly counted at the meeting venueand once the counting is done, the result of voting including the number of votes casted shall be announced at the meeting and placed on record.		counted at the meeting venue and the result of voting shall be announced at the meeting and placed on record.	voting results and the number of votes casted and to conform to relevant laws and regulations.
	Article 14 If the election of directors is conducted at a shareholders' meeting, such an election shall be performed in accordance with the Company's Director Election Regulations, and the results including the list of elected directors and the number of votes casted must be announced at the meeting. The rest is not amended.		Article 14 If the election of directors is conducted at a shareholders' meeting, such an election shall be performed in accordance with the Company's Director Election Regulations, and the results must be announced at the meeting. Omitted.	Paragraph 1 is amended to enable the shareholders to promptly know the voting results, the list of elected persons and the number of votes casted.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,805,213,861, among which 1,015,095,114 was exercised by electronic transmission, or 83.74% of the total voting rights when votes were cast).

Item 5 Discussion of the Amendments to Operating Procedures of Fund Lending (Proposed by the Board of Directors)

Explanation:(1) In order to conform to amendment to relevant laws and regulations and to meet the Company's business needs, it is proposed to amend the Operating Procedures of Fund Lending. The details please see the comparison table of the Operating Procedures of Fund Lending before and after revision.

(2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Operating Procedures of Fund Lending	Comparison Table of Revised Articles of the Operating Procedures of Fund Lending	Comparison Table of Revised Articles of the Operating Procedures of Fund Lending
Article after revision	Article before revision	Explanation
Article 3: Total Amount of Funds Lending and Limit for Each Recipient 1. Not amended. 2. Not amended. 3. Deleted. "Related party","subsidiary"and "parent company"referred to herein shall be determined according to the provisions set forth in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. "Net worth"referred to herein shall mean the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Article 3: Total Amount of Funds Lending and Limit for Each Recipient 1. Omitted. 2. Omitted. 3. The lending of funds between the Company and the foreign Subsidiaries whose equity shares with voting rights are 100% held (directly and indirectly) by the Company may be exempt from the restrictions prescribed in the preceding two paragraphs.	Amendment is made to conform to the Regulations Governing Loaning of Funds and Making of Endorsements and Guarantees by Public Companies.
Article 9: Public Announcement and Reporting Procedures 1. Not amended. 2. In addition to the monthly	Article 9: Public Announcement and Reporting Procedures 1. Omitted. 2. In addition to the monthly	Amendment is made to conform to the Regulations Governing Loaning of Funds and Making of Endorsements and

3.	public announcement and reporting of the Company's balance of lending of funds, in the event that the balance of funds lent by the Company and its Subsidiaries reaches any of the following thresholds, the Finance Division of the Company shall immediately notify the Stock Affairs Division of the Company and provide relevant materials for the Stock Affairs Division to make the public announcement and reporting within two days commencing from the date of occurrence of such event: (1) The balance of lending of funds lent to others by the Company and its Subsidiaries reaches 20 percent or more of the Company's net worth as stated in the Company's latest financial statements. (2) The balance of funds lent by the Company and its Subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in the Company's latest financial statements. (3) Amount of funds newly lent by the Company or its Subsidiaries exceeds NT$10,000,000 and reaches 2 percent or more of the Company's net worth as stated in the Company's latest financial statements. If any of the matters to be publicly announced and reported as specified above is subject to the "Taiwan Stock	public announcement and reporting of the Company's balance of lending of funds, in the event that the balance of funds lent by the Company and its Subsidiaries reaches any of the following thresholds, the Finance Division of the Company shall immediately notify the Stock Affairs Division of the Company and provide relevant materials for the Stock Affairs Division to make the public announcement and reporting within two days of the occurrence of such event: (1) The balance of lending of funds lent to others by the Company and its Subsidiaries reaches 20 percent or more of the Company's net worth as stated in the Company's latest financial statements. (2) The balance of funds lent by the Company and its Subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in the Company's latest financial statements. (3) Amount of funds newly lent by the Company or its Subsidiaries exceeds NT$10,000,000 and reaches 2 percent or more of the Company's net worth as stated in the Company's latest financial statements. 3. If any of the matters to be publicly announced and reported as specified above is subject to the "Taiwan Stock	Guarantees by Public Companies.

Exchange Corporation Procedures for Verification and Disclosure of Material Information of Listed Companies", the Company shall make necessary public announcement in accordance with such regulation. "Date of occurrence"referred to herein shall mean the date of contract signing, date of payment, date of resolution by board of directors, or other date that can determine the counterparty and transaction amount of the transaction, whichever date is earlier.	Exchange Corporation Procedures for Verification and Disclosure of Material Information of Listed Companies", the Company shall make necessary public announcement in accordance with such regulation.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,795,732,765, among which 1,005,614,018 was exercised by electronic transmission, or 83.30% of the total voting rights when votes were cast).

Item 6 Discussion of the Amendments to Operating Procedures of Endorsement and Guarantee (Proposed by the Board of Directors)

Explanation:(1) In order to conform to amendment to relevant laws and regulations and to meet the Company's business needs, it is proposed to amend the Operating Procedures of Endorsement and Guarantee. The details please see the comparison table of the Operating Procedures of Endorsement and Guarantee before and after revision.

(2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Operating Procedures of Endorsement and Guarantee

	Guarantee
Article after revision	Article before revision	Explanation
III. Recipients of Endorsements and Guarantees The Company may make endorsements and/or guarantees for the following companies: 1. Related parties with which the Company has business relations. 2. A company in which the Company directly and indirectly owns more than 50 % of its voting shares. 3. The company which directly and indirectly owns more than 50% of the Company's voting shares. A company in which the Company directly and indirectly owns 100% of its voting shares may make endorsements and/or guarantees to another company in which the Company directly and indirectly owns 100% of its voting shares. The mutual guarantees made by and between the Company and other enterprises of the same trade for the need of contracting	III. Recipients of Endorsements and Guarantees The Company may make endorsements and/or guarantees for the following companies: 1. Related parties with which the Company has business relations. 2. A company in which the Company directly and indirectly owns more than 50 % of its voting shares. 3. The company which directly and indirectly owns more than 50% of the Company's voting shares. A company in which the Company directly and indirectly owns 100% of its voting shares may make endorsements and/or guarantees to another company in which the Company directly and indirectly owns 100% of its voting shares. The mutual guarantees made by and between the Company and other enterprises of the same trade for the need of contracting	Amendment is made to conform to the Regulations Governing Loaning of Funds and Making of Endorsements and Guarantees by Public Companies.

	for construction work or between joint builders in compliance with the contracts or the endorsements/ guarantees made by the shareholders for joint investment in a company in proportion to their shareholdings shall be exempt from the restrictions prescribed in the preceding two paragraphs. The aforementioned investment refers to the investment directly made by the Company or indirectly made through a company whose voting shares are 100% owned by the Company. The terms "related party", "subsidiary" and "parent company" referred to herein shall be determined according to the provisions set forth inthe Regulations Governing the Preparation of Financial Reports by Securities Issuers .		for construction work or between joint builders in compliance with the contracts or the endorsements/ guarantees made by the shareholders for joint investment in a company in proportion to their shareholdings shall be exempt from the restrictions prescribed in the preceding two paragraphs. The aforementioned investment refers to the investment directly made by the Company or indirectly made through a company whose voting shares are 100% owned by the Company. The terms "related party", "subsidiary" and "parent company" referred to herein shall be determined according to the provisions set forth inthe Statement of Financial Accounting Standards No. 5, No. 6 and No. 7 published by the Accounting Research and Development Foundations of the Republic of China .
	IV. Limits of Endorsements and Guarantees The total amount of the endorsements and guarantees made by the Company shall not exceed 40 percent of the Company's net worth as stated in the Company's latest financial statements; and the total amount of endorsements and guarantees made to a single enterprise shall not exceed 20 percent of the Company's net worth as stated in the Company's latest financial statements. The total amount of the endorsements andguarantees		IV. Limits of Endorsements and Guarantees The total amount of the endorsements and guarantees made by the Company shall not exceed 40 percent of the Company's net worth as stated in the Company's latest financial statements; and the total amount of endorsements and guarantees made to a single enterprise shall not exceed 20 percent of the Company's net worth as stated in the Company's latest financial statements. The total amount of the endorsements andguarantees	Amendment is made to conform to the Regulations Governing Loaning of Funds and Making of Endorsements and Guarantees by Public Companies.

	made by the Company and its subsidiary as a whole shall not exceed 50 percent of the Company's net worth as stated in the Company's latest financial statements; and the total amount of endorsements and guarantees made to a single enterprise shall not exceed 30 percent of the Company's net worth as stated in the Company's latest financial statements. "Net worth"referred to herein shall mean the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. (Hereinafter not amended)	made by the Company and its subsidiary as a whole shall not exceed 50 percent of the Company's net worth as stated in the Company's latest financial statements; and the total amount of endorsements and guarantees made to a single enterprise shall not exceed 30 percent of the Company's net worth as stated in the Company's latest financial statements. (Hereinafter omitted)
	V. Procedures for Making Endorsement and Guarantee 1. Not amended. 2. Not amended. 3. Not amended. 4. The Finance Division of the Company shall prepare a table listing endorsements and guarantees made or revoked each month in order to facilitate the Company's internal control, tracking, and making public announcement and reporting. The Finance Division of the Company shall also evaluate and record the contingent loss for endorsements andguarantees	V. Procedures for Making Endorsement and Guarantee 1. Omitted. 2. Omitted. 3. Omitted. 4. The Finance Division of the Company shall prepare a table listing endorsements and guarantees made or revoked each month in order to facilitate the Company's internal control, tracking, and making public announcement and reporting. The Finance Division of the Company shall also evaluate and record the contingent loss for endorsements andguarantees	Amendment is made to conform to the Regulations Governing Loaning of Funds and Making of Endorsements and Guarantees by Public Companies.

made, and shall disclose information relating to endorsements and guarantees made by the Company in the Company's financial statements and shall provide relevant information to the Company's auditing CPA. 5. Not amended. 6. Not amended.	5. 6.	madeaccording to the Statement of Financial Accounting Standards No. 9, and shall disclose information relating to endorsements and guarantees made by the Company in the Company's financial statements and shall provide relevant information to the Company's auditing CPA. Omitted. Omitted.
X. Public Announcement and Reporting Procedures 1. Not amended. 2. In addition to the monthly public announcement and reporting of the Company's balance of endorsements and guarantees, when the amount of endorsements and guarantees made by the Company and its subsidiaries reaches any of the following thresholds, the Finance Division of the Company shall immediately notify the Stock Affairs Division of the Company and provide relevant materials for the Stock Affairs Division to make the public announcement and reporting within two days commencing from the date of occurrence of such event: (1) The balance of endorsements and guarantees made by the Company and its Subsidiaries reaches 50 percent or more of the Company's net worth as	X. Public Announcement and Reporting Procedures 1. Omitted. 2. In addition to the monthly public announcement and reporting of the Company's balance of endorsements and guarantees, when the amount of endorsements and guarantees made by the Company and its subsidiaries reaches any of the following thresholds, the Finance Division of the Company shall immediately notify the Stock Affairs Division of the Company and provide relevant materials for the Stock Affairs Division to make the public announcement and reporting within two days of the occurrence of such event: (1) The balance of endorsements and guarantees made by the Company and its Subsidiaries reaches 50 percent or more of the Company's net worth as		Amendment is made to conform to the Regulations Governing Loaning of Funds and Making of Endorsements and Guarantees by Public Companies.

stated in the Company's latest financial statements. (2) The balance of endorsements and guarantees made by the Company and its Subsidiaries to a single enterprise reaches 20 percent or more of the Company's net worth as stated in the Company's latest financial statements. (3) The balance of endorsements and guarantees made by the Company and its Subsidiaries to a single enterprise reaches NT$10 million or more and the aggregate amount of endorsements and 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 the Company's latest financial statements. (4) The amount of endorsements and guarantees newly made by the Company or its Subsidiaries exceeds NT$30 million and reaches 5 percent or more of the Company's net worth as stated in the Company's latest financial statements. 3. If any of the matters to be public announced and reported as specified above is subject to	stated in the Company's latest financial statements. (2) The balance of endorsements and guarantees made by the Company and its Subsidiaries to a single enterprise reaches 20 percent or more of the Company's net worth as stated in the Company's latest financial statements. (3) The balance of endorsements and guarantees made by the Company and its Subsidiaries to a single enterprise reaches NT$10 million or more and the aggregate amount of endorsements and guarantees for, long-term investment in, and balance of loans to such enterprise reaches 30 percent or more of the Company's net worth as stated in the Company's latest financial statements. (4) The amount of endorsements and guarantees newly made by the Company or its Subsidiaries exceeds NT$30 million and reaches 5 percent or more of the Company's net worth as stated in the Company's latest financial statements. 3. If any of the matters to be public announced and reported as specified above is subject to the "Taiwan Stock Exchange

the "Taiwan Stock Exchange Corporation Procedures for Corporation Procedures for Verification and Disclosure of Verification and Disclosure of Material Information of Listed Material Information of Listed Companies", the Company Companies", the Company shall make necessary public shall make necessary public announcement in accordance announcement in accordance with such regulation. with such regulation. "Date of occurrence" referred to herein shall mean the date of contract signing, date of payment, date of resolution by board of directors, or other date that can determine the counterparty and transaction amount of the transaction, whichever date is earlier.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,795,733,785, among which 1,005,615,038 was exercised by electronic transmission, or 83.30% of the total voting rights when votes were cast).

Item 7 Discussion of Releasing the Directors from Non-Competition Restrictions (Proposed by the Board of Directors)

Explanation:(1) According to Article 209 of the Company Law, a director who conducts business within the business scope of the Company for himself or others shall explain in the shareholders' meeting the essential contents of such conduct and obtain the shareholders' approval.
(2) The Company's directors concurrently perform work for other companies and thus are subject to Article 209 of the Company Law. Without prejudice to the interests of the Company, it is proposed to submit to the shareholders' meeting for resolution to remove the restrictions preventing the Company's directors from performing work for their newly appointed positions in other companies.
(3) The proposal is submitted for discussion.

Details of Positions Concurrently Held by Directors in Other Companies (Newly Added)


Name of Director	Name of Company Where Director Holds Major Position	Position
Mark Ko	Delta Greentech (China) Co., Ltd.	Director
Simon Chang	Delta Robot Automatic Co., Ltd.	Chairman
Ping Chen	Delta Robot Automatic Co., Ltd. Deltronics (Netherlands) B.V. Delta Energy Technology (Wuhu) Co., Ltd Delta Energy Technology (Chenzhou) Co., Ltd. Delta Energy Technology (Dongguan) Co., Ltd. Delta EnergyTechnology (Wujiang)Co.,Ltd.	Director Director Chairman Chairman Chairman Chairman
Steven Liu	Delta Electronics Int'l (Singapore) Pte Ltd	Director
Johnson Lee	Delta Electronics (Chenzhou) Co., Ltd. Delta Technology (Chenzhou) Co., Ltd. Delta Electronics (Wuhu) Co., Ltd. Delta Technology (Wuhu) Co., Ltd. Delta Electronics Components (Wujiang) Ltd. Delta Electronics International Limited Delta International Holding Limited Delta Electronics (HK) Limited Delta Power SharpLtd.	Director Director Director Director Director Director Director Director Director
Yung-Chin Chen	Lifestyle Global Enterprise Inc.	Independent Supervisor
Ming-ChungChang	Neo Solar Power Corp.	Director

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,155,486,168 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,672,264,242, among which 920,537,495 was exercised by electronic transmission, or 77.58% of the total voting rights when votes were cast).

III. EXTEMPORARY MOTIONS

There is no extemporary motion after consultation with all present shareholders. The Chairman declares that the meeting is adjourned.

Meeting Adjourned

Chairman: Yancey Hai Recorder: Ms. Jill Lee

Attachment 1

Attachment 2

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To Delta Electronics, Inc.

In our opinion, the condensed non-consolidated financial statements presented in the Market Observation Post System of the Taiwan Stock Exchange Corporation are fairly stated, in all material respects, in relation to the financial statements from which it has been derived.

PricewaterhouseCoopers, Taiwan March 11, 2013

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED BALANCE SHEETS DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ASSETS	Notes			2012		2011
Current Assets
Cash and cash equivalents	4(1)		$	5,045,761	$	8,437,582
Financial assets measured at fair value through profit or loss -	4(2)
current				720,000		-
Available-for-sale financial assets - current	4(5)			555,522		524,013
Financial assets carried at cost - current	4(6)			-		37,092
Notes receivable, net				88,759		121,034
Accounts receivable, net	4(3)			4,747,381		3,989,817
Accounts receivable, net - related parties	5			1,828,201		1,197,372
Other receivables				104,604		103,629
Other receivables - related parties	5			533,146		471,882
Other financial assets - current	6			39,849		44,163
Inventories	4(4)			756,526		937,228
Long-term equity investments held for disposal	4(7)			2,378,066		-
Deferred income tax assets - current	4(19)			38,144		56,655
Other current assets				265,834		662,155
Total current assets				17,101,793		16,582,622
Funds and Investments
Financial assets at fair value through profit or loss - non-current	4(2)			-		1,580,000
Available-for-sale financial assets - non-current	4(5)			2,143,517		22,198
Financial assets carried at cost - non-current	4(6)			575,292		3,299,410
Long-term equity investments accounted for under the equity	4(7)
method				89,188,433		90,836,694
Cash surrender value of life insurance				115,434		112,700
Total funds and investments				92,022,676		95,851,002
Property, Plant and Equipment, Net	4(8)
Cost
Land				2,179,538		1,100,055
Buildings				3,990,972		2,331,617
Machinery and equipment				1,053,694		999,542
Molding equipment				359,520		347,102
Computer and communication equipment				317,491		296,979
Testing equipment				1,732,249		1,685,548
Transportation equipment				27,640		26,924
Office equipment				198,604		186,078
Leasehold improvements				73,069		53,638
Revaluation increments				620,497		620,497
Cost and revaluation increments				10,553,274		7,647,980
Less: Accumulated depreciation		(		3,770,512 )(		3,438,351 )
Construction in progress and prepayments for equipment				632,803		2,123,454
Total property, plant and equipment, net				7,415,565		6,333,083
Intangible Assets
Trademarks	4(9)			412,890		-
Patents				20,061		23,170
Deferred pension costs				4,116		8,232
Total intangible assets				437,067		31,402
Other Assets
Assets leased to others	4(10)			1,795,589		765,157
Idle assets	4(11)			-		-
Refundable deposits				2,927		6,663
Deferred expenses				311,303		185,055
Other assets - other				15,547		33,583
Total other assets				2,125,366		990,458
TOTALASSETS			$	119,102,467	$	119,788,567
(Continued)

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

LIABILITIESANDSTOCKHOLDERS' EQUITY	Notes 2012 2011 10(9) $ 1,485 $ - 451,013 650,072 5 6,649,501 6,157,405 4(19) 952,207 892,266 4,720,398 4,430,746 5 47,768 233,988 185,092 198,586 228,558 219,388 621,629 1,177,032 13,857,651 13,959,483 4(12) 16,315,000 22,272,000 4(8) 119,864 119,864 4(13) 1,522,532 1,370,529 5 5,410 4,740 4(19) 3,615,969 4,240,595 - 578 5,143,911 5,616,442 35,436,426 41,967,789 4(14) 24,211,780 24,033,974 4(15) 14,384,691 13,242,489 10,253,416 10,253,416 1,765,000 3,013,550 4(16) 12,163,682 11,064,579 1,628,536 4,796,006 4(17) 22,805,885 13,045,300 ( 4,287,240 )( 1,716,140 ) ( 284,342 )( 263,401 ) ( 281,431 )( 176,551 ) 4(8) 527,556 527,556 4(7) 778,508 - 83,666,041 77,820,778 7 $ 119,102,467 $ 119,788,567
Current Liabilities Derivative financial liabilities for hedging - current Accounts payable Accounts payable - related parties Income tax payable Accrued expenses Other payables - related parties Other payables Receipts in advance Other current liabilities Total current liabilities Long-term Liability Long-term loans Reserve Land value incremental reserve Other Liabilities Accrued pension liabilities Guarantee deposits received Deferred income tax liabilities - non-current Other liabilities - other Total other liabilities Total liabilities Stockholders' Equity Capital Common stock Capital Reserves Paid-in capital in excess of par value of common stock Capital reserve from conversion of convertible bonds Capital reserve - other Retained Earnings Legal reserve Special Reserve Undistributed earnings Other Adjustments to Stockholders' Equity Cumulative translation adjustments Unrecognized pension cost Unrealized gain or loss on financial instruments Asset revaluations Amounts recognised directly in equity relating to non-current assets held for sale Total stockholders' equity Commitments and Contingent Liabilities TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIESANDSTOCKHOLDERS' EQUITY

Notes
2012
2011
10(9)
$ 1,485
$ -
451,013
650,072
5
6,649,501
6,157,405
4(19)
952,207
892,266
4,720,398
4,430,746
5
47,768
233,988
185,092
198,586
228,558
219,388
621,629
1,177,032
13,857,651
13,959,483
4(12)
16,315,000
22,272,000
4(8)
119,864
119,864
4(13)
1,522,532
1,370,529
5
5,410
4,740
4(19)
3,615,969
4,240,595
-
578
5,143,911
5,616,442
35,436,426
41,967,789
4(14)
24,211,780
24,033,974
4(15)
14,384,691
13,242,489
10,253,416
10,253,416
1,765,000
3,013,550
4(16)
12,163,682
11,064,579
1,628,536
4,796,006
4(17)
22,805,885
13,045,300
(
4,287,240 )(
1,716,140 )
(
284,342 )(
263,401 )
(
281,431 )(
176,551 )
4(8)
527,556
527,556
4(7)
778,508
-
83,666,041
77,820,778
7
$ 119,102,467
$ 119,788,567

Current Liabilities
Derivative financial liabilities for hedging - current
Accounts payable
Accounts payable - related parties
Income tax payable
Accrued expenses
Other payables - related parties
Other payables
Receipts in advance
Other current liabilities
Total current liabilities
Long-term Liability
Long-term loans
Reserve
Land value incremental reserve
Other Liabilities
Accrued pension liabilities
Guarantee deposits received
Deferred income tax liabilities - non-current
Other liabilities - other
Total other liabilities
Total liabilities
Stockholders' Equity
Capital
Common stock
Capital Reserves
Paid-in capital in excess of par value of common stock
Capital reserve from conversion of convertible bonds
Capital reserve - other
Retained Earnings
Legal reserve
Special Reserve
Undistributed earnings
Other Adjustments to Stockholders' Equity
Cumulative translation adjustments
Unrecognized pension cost
Unrealized gain or loss on financial instruments
Asset revaluations
Amounts recognised directly in equity relating to non-current
assets held for sale
Total stockholders' equity
Commitments and Contingent Liabilities
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 11, 2013.

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items	Notes 2012 2011 5 $ 28,206,472 $ 25,800,466 ( 8,069 ) ( 13,467 ) ( 5,490) ( 3,282) 28,192,913 25,783,717 5 8,094,643 6,917,765 36,287,556 32,701,482 4(21) and 5 4(4) ( 25,379,810 ) ( 23,266,764 ) ( 7,015,935) ( 5,740,112) ( 32,395,745) ( 29,006,876) 3,891,811 3,694,606 - ( 578 ) 578 82 3,892,389 3,694,110 4(21) ( 327,779 ) ( 333,807 ) ( 1,580,020 ) ( 1,493,559 ) ( 154,360) ( 129,192) ( 2,062,159) ( 1,956,558) 1,830,230 1,737,552 14,600 19,103 4(7) 14,468,324 10,714,871 40,789 69,535 7,547 4,923 4(2) 1,380,059 180,517 66,550 23,933 5 52,638 44,557 401,582 369,125 16,432,089 11,426,564 ( 134,901 ) ( 71,922 ) ( 32,086) ( 16,021) ( 166,987) ( 87,943) 18,095,332 13,076,173 4(19) ( 928,584) ( 584,922) 17,166,748 12,491,251 4(7) ( 1,057,206) ( 1,500,220) $ 16,109,542 $ 10,991,031 Before Tax After Tax Before Tax After Tax 4(20) $ 7.51 $ 7.12 $ 5.44 $ 5.20 ( 0.44)( 0.44) ( 0.62)( 0.62 ) $ 7.07 $ 6.68 $ 4.82 $ 4.58 $ 7.39 $ 7.01 $ 5.34 $ 5.10 ( 0.43)( 0.43) ( 0.61)( 0.61 ) $ 6.96 $ 6.58 $ 4.73 $ 4.49
Operating Revenues Sales Sales returns Sales discounts Net Sales Service income Net Operating Revenues Operating Costs Cost of goods sold Service costs Net Operating Costs Gross profit Unrealized gain from intercompany transactions Realized gain on inter-affiliate accounts Net Gross profit Operating Expenses Sales and marketing expenses General and administrative expenses Research and development expenses Total Operating Expenses Operating income Non-operating Income and Gains Interest income Investment income accounted for under the equity method Dividend income Gain on disposal of property, plant and equipment Gain on disposal of investments Foreign exchange gain, net Rental income Other non-operating income Total Non-operating Income and Gains Non-operating Expenses and Losses Interest expense Other non-operating losses Total Non-operating Expenses and Losses Income from continuing operations before income tax Income tax expense Income from continuing operations Loss from discontinued operations (Net of income tax expense of $0 and $0, respectively) Net income Earnings per share (In Dollars) Basic earnings per share Net income from continuing operations Net loss from discontinued operations Net income Diluted earnings per share Net income from continuing operations Net loss from discontinued operations Net income

Items

Notes
2012
2011
5
$ 28,206,472
$ 25,800,466
(
8,069 ) (
13,467 )
(
5,490) (
3,282)
28,192,913
25,783,717
5
8,094,643
6,917,765
36,287,556
32,701,482
4(21) and 5
4(4)
(
25,379,810 ) (
23,266,764 )
(
7,015,935) (
5,740,112)
(
32,395,745) (
29,006,876)
3,891,811
3,694,606
-
(
578 )
578
82
3,892,389
3,694,110
4(21)
(
327,779 ) (
333,807 )
(
1,580,020 ) (
1,493,559 )
(
154,360) (
129,192)
(
2,062,159) (
1,956,558)
1,830,230
1,737,552
14,600
19,103
4(7)
14,468,324
10,714,871
40,789
69,535
7,547
4,923
4(2)
1,380,059
180,517
66,550
23,933
5
52,638
44,557
401,582
369,125
16,432,089
11,426,564
(
134,901 ) (
71,922 )
(
32,086) (
16,021)
(
166,987) (
87,943)
18,095,332
13,076,173
4(19)
(
928,584) (
584,922)
17,166,748
12,491,251
4(7)
(
1,057,206) (
1,500,220)
$ 16,109,542
$ 10,991,031
Before Tax
After Tax
Before Tax
After Tax
4(20)
$ 7.51
$ 7.12
$ 5.44
$ 5.20
(
0.44)(
0.44) (
0.62)(
0.62 )
$ 7.07
$ 6.68
$ 4.82
$ 4.58
$ 7.39
$ 7.01
$ 5.34
$ 5.10
(
0.43)(
0.43) (
0.61)(
0.61 )
$ 6.96
$ 6.58
$ 4.73
$ 4.49

Operating Revenues
Sales
Sales returns
Sales discounts
Net Sales
Service income
Net Operating Revenues
Operating Costs
Cost of goods sold
Service costs
Net Operating Costs
Gross profit
Unrealized gain from intercompany transactions
Realized gain on inter-affiliate accounts
Net Gross profit
Operating Expenses
Sales and marketing expenses
General and administrative expenses
Research and development expenses
Total Operating Expenses
Operating income
Non-operating Income and Gains
Interest income
Investment income accounted for under the
equity method
Dividend income
Gain on disposal of property, plant and
equipment
Gain on disposal of investments
Foreign exchange gain, net
Rental income
Other non-operating income
Total Non-operating Income and Gains
Non-operating Expenses and Losses
Interest expense
Other non-operating losses
Total Non-operating Expenses and Losses
Income from continuing operations before
income tax
Income tax expense
Income from continuing operations
Loss from discontinued operations
(Net of income tax expense of $0 and $0,
respectively)
Net income
Earnings per share (In Dollars)
Basic earnings per share
Net income from continuing operations
Net loss from discontinued operations
Net income
Diluted earnings per share
Net income from continuing operations
Net loss from discontinued operations
Net income

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 11, 2013.

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31,

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Retained Earnings

2011 Balance at January 1, 2011 Compensation cost amortization of employees' stock option assumed from subsidiary due to merger Employees' stock options Distribution of 2010 earnings (Note a) Legal reserve Special reserve Cash dividends Change in ownership percentage of long-term equity investments accounted for under equity method Adjustment for land value appraisal increments Unrecognized pension cost Unrealized loss on available-for-sale financial assets Change in cumulative translation adjustment Change in stockholders' equity for investee companies accounted for under the equity method Net income for the year Balance at December 31, 2011 2012 Balance at January 1, 2012 Employees' stock options Distribution of 2011 earnings (Note b) Legal reserve Reversal of special reserve Cash dividends Change in ownership percentage of long-term equity investments accounted for under equity method Disposal of long-term equity investments Unrecognized pension cost Unrealized gain on available-for-sale financial assets Change in cumulative translation adjustment Change in stockholders' equity of investee companies accounted for under the equity method Change in amounts recognised directly in equity relating to non-current assets held for sale Net income for the year Balance at December 31, 2012		Common stock	Capital reserves		Legal reserve		Special reserve	Undistributed earnings	Cumulative translation adjustments	Unrecognized pension cost	Unrealized gains or losses on financial instruments		Asset revaluations		Amounts recognised directly in equity relating to non-current assets held for sale	Total
		$ 23,947,984 - 85,990 - - - - - - - - - - $ 24,033,974 $ 24,033,974 177,806 - - - - - - - - - - - $ 24,211,780	$ 26,284,595 30,154 511,042 - - - ( 316,336 ) - - - - - - $ 26,509,455 $ 26,509,455 1,009,205 - - - ( 49,516 ) ( 239,936 ) - - - - ( 826,101 ) - $ 26,403,107		$ 9,489,158 - - 1,575,421 - - - - - - - - - $ 11,064,579 $ 11,064,579 - 1,099,103 - - - - - - - - - - $ 12,163,682	$ - - - - 4,796,006 - - - - - - - - $ 4,796,006 $ 4,796,006 - - ( 3,167,470 ) - - - - - - - - - $ 1,628,536		$ 20,905,730 - - ( 1,575,421 ) ( 4,796,006 ) ( 12,480,034 ) - - - - - - 10,991,031 $ 13,045,300 $ 13,045,300 - ( 1,099,103 ) 3,167,470 ( 8,417,324 ) - - - - - - - 16,109,542 $ 22,805,885	($ 5,862,383 ) - - - - - - - - - 2,541,927 1,604,316 - ($ 1,716,140 ) ($ 1,716,140 ) - - - - - 10,537 - - ( 2,179,519 ) ( 449,711 ) 47,593 - ($ 4,287,240 )	($ 112,627 ) - - - - - - - ( 150,774 ) - - - - ($ 263,401 ) ($ 263,401 ) - - - - - - ( 20,941 ) - - - - - ($ 284,342 )	$ 746,818 - - - - - - - - ( 716,811 ) - ( 206,558 ) - ($ 176,551 ) ($ 176,551 ) - - - - - - - 31,866 - ( 136,746 ) - - ($ 281,431 )		$ 432,187 - - - - - - 95,369 - - - - - $ 527,556 $ 527,556 - - - - - - - - - - - - $ 527,556		$ - - - - - - - - - - - - - $ - $ - - - - - - - - - - - 778,508 - $ 778,508	$ 75,831,462 30,154 597,032 - - ( 12,480,034 ) ( 316,336 ) 95,369 ( 150,774 ) ( 716,811 ) 2,541,927 1,397,758 10,991,031 $ 77,820,778 $ 77,820,778 1,187,011 - - ( 8,417,324 ) ( 49,516 ) ( 229,399 ) ( 20,941 ) 31,866 ( 2,179,519 ) ( 586,457 ) - 16,109,542 $ 83,666,041

Note a: Directors' and supervisors' remuneration amounting to $16,700 and employees' bonus amounting to $2,914,390 had been deducted from the Non-Consolidated Statement of Income in 2010. Note b: Directors' and supervisors' remuneration amounting to $16,700 and employees' bonus amounting to $1,536,340 had been deducted from the Non-Consolidated Statement of Income in 2011.

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 11, 2013.

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	16,109,542		$	10,991,031
Adjustments to reconcile net income to net cash provided by
operating activities
Provision (reversal of allowance) for doubtful accounts			46,023	(		3,530 )
Provision for inventory obsolescence and market price decline			75,720			33,145
Gain on disposal of investments	(		1,380,059 )	(		180,517 )
Investment income recognized under equity method	(		13,411,118 )	(		9,214,651 )
Cash dividends received from investee companies accounted
for under the equity method			12,093,418			8,322,573
Unrealized gain from intercompany transactions			-			578
Realized gain from intercompany transactions	(		578 )	(		82 )
Depreciation (including assets leased to others)			457,678			406,242
Amortization			308,674			255,975
Gain on disposal of property, plant and equipment, net	(		7,547 )	(		4,923 )
Changes in assets and liabilities
Notes receivable			32,275	(		40,536 )
Accounts receivable	(		803,587 )			932,789
Accounts receivable - related parties	(		630,829 )	(		263,694 )
Other receivables	(		24,271 )	(		17,029 )
Other receivables - related parties	(		61,264 )			179,669
Inventories			104,982	(		306,026 )
Deferred tax assets			71,363			8,864
Other current assets			396,321	(		187,376 )
Other assets - other			18,036	(		12,038 )
Accounts payable	(		199,059 )	(		233,345 )
Accounts payable - related parties			492,096			467,621
Income tax payable			59,941	(		125,500 )
Accrued expenses			289,652	(		339,455 )
Other payables - related parties	(		186,220 )			33,029
Other payables	(		13,494 )	(		132,662 )
Receipts in advance			9,170	(		75,515 )
Other current liabilities	(		555,403 )			561,262
Accrued pension liability			116,766			123,537
Deferred tax liabilities	(		298,396)	(		461,068)
Net cash provided by operating activities			13,109,832			10,718,368

(Continued)

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			2012			2011
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in other financial assets - current		$	4,314	($		220 )
Proceeds from disposal of available-for-sale financial assets			536,761			290,437
Cash dividends received from available-for-sale financial assets
during the year of conversion			117,872			-
Increase in financial assets carried at cost			-	(		2,710,152 )
Proceeds from disposal of financial assets carried at cost			-			105,886
Proceeds from capital reduction of financial assets carried at cost			6,059			750
Increase in long-term equity investments accounted for under the
equity method	(		790,402 )	(		808,315 )
Proceeds from disposal of long-term equity investments accounted
for under the equity method			27,132			176
Proceeds from capital reduction of long-term equity investments
accounted for under the equity method			190,000			-
Increase in cash surrender value of life insurance	(		2,734 )	(		9,009 )
Acquisition of property, plant and equipment	(		2,592,916 )	(		2,112,169 )
Proceeds from disposal of property, plant and equipment			29,870			23,140
Decrease (increase) in refundable deposits			3,736	(		1,647 )
Increase in deferred expenses	(		431,538 )	(		298,536 )
Acquisition of intangible assets	(		413,164 )			-
Cash inflows from simple merger			-			67,433
Net cash used in investing activities	(		3,315,010)	(		5,452,226)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans			-	(		115,000 )
(Decrease) increase in long-term loans	(		5,957,000 )			14,053,000
Increase in guarantee deposits received			670			-
Payment of cash dividends and employees' cash bonus	(		8,417,324 )	(		12,480,034 )
Employees' stock option			1,187,011			597,032
Net cash (used in) provided by financing activities	(		13,186,643)			2,054,998
(Decrease) increase in cash and cash equivalents	(		3,391,821 )			7,321,140
Cash and cash equivalents at beginning of year			8,437,582			1,116,442
Cash and cash equivalents at end of year		$	5,045,761		$	8,437,582
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid during the year for interest		$	135,371		$	55,087
Cash paid during the year for income tax		$	1,139,669		$	1,162,627
FAIR VALUE OF ASSETS AND LIABILITIES OF THE
ACQUIRED SUBSIDIARY WERE AS FOLLOWS
Cash and cash equivalents		$	101,788		$	67,433
Other current assets			2,918			113,731
Funds and investments			-			170,782
Property, plant, and equipment			1,324,614			850
Goodwill			13,793			-
Other assets			1,275,575			350
Other current liabilities	(		2,916 )	(		114,624 )
Other liabilities	(		4,800 )			-
Minority interest	(		820)			-
Subtotal			2,710,152			238,522
Investment cost before merger	(		2,710,152)	(		220,647)
Cash paid in total		$	-		$	17,875

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 11, 2013.

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To Delta Electronics, Inc.

We have audited, in accordance with the “Rules Governing the Examination of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China, the consolidated balance sheets of Delta Electronics, Inc. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, of changes in stockholders' equity, and of cash flows for the years then ended appearing on the Market Observation Post System as provided by the Taiwan Stock Exchange Corporation. In our report dated March 11, 2013, in which we indicated that (a) the financial statements and the related information of certain subsidiaries and investees accounted for under the equity method were audited by other independent accountants, and (b) pursuant to the regulations of the Former Financial Supervisory Commission, Executive Yuan, R.O.C. (FSC) effective January 1, 2013, Delta Electronics, Inc. should prepare consolidated financial statements in accordance with the International Financial Reporting Standards, International Accounting Standards, and relevant interpretations and interpretative bulletins (IFRSs) that are ratified by FSC and the “Rules Governing the Preparation of Financial Statements by Securities Issuers” that will be applied in 2013 and discloses in advance certain information relating to the adoption of IFRSs under the requirements of Jin-Guan-Zheng-Shen-Zi Order No. 0990004943 of FSC, dated February 2, 2010, we expressed a modified unqualified opinion on those consolidated financial statements.

In our opinion, the condensed consolidated financial statements presented in the Market Observation Post System of the Taiwan Stock Exchange Corporation are fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.

PricewaterhouseCoopers, Taiwan March 11, 2013

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ASSETS	Notes 2012 2011 4(1) $ 51,096,128 $ 67,695,906 4(2) 733,285 2,342 4(5) 600,373 524,013 10(9) 39,901 115,111 4(6) - 86,180 1,319,593 1,330,220 4(3) 34,978,476 34,708,687 5 1,231,877 816,456 662,035 2,082,657 6 42,384 143,061 4(4) 15,461,032 19,126,113 2,782,463 2,384,204 4(13) 12,075,952 - 4(23) 589,592 597,914 276,657 394,718 121,889,748 130,007,582 4(2) 247,513 1,820,525 4(5) 2,352,916 125,859 4(6) 1,665,433 4,157,228 4(7) 6,352,742 5,911,784 115,434 112,700 4(6) 30,000 - 6 1,552 1,548 10,765,590 12,129,644 4(8) and 6 3,959,555 1,779,860 23,783,220 20,101,112 20,633,371 23,195,634 2,407,932 2,168,664 1,512,840 1,577,409 9,129,829 8,903,472 226,107 237,344 2,094,147 1,851,522 190,349 190,800 90,146 34,516 620,497 620,497 64,647,993 60,660,830 ( 32,457,450 ) ( 30,318,850 ) ( 611,693 ) ( 23,486 ) 3,329,580 6,599,291 34,908,430 36,917,785 4(9) 412,890 - 344,861 628,035 10(10) 6,856,128 6,898,970 5,094 9,299 4(10) 4,114,239 4,560,628 11,733,212 12,096,932 4(11) 1,278,851 205,337 4(12) - - 152,684 103,306 6 1,100,676 845,367 59,406 888,026 2,591,617 2,042,036 $ 181,888,597 $ 193,193,979
Current Assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Derivative financial assets for hedging - current Financial assets carried at cost - current Notes receivable, net Accounts receivable, net Accounts receivable, net - related parties Other receivables, net Other financial assets - current Inventories, net Prepayments Non-current assets classified as held for sale Deferred income tax assets - current Other current assets Total current assets Funds and Investments Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Long-term equity investments accounted for under the equity method Cash surrender value of life insurance Prepaid long-term investments Other financial assets - non-current Total funds and investments Property, Plant and Equipment, Net Cost Land Buildings Machinery and equipment Molding equipment Computer and communication equipment Testing equipment Transportation equipment Office equipment Leasehold improvements Other equipment Revaluation increments Cost and revaluation increments Less: Accumulated depreciation Accumulated impairment loss Construction in progress and prepayments for equipment Total property, plant and equipment, net Intangible assets Trademarks Patents Goodwill Deferred pension costs Other intangible assets Total intangible assets Other Assets Assets leased to others Idle assets Refundable deposits Deferred expenses Other assets - other Total other assets TOTALASSETS

ASSETS

Notes
2012
2011
4(1)
$ 51,096,128
$ 67,695,906
4(2)
733,285
2,342
4(5)
600,373
524,013
10(9)
39,901
115,111
4(6)
-
86,180
1,319,593
1,330,220
4(3)
34,978,476
34,708,687
5
1,231,877
816,456
662,035
2,082,657
6
42,384
143,061
4(4)
15,461,032
19,126,113
2,782,463
2,384,204
4(13)
12,075,952
-
4(23)
589,592
597,914
276,657
394,718
121,889,748
130,007,582
4(2)
247,513
1,820,525
4(5)
2,352,916
125,859
4(6)
1,665,433
4,157,228
4(7)
6,352,742
5,911,784
115,434
112,700
4(6)
30,000
-
6
1,552
1,548
10,765,590
12,129,644
4(8) and 6
3,959,555
1,779,860
23,783,220
20,101,112
20,633,371
23,195,634
2,407,932
2,168,664
1,512,840
1,577,409
9,129,829
8,903,472
226,107
237,344
2,094,147
1,851,522
190,349
190,800
90,146
34,516
620,497
620,497
64,647,993
60,660,830
(
32,457,450 ) (
30,318,850 )
(
611,693 ) (
23,486 )
3,329,580
6,599,291
34,908,430
36,917,785
4(9)
412,890
-
344,861
628,035
10(10)
6,856,128
6,898,970
5,094
9,299
4(10)
4,114,239
4,560,628
11,733,212
12,096,932
4(11)
1,278,851
205,337
4(12)
-
-
152,684
103,306
6
1,100,676
845,367
59,406
888,026
2,591,617
2,042,036
$ 181,888,597
$ 193,193,979

Current Assets
Cash and cash equivalents
Financial assets at fair value through profit or loss - current
Available-for-sale financial assets - current
Derivative financial assets for hedging - current
Financial assets carried at cost - current
Notes receivable, net
Accounts receivable, net
Accounts receivable, net - related parties
Other receivables, net
Other financial assets - current
Inventories, net
Prepayments
Non-current assets classified as held for sale
Deferred income tax assets - current
Other current assets
Total current assets
Funds and Investments
Financial assets at fair value through profit or loss - non-current
Available-for-sale financial assets - non-current
Financial assets carried at cost - non-current
Long-term equity investments accounted for under the equity method
Cash surrender value of life insurance
Prepaid long-term investments
Other financial assets - non-current
Total funds and investments
Property, Plant and Equipment, Net
Cost
Land
Buildings
Machinery and equipment
Molding equipment
Computer and communication equipment
Testing equipment
Transportation equipment
Office equipment
Leasehold improvements
Other equipment
Revaluation increments
Cost and revaluation increments
Less: Accumulated depreciation
Accumulated impairment loss
Construction in progress and prepayments for equipment
Total property, plant and equipment, net
Intangible assets
Trademarks
Patents
Goodwill
Deferred pension costs
Other intangible assets
Total intangible assets
Other Assets
Assets leased to others
Idle assets
Refundable deposits
Deferred expenses
Other assets - other
Total other assets
TOTALASSETS

(Continued)

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

LIABILITIESANDSTOCKHOLDERS' EQUITY	Notes 2012 2011 4(14) $ 5,037,267 $ 17,599,492 4(15) 26,286 4,257 10(9) 14,750 46,873 26,864,029 30,271,738 5 182,467 118,374 4(23) 2,296,864 2,092,919 11,389,826 11,268,694 2,807,771 2,983,192 1,454,815 1,051,540 4(16) 72,933 857,832 4(13) 6,837,219 - 1,710,975 2,457,898 58,695,202 68,752,809 4(16) 16,491,517 24,862,247 4(8) 119,864 119,864 4(17) 2,746,430 2,617,949 86,753 77,332 4(23) 4,148,016 3,867,305 196,989 410,804 7,178,188 6,973,390 82,484,771 100,708,310 4(18) 24,211,780 24,033,974 4(19) 14,384,691 13,242,489 10,253,416 10,253,416 1,765,000 3,013,550 4(20) 12,163,682 11,064,579 1,628,536 4,796,006 4(21) 22,805,885 13,045,300 ( 4,287,240 ) ( 1,716,140 ) ( 284,342 ) ( 263,401 ) ( 281,431 ) ( 176,551 ) 4(8) 527,556 527,556 4(13) 778,508 - 83,666,041 77,820,778 15,737,785 14,664,891 99,403,826 92,485,669 7 9 $ 181,888,597 $ 193,193,979
Current Liabilities Short-term loans Financial liabilities at fair value through profit or loss - current Derivative financial liabilities for hedging - current Accounts payable Accounts payable - related parties Income tax payable Accrued expenses Other payables Receipts in advance Long-term liabilities - current portion Liabilities directly associated with non-current assets classified as held for sale Other current liabilities Total current liabilities Long-term Liability Long-term loans Reserve Land value incremental reserve Other Liabilities Accrued pension liabilities Guarantee deposits received Deferred income tax liabilities - non-current Other liabilities - other Total other liabilities Total liabilities Stockholders' Equity Capital Common stock Capital Reserves Paid-in capital in excess of par value of common stock Capital reserve from conversion of convertible bonds Capital reserve - other Retained Earnings Legal reserve Special reserve Undistributed earnings Other Adjustments to Stockholders' Equity Cumulative translation adjustments Unrecognized pension cost Unrealized gain or loss on financial instruments Asset revaluations Amounts recognised directly in equity relating to non-current assets held for sale Total Parent Company Stockholders' Equity Minority interest Total stockholders' equity Commitments and Contingent Liabilities Subsequent Events TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIESANDSTOCKHOLDERS' EQUITY

Notes
2012
2011
4(14)
$ 5,037,267
$ 17,599,492
4(15)
26,286
4,257
10(9)
14,750
46,873
26,864,029
30,271,738
5
182,467
118,374
4(23)
2,296,864
2,092,919
11,389,826
11,268,694
2,807,771
2,983,192
1,454,815
1,051,540
4(16)
72,933
857,832
4(13)
6,837,219
-
1,710,975
2,457,898
58,695,202
68,752,809
4(16)
16,491,517
24,862,247
4(8)
119,864
119,864
4(17)
2,746,430
2,617,949
86,753
77,332
4(23)
4,148,016
3,867,305
196,989
410,804
7,178,188
6,973,390
82,484,771
100,708,310
4(18)
24,211,780
24,033,974
4(19)
14,384,691
13,242,489
10,253,416
10,253,416
1,765,000
3,013,550
4(20)
12,163,682
11,064,579
1,628,536
4,796,006
4(21)
22,805,885
13,045,300
(
4,287,240 ) (
1,716,140 )
(
284,342 ) (
263,401 )
(
281,431 ) (
176,551 )
4(8)
527,556
527,556
4(13)
778,508
-
83,666,041
77,820,778
15,737,785
14,664,891
99,403,826
92,485,669
7
9
$ 181,888,597
$ 193,193,979

Current Liabilities
Short-term loans
Financial liabilities at fair value through profit or loss - current
Derivative financial liabilities for hedging - current
Accounts payable
Accounts payable - related parties
Income tax payable
Accrued expenses
Other payables
Receipts in advance
Long-term liabilities - current portion
Liabilities directly associated with non-current assets classified as held
for sale
Other current liabilities
Total current liabilities
Long-term Liability
Long-term loans
Reserve
Land value incremental reserve
Other Liabilities
Accrued pension liabilities
Guarantee deposits received
Deferred income tax liabilities - non-current
Other liabilities - other
Total other liabilities
Total liabilities
Stockholders' Equity
Capital
Common stock
Capital Reserves
Paid-in capital in excess of par value of common stock
Capital reserve from conversion of convertible bonds
Capital reserve - other
Retained Earnings
Legal reserve
Special reserve
Undistributed earnings
Other Adjustments to Stockholders' Equity
Cumulative translation adjustments
Unrecognized pension cost
Unrealized gain or loss on financial instruments
Asset revaluations
Amounts recognised directly in equity relating to non-current assets
held for sale
Total Parent Company Stockholders' Equity
Minority interest
Total stockholders' equity
Commitments and Contingent Liabilities
Subsequent Events
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 11, 2013.

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31,

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items	Notes 201 5 $ ( ( 4(25) and 5 4(4) ( ( ( 4(25) ( ( ( ( 4(7) 4(2) 4(2) ( 4(15) ( ( ( 4(23) ( 4(13) ( 10(11) $ $ $ Before Tax 4(24) $ 9.34 ( 0.82 ) ( - ( 0.46 ) ( $ 8.06 $ 9.19 ( 0.80 ) ( - ( 0.45 ) ( $ 7.94	201	2 2011 169,639,243 $ 161,982,404 794,497 ) ( 758,733 ) 295,097 ) ( 319,139 ) 168,549,649 160,904,532 3,210,275 1,569,807 171,759,924 162,474,339 127,704,709 ) ( 127,106,412 ) 1,895,062 ) ( 751,451 ) 129,599,771 ) ( 127,857,863 ) 42,160,153 34,616,476 8,284,073 ) ( 7,235,206 ) 5,540,757 ) ( 4,746,613 ) 10,983,334 ) ( 9,472,996 ) 24,808,164 ) ( 21,454,815 ) 17,351,989 13,161,661 930,370 881,441 724,814 507,550 48,228 75,672 5,132 - 1,564,707 270,860 215,800 1,378,264 55,814 30,892 12,883 - 2,500,172 1,787,658 6,057,920 4,932,337 392,100 ) ( 356,773 ) - ( 8,248 ) - ( 9,273 ) 26,286 ) ( 8,344 ) 485,186 ) ( 290,028 ) 903,572 ) ( 672,666 ) 22,506,337 17,421,332 3,349,038 ) ( 3,121,356 ) 19,157,299 14,299,976 1,939,811 ) ( 2,540,948 ) - 205,629 17,217,488 $ 11,964,657 16,109,542 $ 10,991,031 1,107,946 973,626 17,217,488 $ 11,964,657 After Tax Before Tax After Tax $ 7.95 $ 7.26 $ 5.96 0.81 ) ( 1.19 ) ( 1.06 ) - 0.09 0.09 0.46 ) ( 0.41 ) ( 0.41 ) $ 6.68 $ 5.75 $ 4.58 $ 7.82 $ 7.12 $ 5.84 0.79 ) ( 1.16 ) ( 1.03 ) - 0.08 0.08 0.45 ) ( 0.40 ) ( 0.40 ) $ 6.58 $ 5.64 $ 4.49
Operating Revenues Sales Sales returns Sales discounts Net Sales Service income Net Operating Revenues Operating Costs Cost of goods sold Service costs Net Operating Costs Gross profit Operating Expenses Sales and marketing expenses General and administrative expenses Research and development expenses Total Operating Expenses Operating income Non-operating Income and Gains Interest income Investment income accounted for under the equity method Dividend income Gain on disposal of property, plant and equipment Gain on disposal of investments Foreign exchange gain, net Rental income Gain on valuation of financial assets Other non-operating income Total Non-operating Income and Gains Non-operating Expenses and Losses Interest expense Loss on disposal of property, plant and equipment Loss on valuation of financial assets Loss on valuation of financial liabilities Other non-operating losses Total Non-operating Expenses and Losses Income from continuing operations before income tax Income tax expense Income from continuing operations Loss from discontinued operations ( Net of income tax expense of $20,515 and $295,394, respectively) Extraordinary gain (Net of income tax expense of $0) Consolidated net income Attributable to: Equity holders of the Company Minority interest Earnings Per Share (in Dollars) Basic Earnings Per Share Net income from continuing operations Loss from discontinued operations Extraordinary gain Minority interest income Net income Diluted Earnings Per Share Net income from continuing operations Loss from discontinued operations Extraordinary gain Minority interest income Net income

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 11, 2013.

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31,

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Retained Earnings

2011 Balance at January 1, 2011 Compensation cost amortization of employees' stock option assumed from subsidiary due to merger Employees' stock options Distribution of 2010 earnings (Note a) Legal reserve Special reserve Cash dividends Change in ownership percentage of long-term equity investments accounted for under equity method Adjustment for land value appraisal increment Unrecognized pension cost Unrealized loss on available-for-sale financial assets Change in cumulative translation adjustment Change in stockholders' equity for investee companies accounted for under the equity method Change in minority interest Consolidated net income for the year Balance at December 31, 2011		Common stock	Paid-in capital in excess of par value of common stock		Legal reserve		Special reserve	Undistributed earnings	Cumulative translation adjustments ($ 5,862,383 ) - - - - - - - - - 2,541,927 1,604,316 - - ($ 1,716,140 )	Unrecognized pension cost Unrealized gain or loss on financial instruments ($ 112,627) $ 746,818 - - - - - - - - - - - - - - ( 150,774) - - ( 716,811) - - - ( 206,558) - - - - ($ 263,) ($ 176,551)	Asset revaluations $ 432,187 - - - - - - 95,369 - - - - - - $ 527,556	Amounts recognised directly in equity relating to non-current assets held for sale $ - - - - - - - - - - - - - - $ -		Minorityinterest $ 11,560,531 - - - - - - - - - - - 2,130,734 973,626 $ 14,664,891	Total
		$ 23,947,984 - 85,990 - - - - - - - - - - - $ 24,033,974	$ 26,284,595 30,154 511,042 - - - ( 316,336 ) - - - - - - - $ 26,509,455		$ 9,489,158 - - 1,575,421 - - - - - - - - - - $ 11,064,579		$ - - - - 4,796,006 - - - - - - - - - $ 4,796,006	$ 20,905,730 - - ( 1,575,421 ) ( 4,796,006 ) ( 12,480,034 ) - - - - - - - 10,991,031 $ 13,045,300							$ 87,391,993 30,154 597,032 - - ( 12,480,034) ( 316,336) 95,369 ( 150,774) ( 716,811) 2,541,927 1,397,758 2,130,734 11,964,657 $ 92,485,669

(Continued)

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED) FOR THE YEARS ENDED DECEMBER 31,

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Retained Earnings

						Retained Earnings
2012 Balance at January 1, 2012 Employees' stock options Distribution of 2011 earnings (Note b) Legal reserve Reversal of special reserve Cash dividends Change in ownership percentage of long-term equity investments accounted for under equity method Disposal of long-term equity investments Unrecognized pension cost Unrealized gain on available-for-sale financial assets Change in cumulative translation adjustment Change in stockholders' equity of investee companies accounted for under the equity method Change in amounts recognised directly in equity relating to non-current assets held for sale Change in minority interest Consolidated net income for the year Balance at December 31, 2012		Common stock	Paid-in capital in excess of par value of common stock		Legal reserve	Special reserve	Undistributed earnings	Cumulative translation adjustments	Unrecognized pension cost ($ 263,401 ) - - - - - - ( 20,941 ) - - - - - - ($ 284,342 )	Unrealized gain or loss on financial instruments ($ 176,551) - - - - - - - 31,866 - ( 136,746) - - - ($ 281,431)		Asset revaluations $ 527,556 - - - - - - - - - - - - - $ 527,556	Amounts recognised directly in equity relating to non-current assets held for sale $ - - - - - - - - - - - 778,508 - - $ 778,508	Minorityinterest $ 14,664,891 - - - - - - - - - - - ( 35,052) 1,107,946 $ 15,737,785	Total
		$ 24,033,974 177,806 - - - - - - - - - - - - $ 24,211,780	$ 26,509,455 1,009,205 - - - ( 49,516 ) ( 239,936 ) - - - - ( 826,101 ) - - $ 26,403,107		$ 11,064,579 - 1,099,103 - - - - - - - - - - - $ 12,163,682	$ 4,796,006 - - ( 3,167,470 ) - - - - - - - - - - $ 1,628,536	$ 13,045,300 - ( 1,099,103 ) 3,167,470 ( 8,417,324 ) - - - - - - - - 16,109,542 $ 22,805,885	($ 1,716,140 ) - - - - - 10,537 - - ( 2,179,519 ) ( 449,711 ) 47,593 - - ($ 4,287,240 )							$ 92,485,669 1,187,011 - - ( 8,417,324) ( 49,516) ( 229,399) ( 20,941) 31,866 ( 2,179,519) ( 586,457) - ( 35,052) 17,217,488 $ 99,403,826

Note a: Directors' and supervisors' remuneration amounting to $16,700 and employees' bonus amounting to $2,914,390 had been deducted from the Consolidated Statement of Income in 2010. Note b: Directors' and supervisors' remuneration amounting to $16,700 and employees' bonus amounting to $1,536,340 had been deducted from the Consolidated Statement of Income in 2011.

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 11, 2013.

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income		$	17,217,488		$	11,964,657
Adjustments to reconcile net income to net cash provided by operating activities
Extraordinary gain			-			205,629
Changes in unrealized valuation of financial assets	(		19,868 )			65,170
Changes in unrealized valuation of financial liabilities			20,236			7,538
Provision for doubtful accounts			111,172			97,466
Provision for inventory obsolescence and market price decline			7,371			678,673
(Reversal of) loss on purchase commitment	(		146,653 )			202,043
Gain on disposal of investments	(		1,564,707 )	(		270,860 )
Investment income recognized under equity method	(		724,814 )	(		507,550 )
Cash dividends received from investee companies accounted for under the equity method			300,395			598,969
Depreciation (including assets leased to others)			6,546,504			5,450,880
Amortization			1,482,457			1,060,370
Loss on disposal of property, plant and equipment, net			1,306			11,094
Changes in assets and liabilities
Notes receivable			9,472			331,663
Accounts receivable	(		498,856 )	(		640,091 )
Accounts receivable - related parties	(		529,088 )			3,229,681
Other receivables			1,343,320	(		811,394 )
Inventories			3,336,742	(		2,660,567 )
Prepayments	(		2,001,826 )	(		778,021 )
Deferred tax assets	(		208,660 )	(		250,567 )
Other current assets			118,043			49,265
Other assets - other			297,434			517,581
Accounts payable	(		2,854,448 )	(		974,733 )
Accounts payable - related parties			64,093	(		2,265,514 )
Income tax payable			203,945			261,026
Accrued expenses			345,677			351,585
Other payables			246,481			601,531
Receipts in advance			421,438			314,451
Other current liabilities	(		352,916 )			787,122
Accrued pension liabilities			128,481			487,867
Deferred tax liabilities			366,870	(		228,661 )
Other liabilities	(		35,538 )			186,312
Net cash provided by operating activities			23,631,551			18,072,615
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets held for trading			4,557			-
Decrease in other financial assets			100,869			1,302,640
Increase in available-for-sale financial assets	(		60,765 )	(		147,000 )
Proceeds from disposal of available-for-sale financial assets			549,031			290,437
Cash dividends received from available-for-sale financial assets during the year of conversion			117,872			-
Increase in financial assets carried at cost	(		401,559 )	(		3,030,367 )
Proceeds from disposal of financial assets carried at cost			149,550			168,854
Proceeds from capital reduction of financial assets carried at cost			6,059			750
Increase in long-term equity investments accounted for under the equity method			-	(		90,825 )
Proceeds from disposal of long-term equity investment accounted for under the equity method			859			403,785
Acquisition price of subsidiary			-	(		6,098,012 )
Increase in cash surrender value of life insurance	(		2,734 )	(		9,009 )
Increase in prepaid long-term investment	(		30,000 )			-
Acquisition of property, plant and equipment	(		10,996,419 )	(		14,130,018 )
Proceeds from disposal of property, plant and equipment			291,453			839,954
Increase in other intangible assets	(		435,430 )			-
Increase in refundable deposits	(		59,781 )			43,452
Increase in deferred expenses	(		1,136,623 )	(		949,273 )
Increase in other assets - other			1,715			116
Purchase of minority interest			-	(		485,678 )
Proceeds from disposal of equity in subsidiaries to minority shareholders			26,273			-
Net cash used in investing activities	(		11,875,073 )	(		21,890,194 )

(Continued)

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31,

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans	(	$	10,708,580 )		$	5,179,329
(Decrease) increase in long-term loans	(		5,821,699 )			16,069,239
Increase in quarantee deposits received			5,637			18,802
Payment of cash dividends	(		8,417,324 )	(		12,480,034 )
Employees' stock options			1,187,011			597,032
Cash dividends declared to minority interests	(		413,486 )	(		2,308,729 )
Increase in subsidiaries’ capital from minority shareholders			257,101			1,121
Net cash (used in) provided by financing activities	(		23,911,340 )			7,076,760
Effect due to changes in exchange rates	(		2,600,151 )			2,446,694
Effect due to changes in consolidated subsidiaries			101,788			1,530,035
Cash of subsidiary classified as held for sale at end of year	(		1,946,553 )			-
(Decrease) increase in cash and cash equivalents	(		16,599,778 )			7,235,910
Cash and cash equivalents at beginning of year			67,695,906			60,459,996
Cash and cash equivalents at end of year		$	51,096,128		$	67,695,906
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for interest		$	467,291		$	372,113
Cash paid during the year for income tax		$	3,013,309		$	2,892,648
NON-CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends declared but not yet paid to minority interest		$	-		$	58,401
FAIR VALUE OF ASSETS AND LIABILITIES OF THE ACQUIRED SUBSIDIARY WERE AS
FOLLOWS:
Cash and cash equivalents		$	101,788		$	1,530,035
Other current assets			2,918			10,301,783
Funds and investments			-			324,950
Property, plant and equipment			1,324,614			781,091
Goodwill			13,793			1,740,298
Other intangible assets			-			1,777,023
Other assets			1,275,575			75,489
Other current liabilities	(		2,916 )	(		7,843,879 )
Other liabilities	(		4,800 )	(		62,623 )
Minority interest	(		820 )	(		2,157,429 )
Subtotal			2,710,152			6,466,738
Investments before merger (shown as financial asset carried at cost - non-current)	(		2,710,152 )	(		368,726 )
Cash paid to acquire subsidiary		$	-		$	6,098,012

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 11, 2013.

Attachment 3

Audit Committee's Review Report

To: The 2013 Annual General Shareholders' Meeting of Delta Electronics, Inc.

We, the Audit Committee of the Company have reviewed the business report, financial statements, consolidated financial statements and proposal for earnings distribution of the Company for the year 2012 in accordance with applicable laws and regulations and found the same have been complied with. We hereby report to the shareholders as described above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

The Audit Committee of Delta Electronics, Inc.

Independent Director: Yung-Chin Chen

==> picture [181 x 62] intentionally omitted <==

Independent Director: Tsong-Pyng Perng

Independent Director: George Chao

==> picture [181 x 42] intentionally omitted <==

Date: March 11, 2013

Attachment 4

Delta Electronics, Inc. (the "Company") Rules and Procedures of the Meeting of Board of Directors (Translation)

Passed by the Board of Directors on February 27, 2004 Amended and passed by the Board of Directors on October 26, 2006 Amended and passed by the Board of Directors on March 19, 2007 Amended and passed by the Board of Directors on March 10, 2008 Amended and passed by the Board of Directors on June 28, 2012 Amended and passed by the Board of Directors on October 29, 2012

Article 1

The Rules and Procedures of Meeting of Board of Directors have been stipulated in order to establish an effective governance system, enhance supervising capability, and strengthen management functions for the Board of Directors pursuant to the "Regulations Governing Procedures for Board of Directors Meetings of Public Companies."

Article 2

The main agenda items, operational procedures, required content of the Meeting (as defined below) minutes, public announcements and other compliance requirements in the Company's rules and procedures of meeting of Board of Directors shall comply with the rules and procedures set forth below.

Article 3

The Board of Directors shall meet at least quarterly. The reasons for calling a Board of Directors meeting (the "Meeting") shall be notified to each director at least seven (7) days in advance. In emergency circumstances, however, the Meeting may be called on shorter notice.

The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof.

All matters set out in paragraph 1 of Article 12 shall be specified in the notice of the reasons for calling the Meeting; none of them may be raised by an

Attachment 4

extraordinary motion except in the case of an emergency or legitimate reason.

Article 4

The Corporate Communications Department of the Company shall be the unit in charge of handling all matters related to the proceedings of the Meeting and shall be responsible for coordinating Meeting matters, preparing agenda items for the Meetings, and shall provide sufficient pre-Meeting materials, to be sent together with the notice of the Meetings.

A director of the opinion that the pre-Meeting materials provided is insufficient in content may request the agenda working group to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.

Article 5

When the Meeting is held, an attendance book shall be made ready for signature by directors attending the Meeting and thereafter made available for future reference. Attendance via video-conference is deemed as attendance in person.

If a director is unable to attend the Meeting, he/she may appoint one of the other directors to attend the meeting on his/her behalf by executing a power of attorney specifying the power authorized in relation to the proposals to be discussed at the Meeting. However, each attending director may only act for one of the other directors.

Article 6

The Meetings shall be held at the location and during the business hours of the Company, or at a place and time convenient to all directors and suitable for holding such the Meeting.

Article 7

Meetings shall be called and chaired by the chairperson of the board. However, the first Meeting of each newly elected Board of Directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected; if there are two or more directors so entitled to call the Meeting, they shall choose

Attachment 4

one person by and from among themselves to do so.

When the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, the vice chairperson shall do so in place of the chairperson; or the vice chairperson also is on leave or for any reason is unable to act, by a director designated thereby, or, if the chairperson does not make such a designation, by a director elected by and from among themselves.

Article 8

The Corporate Communications Department shall prepare relevant materials for the directors' reference at any time during the course of the Meeting.

When holding a Meeting, the Company may, as necessary for the agenda items of the Meeting, notify personnel of relevant departments or subsidiaries to attend the Meeting as nonvoting participants. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

The chairperson of the Meeting shall call the Meeting to order at the scheduled time of the Meeting if a majority of the directors are present. When the time of a Meeting has arrived and one-half of all the board directors are not present, the Meeting chairperson may announce postponement of the Meeting time, provided that only two postponements, in combined total of not more than one hour, may be made. If the quorum is still not met after two such delays, the chairperson may re-call the Meeting in accordance with the procedures provided for in Article 3 hereof.

The term "all the board directors" as referred to in the preceding paragraph shall include only the directors in active duty as such.

Article 9

The Company shall record on audio or video tape the entire proceedings of a Meeting, and preserve the recordings for at least five years, in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a Meeting, the relevant evidentiary

Attachment 4

audio or video data and information recorded in the Meetings shall be continuously retained until the conclusion of the proceedings of such lawsuit.

Where a Meeting is held via video-conference, the data contained in the audio or video recordings of that Meeting shall constitute a part of the Meeting minutes and shall be securely retained throughout the duration of the Company.

Article 10

Agenda items for regular Meetings shall include at least the following:

Reports:
(1) Minutes of the last Meeting and actions arising.
(2) Reporting business conditions.
(3) Reporting financial conditions.
(4) Reporting internal audit activities.
(5) Other important matters to be reported.
Discussions:
(1) Items discussed and continued from the last meeting.
(2) Scheduled items for discussion at this meeting.
Extraordinary motions.

Article 11

The proceedings of a Meeting shall be conducted in a predetermined order of agenda items as stated in the Meeting notice. However, the order may be changed with the approval of a majority of directors present at the Meeting.

The Meeting chairperson may not declare the Meeting closed unless with the approval of a majority of directors present at the Meeting.

If at any time during the proceeding of a Meeting, the directors sitting at the Meeting are not more than half of the directors present at the Meeting, then upon motion by the directors sitting at the Meeting, the chairperson shall declare a suspension of Meeting, in which case Article 8 shall apply mutatis mutandis.

Article 12

A company shall submit the following items for discussion by the Board of

Attachment 4

Directors:

The Company's corporate business plan.
Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (the "SEA").
Adoption or amendment, pursuant to Article 36-1 of the SEA, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of any equity-type securities.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following Board of Directors meeting for retroactive recognition.
Any matter required by Article 14-3 of the SEA or any other law, regulation, or bylaw to be adopted by a resolution at a shareholders' meeting or at a Meeting, or any such significant matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current Board of Directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

Other than the paragraph 1 items submitted for consideration by the Board of Directors under the preceding paragraph, any delegation in accordance with laws and regulations or the Company's articles of incorporation by the Board of Directors of powers of the board shall be specific in terms of the levels, contents and matters so delegated.

With respect to a matter required by Article 14-3 of the SEA to be submitted to a

Attachment 4

Meeting, each independent director shall attend the Meeting in person or appoint one of the other independent directors to attend the meeting on his/her behalf. If an independent director objects to or expresses reservations about the matter, it shall be recorded in the Meeting minutes; an independent director intending to express objection or reservations but unable to attend the Meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the Meeting minutes.

Article 13

When the chairperson at a Meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chairperson may announce the discussion closed and bring the matter to vote.

When a matter comes to a vote at a Meeting, if upon inquiry by the chairperson none of the entire directors present at the Meeting voices an objection, the matter is deemed approved, as if it has been approved by vote. A proposal shall be put to a vote if there is any objection after solicitation by the chairperson, and voting shall be conducted by a show of raising hands.

The term "the entire directors present at the Meeting" referred to in the preceding paragraph does not include the director who is not entitled to exercise the voting power at the Meeting pursuant to paragraph 1 of Article 15 hereof.

Article 14

Except as otherwise stated in the SEA or in the Company Act, a resolution on a matter at a Meeting requires the approval of a majority of the directors present at the Meeting that shall be attended by a majority of all directors.

If there is amendment to or substitute for an agenda item, the chairperson shall decide the sequence of voting for such original agenda item, the amendment, and the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting will be necessary.

The result of voting shall be announced at the Meeting and placed on record.

Directors who object to the results of voting may make a written statement, and such written statement shall be recorded in the minutes of the Meeting.

Attachment 4

Article 15

If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.

With respect to a resolution at a Meeting, the provisions of Article 180, paragraph 2, of the Company Act, as applied mutatis mutandis under Article 206, paragraph 3, of that Act, shall apply in cases where a board director is prohibited by the preceding paragraph from exercising voting rights.

Article 16

This Company's Board of Directors may establish various types of functional committees. If the Company's Board of Directors has established functional committees, the functional committees shall be responsible to the Board of Directors and submit their proposals to the Board of Directors for approval.

Article 17

Minutes shall be prepared of the discussions at Meetings; the Meeting minutes shall record the following:

Session (or year), time, and place of Meeting.
Name of the Meeting chairperson.
Attendance of directors at the Meeting, specifying the names and number of members present, excused, and absent.
Names and titles of those attending the Meeting as nonvoting participants.
Name of minutes taker.
Matters reported on.
Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to paragraph 1 of Article 15, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal;

Attachment 4

opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 12, paragraph 5.

Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to paragraph 1 of Article 15, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.
Other matters required to be recorded.

Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing; or any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee, in relation to a resolution passed at a Meeting shall be stated in the Meeting minutes and within two days of the Meeting be published on an information reporting website designated by the competent authority:

The attendance book forms a part of the minutes for each Meeting and shall be securely retained throughout the duration of the Company.

The minutes of a Meeting shall bear the signature or seal of both the Meeting chairperson and the minutes taker; a copy of the minutes shall be distributed to each director within twenty (20) days after the Meeting and well preserved as important company records during the existence of the Company.

The production and distribution of the Meeting minutes referred to in paragraph 1 may be done in electronic form.

Article 18

The promulgation and amendment of the Rules and Procedures of Meeting of Board of Directors shall be approved by the Board of Directors.

AI assistant

DELTA — AGM Information 2013

52000_rns_2013-06-26_c9a90f09-dbc4-4a79-adb1-4049ee01c2e7.pdf

Delta Electronics, Inc. (“Company”) Minutes of 2013 Annual General Shareholders' Meeting (Translation)

I. REPORT ITEMS

II. ACKNOWLEDGEMENT AND DISCUSSION ITEMS

Item 1 Acknowledge the 2012 Financial Results (Proposed by the Board of Directors)

Item 2 Acknowledge the 2012 Earnings Distribution (Proposed by the Board of Directors)

Delta Electronics, Inc. 2012 Earnings Distribution Table

Item 3 Discussion of Amendments to Articles of Incorporation (Proposed by the Board of Directors)

Item 4 Discussion of the Amendments to Rules and Procedures of Shareholders' Meeting (Proposed by the Board of Directors)

Item 5 Discussion of the Amendments to Operating Procedures of Fund Lending (Proposed by the Board of Directors)

Item 6 Discussion of the Amendments to Operating Procedures of Endorsement and Guarantee (Proposed by the Board of Directors)

Comparison Table of Revised Articles of the Operating Procedures of Endorsement and Guarantee

Item 7 Discussion of Releasing the Directors from Non-Competition Restrictions (Proposed by the Board of Directors)

Details of Positions Concurrently Held by Directors in Other Companies (Newly Added)

III. EXTEMPORARY MOTIONS

Meeting Adjourned

Attachment 2

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED BALANCE SHEETS DECEMBER 31

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31,

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

DELTA ELECTRONICS, INC.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To Delta Electronics, Inc.

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31,

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31,

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED) FOR THE YEARS ENDED DECEMBER 31,

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31,

Attachment 3

Audit Committee's Review Report

Delta Electronics, Inc. (the "Company") Rules and Procedures of the Meeting of Board of Directors (Translation)

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Directors:

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

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DELTA AGM Information 2013