INX - AGM Information 2015 | FinancialReports.eu

Stock Symbol: 3481

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InnoLux Corporation

（Originally Named:Chi Mei Optoelectronics Corporation ）

Handbook for 2015 General Shareholders' Meeting

June 8, 2015

INDEX

	INDEX
I.	MeetingProcedures………………………………………………………………..	1
II.	MeetingAgenda……………………………………………………………………	2
	1. ReportingItems……………………………………………………………….....	3
	2. AdoptingItems………………………………………………………………..	4
	3. Discussion Items………………………………………………………………...	6
	4. ExtemporaryMotions……………………………...……………………………	13
III.	Attachments
	1. 2014 OperatingReport…………………………………………………………..	14
	2. Supervisor’s Audit Report…...………………………………………………….	17
	3. Auditor’s Report and Financial Statements……………………...……………...	20
	4. 2014 Profit Distribution Table………………………………………………...	34
	5. Comparative table for Amendments to Articles of Incorporation…………….....	35
	6. Comparative table for Amendments to Rules of Shareholders’ Meeting……….	37
	7. Comparative table for Amendments to Rules for Election of Directors and Supervisors…………………………………………………………………......	42
IV.	Appendices…………………………………………………………………………
	1. Rules for Shareholders’ Meeting………………………………………………..	45
	2. Articles of Incorporation of the Company………………………………………	52
	3. Shareholdingtable of all Directors and Supervisors……………………………	58
	4. Impact of instant gratuitous allocation of shares on Company’s operating performance and earning per share……………………………………………..	59

INNOLUX CORPORATION Procedures of 2015 Annual General Shareholders Meeting

Report of Number of Shares Represented by Attendees
Call the Meeting to Order
Chairperson Remarks
Reporting Items
Adopting Items
Discussion Items
Extemporary Motions
Adjournment

INNOLUX CORPORATION

Procedures of 2015 Annual General Shareholders Meeting

Time & Date：9:00 a.m. on June 8, 2015

Location：3F, No.36 Ke Yan Rd., Zhunan Township, Miaoli County

The assembly hall of the Administrative Service Center of

Zhunan Park, Hsinchu Science Park

Chairperson Remarks
Reporting Items
(1) Operating report of the year of 2014.
(2) Supervisor’s audit report of the year of 2014.
(3) Others.
Adopting Items

(1) Adoption of the Operating Report and Financial Statements for the year of 2014.

(2) Adoption of the Proposal for Distribution of 2014 Profits.

Discussion Items

(1) Proposals to process domestic capital increase by cash to issue common shares, to issue new shares as a result of cash capital increase for sponsoring issuance of GDR.

(2) Amendment to Articles of Incorporation of the Company.

(3) Amendment to Rules of Shareholders’ Meeting.
(4) Amendment to Election Rules of Directors and Supervisors of the Company.
Extemporary Motions
Adjournment

Reporting Items

Operating Report of the year of 2014. Review is respectfully requested.
Explanation: 2014 Operating Report is attached hereto as Attachment 1 (page 14~16)
Supervisor’s audit report of the year of 2014. Review is respectfully requested. Explanation: Supervisor’s Audit Report is attached hereto as Attachment 2 (page 17~19)
Others.

Adopting Items

(Proposed by the Board of Directors)

Proposal 1 : 2014 Operating Report and the Financial Statement of the Company. Adoption is respectfully requested.

Explanation : 1. 2014 Operating Report and financial statements of the Company had been adopted by resolutions of the Board of Directors and had been duly audited by supervisors.
The preceding statements are attached hereto as Attachment 1&3 (page 14 to 16 and 20 to 33).

Resolution :

(Proposed by the Board of Directors)

Proposal 2 : Distribution of 2014 Profits. Adoption is respectfully requested.
Explanation : 1. 2014 net profit after tax of the Company is NT$ 21,676,759,219. After setting aside the legal reserve pursuant to the Articles of Incorporation, the proposed profit for distribution is at the amount of NT$6,947,188,064. The profit distribution table is attached hereto as Attachment 4 (page 34).
Proposed cash dividend distributed to shareholders is NT$ 6,947,188,064 (NT$0.7 per share). The above shareholders’ bonus will be distributed in priority from the profit of year 2014. Such cash dividend shall be calculated according to the distribution proportion under NT$ 1, for amount less than NT$ 1 shall be truncated. For the total add-up amount of distributed amount for less than NT$ 1, it is proposed that the Chairman be authorized to conduct adjustment.
In the event that, before the distribution record date, the proposed dividend distribution ratio is affected and is required to be adjusted due to capital variations affecting the number of outstanding shares, it is proposed that the Chairman be fully authorized to handle such distribution.
Upon the approval of the shareholders’ meeting, it is proposed that the Chairman be authorized to resolve the distribution record date and other relevant matters.

Resolution :

Discussion Items

(Proposed by the Board of Directors)

Proposal No.1: Proposals to conduct domestic capital increase by cash, to issue new shares by means of capital increase by cash for sponsoring issuance of GDR. Approval is respectfully requested.

Explanation: To respond to the change of whole operation environment in the future, to enrich working capital, to repay bank loans, to intensify the Company’s financial structure, and to satisfy the Company’s capital requirements for the long-term development, the Company proposes to conduct the fund-raising proposal within the limit of 0.95 billion (950,000,000) new shares through domestic capital increase by cash, offering of new shares by way of capital increase by cash for sponsoring issuance of GDR. It is proposed that the board of directors be authorized by the shareholders’ meeting to conduct the forgoing fundraising at suitable time by selection of one or collocation of two or more projects, and in one or in several installments according to market situations and capital requirement status of the Company, and in accordance with Articles of Incorporation, the related laws & regulations and the handling principles set forth as below. The main contents are described as follows:
Offering price: According to relevant laws and regulations, the offering price shall be set by no less than the closing price of the Company’s ordinary shares on price determination date, 90% of the simple average closing price of the ordinary shares of the Company for either the one, three, or five business days before price determination date, after adjustment for any distribution of stock dividends (or ex-rights of capital reduction) and cash dividends; provided however, in case there is alternation to domestic related laws & regulations, the pricing method may also be adjusted pursuant to the laws and regulations. It is proposed that the board of directors to authorize the

Chairperson or its designated person to negotiate with underwriter for the determination of actual offering price within the preceding scope.

To reserved for subscription by employees and original shareholders to forfeit their right to subscription to the remaining new shares:Except for 10% ~ 15% of new shares issued after capital increase reserved for subscription by employees of the Company based on the offering price in accordance with Article 267 the of Company Act, it is proposed that the shareholders’ meeting to agree that the original shareholders will forfeit their right to subscription to the remaining new shares in accordance with Article 28-1 of Securities and Exchange Act, and all of the remaining new shares will be made public offering (domestic capital increase by cash) or/and to be offered to the public as the original securities for sponsoring issuance of GDR. The portion which employees had forfeited their rights to subscription or the portion left unsubscribed is proposed to authorize the Chairperson to negotiate with specific person(s) to subscribe or to be included in the original securities for sponsoring issuance of GDR based on market requirements.
The sales method of the public offering of domestic capital increase by cash: it is proposed to authorize the board of directors to select by either method of book-building or public subscription.
Impact to the interest of the original shareholders:In relation to this domestic capital increase by cash and issuance of new shares by means of capital increase by cash for sponsoring issuance of GDR, the price determination method shall be conducted according to the relevant laws and regulations within the country and issuance market practice, therefore, the price determination method shall be deemed reasonable and will not cuase major impact to the interest of the original shareholders. For common shares to be issued, if calculated under the limit of 0.95 billion shares, it is estimated that the new shares will be 9.54% of the common shares already issued by the

Company and will not cause major dilution to the original shareholders’ interest.

The reason and reasonability of issuing the share lower than par value due to the change of market rather than adopting other methods to raise the funds: In consideration of the steady operation and the safety of the financial structure of the Company, it is more appropriate to use the fundraising vehicle in relation to share rather than pure debt. By raising fund through domestic capital increase by cash, offering of new shares by way of capital increase by cash for sponsoring issuance of GDR, not only there will be no expense on interest, it also may reduce the financial risk, improve the financial structure, increase the flexibility of the Company’s financial deploy, and benefits the long-term development of the Company. Also, there should be no adverse effect to the interest of the shareholders. Therefore, such fundraising vehicle in relation to shares should have its reasonability.
The funds raised from the issuance of common shares as a result of capital increase by cash is proposed to be used in one or several purposes for replenishing the operational funds and repayment of bank loans, and it is expected to be performed completely within three years after the accomplishment of the fund-raising, the implementation of this plan can intensify the competitiveness of the Company, promote the operation efficiency, and then will have positive support to shareholders’ equity.
It is proposed that shareholders’ meeting to authorize the board of directors to adjust, make and deal with the major contents of plans in relation to the capital increase by cash, including actual number of issued shares, actual subscription proportion reserved for the employees, actual offering price, record date, offering conditions, plan items, amount of fund-raising, fund usage and scheduled progress, the anticipated and possible efficiency accrued and other matters related to offering procedures. In future if it is

necessary to make change due to change of laws and regulations, requirement to revision from the competent authority, operation assessment or bjective environment, the chairperson will be granted the full authorization to dispose of such matters.

Other than the above scope of authorization, it is proposed that the

shareholders’ meeting authorize the Chairperson or his designated person to approve and represent the Company to execute, negotiate, and change any and all related matters in relation to the issuance of securities.

Resolution:

(Proposed by the Board of Directors)

Proposal No. 2 : Amendments to “Articles of Incorporation” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the establishment of the audit committee and the actual practice of the Company, it is proposed to amend “Articles of Incorporation” of the Company.
The comparative table is attached hereto as Attachment 5 (page 35 and 36).

Resolution :

(Proposed by the Board of Directors)

Proposal No. 3 : Amendments to “Rules of Shareholders’ Meeting” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the establishment of the audit committee and the actual practice of the Company, it is proposed to amend “Rules of Shareholders’ Meeting” of the Company.
The comparative table is attached hereto as Attachment 6 (page 37 to 41).

Resolution :

(Proposed by the Board of Directors)

Proposal No. 4 : Amendments to “Rules for Election of Directors and Supervisors” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the establishment of the audit committee and the actual practice of the Company, it is proposed to amend “Rules for Election of Directors and Supervisors” of the Company.
The comparative table is attached hereto as Attachment 7 (page 42 to 44).

Resolution :

Extemporary Motions

Attachment 1

INNOLUX CORPORATION

2014 Operating Report

Dear Shareholders,

Below are our 2014 business performance report and 2015 business plan summary:

1. Business Performance in 2013:

Year 2014 is the year of operation improvement and substantial result, our company’s gross profit margin, operating profit margin, and net profit margin all reached their new high since merger, and the days of inventory turnover and the net gearing has coms to its new low. The 153.2% net gearing for the second quarter 2012 during the debt negotiation has dropped to 27.2% at the end of 2014, which is remarkably improved and is better than that of those in the same industry; our financial status improvement plan has been successfully performed. The operating team and the employees of our company have made all-out effort and left no stone unturned all along the way.

In 2014, we continued to improve our operation status, to effectively integrate manpower, production capacity, and technique, to develop new products ahead of those in the same industry, and to successfully propel the strategy of product differentiation in order to establish our leading position of competitive advantage among the global panel industry. 2014 our consolidated revenue was NT$ 428.7 billion, which increased 1.40% by compared with the 2013 yearly revenue of NT$ 422.7 billion mainly generated from mobile phones (MP) business development, full high definition products development, and the successful introduction of TOD (Toch On Display) products. The gross profit of year 2014 is NT$ 50.3 billion and the gross profit margin of year 2014 is 11.7%, which is massively improved compared with NT$ 37.7 billion and 8.9% for the year 2013. The net operating income of year 2014 is NT$ 28.1 billion and the net operating income ratio of year 2014 is 6.6%, which is continuing to optimize compared with NT$ 15.3 billion and 3.6% for the year 2013. The annual profit after tax is NT$ 21.6 billion for year 2014, the annual earnings per share is NT$ 2.31. Not only our yearly operational profit has reached new high after merger, but it also surpassed the same line of work in Taiwan, which demonstrated our resolutions to operate the Company and the results of turnning the tide.

As for the research development and market segmentation, the continuous improvement and development of the technology has always been our company’s long-term competition

advantage. In year 2014, we are highly recognized by the market with outstanding growth for our products in the aspect of ultra high resolution, ultra thin, wide viewing angle, narrow frame, low power consumption, wide color gamut, and LED backlight. Moreover, we continued to promote the size differentiation and introduced the whole new LCD TV panels in size 39 inches, 50 inches, 58 inches, 65inches, and panels in 4K2K ultra high resolution. Such products are highly preferred by the consumers. We therefore successfully set the products and specifications of the market, created products differenciation, and established our longterm competition advantages.

In view of the futuer, our operation tean and all of our employees will continue to endeavor, to concentrate, and to innovate for the best interest of our shareholders.

2. Summary of 2015 business plan

In view of the year 2015, the market still have brisk demand for display devices of highend LED televisions and smart phones, and it will continue to develop in the trend of high resolution, ultra thin, wide viewing angle, and low power consumption. We will uphold our current guiding principle, and will concentrate on technique and products, automated production, strengthen our market and clients, establishment and leveling up our production capacity, quality and social responsibility, and placement strategy in order to adapt to effects of external competitive environment, legal environment, and the total economic environment. We will also endeavor to conduct vertical integration of our“streamlined“production in order to promote our overall competitiveness, to provide our clients with total solution to their needs, to inaugurate a win-win operation model for our clients, and to create greater value for all of our shareholders and employees.

(1) Quality refinement and technique promotion

A. To fortify quality
- The improvement key point is to promote the defect-free rate of our middle and small size products and to set up our goal for defect-free rate.
B. To level up our manufacturing process/product technology
- To reduce our cycle time of mass production.
- To level up our IPS production capacity and the technology of TOD.
- To increase the (FHD/HD) ratio of high resolution products.
(2) Continuing growth of middle and small size products

A. To expedite the speed from the development to mass production of our new products. B. To continue the increase our market share.

(3) Tablet integration

By utilizing the method of bundle Sensor Glass and TFT business, we will fortify our touch total solution and to cooperate with our end brand customers.

(4) To increase automation

A. To continue to establish automatic production line and to promote our competition advantage. B. While upgrading our equipment (from manual operation to automation), to lower the assembling labor-hour.

(5) To raise revenue, reduce expenditure, and control our costs.

In year 2015, the entire staff will also to fully devote themselves to work. Please continue to give us your support and encouragement. Lastly, I wish everyone a good health and the best of luck. Thank you.

President: Manager： Chief Accountant：

Attachment 2

INNOLUX CORPORATION

Supervisors’ Audit Report

The Board of Directors has duly submitted the 2014 operating report, financial statements, and table of profit distribution. The financial statements has been duly reviewed and approved by CPA Mr. Wu Han-Chi and CPA Mr. Hsu Sheng Chung of PwC Taiwan with the issuance of Auditor’s Report.

I, as the supervisor of the Company, have completed the audit and review, and had found nothing inconsistent with any of the above operating report, financial statements, and table of profit distribution. Therefore, I issue this audit report for acknowledgment in accordance with Article 219 of the Company Act.

To

General Shareholders Meeting of the Company in 2015

Supervisor: Lin, Ren-Guang

Date: April 28, 2015

INNOLUX CORPORATION

Supervisors’ Audit Report

To

General Shareholders Meeting of the Company in 2015

Supervisor: Chen, Yi-Fang

Date: April 28, 2015

INNOLUX CORPORATION

Supervisors’ Audit Report

To

General Shareholders Meeting of the Company in 2015

Supervisor: I-Chen Investment Ltd. Representative: Huang , Te-Tsai

Date: April 28, 2015

Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Innolux Corporation:

We have audited the accompanying consolidated balance sheets of Innolux Corporation and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under equity method for the year ended December 31, 2013. Those statements reflect NT$5,130,451,000, constituting 1% of the consolidated total assets as of December 31, 2013, and total operating revenues was NT$0 for the year then ended. Those financial statements and the information disclosed in Note 13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

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

In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Innolux Corporation and subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended in conformity with the “Regulations Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Innolux Corporation and its subsidiaries’ current liabilities have exceeded its current assets by NT$9,754,686,000 as of December 31, 2014. As set forth in Note 12(4), management has designed a turnaround plan to improve the Company’s operating efficiency.

We have also audited the separate financial statements of Innolux Corporation as of and for the years ended December 31, 2014 and 2013, and have expressed an unqualified opinion on such financial statements.

PricewaterhouseCoopers, Taiwan February 10, 2015

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.

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Assets	Notes
Current assets
Cash and cash equivalents	6(1)	$	70,989,741	$	44,137,818
Financial assets at fair value through profit	6(2)
or loss - current			52,453		227,703
Available-for-sale financial assets - current	6(3)		220,000		-
Accounts receivable, net	6(5)		70,976,005		66,358,291
Accounts receivable, net - related parties	7		6,112,400		2,049,985
Other receivables	7		2,849,589		4,255,683
Inventory	6(6)		33,787,842		50,524,156
Prepayments			1,441,603		1,194,871
Other financial assets - current	8		2,284,870		2,544,567
Other current assets			666,309		408,895
Total current assets			189,380,812		171,701,969
Non-current assets
Financial assets at fair value through profit	6(2)
or loss - non-current			605,155		712,603
Available-for-sale financial assets - non-	6(3)
current			5,137,117		3,952,530
Investments accounted for under equity	6(7)
method			2,364,225		4,919,134
Property, plant and equipment	6(8), 7 and 8		233,609,843		273,505,759
Investment property, net	6(9)		693,677		706,850
Intangible assets	6(10)		20,219,137		21,214,994
Deferred income tax assets	6(25)		17,778,516		18,123,869
Other financial assets - non-current	8		11,160,082		12,327,722
Other non-current assets			1,567,991		1,035,455
Total non-current assets			293,135,743		336,498,916
Total assets		$	482,516,555	$	508,200,885

(Continued)

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity	Notes 6(11) 6(2) 6(4) 7 7 6(15) 6(12) 6(4) 6(12) 6(25) 9 6(16) 6(17) 6(18) 6(19) 9 6(12)(16) and 11	2014 2013 $ 22,526,999 $ 31,179,767 605,016 689,097 1,351 - 74,954,439 65,435,586 5,252,946 8,756,243 23,912,180 20,715,595 582,258 454,482 3,133,489 1,949,029 66,162,663 169,097,708 2,004,157 2,309,244 199,135,498 300,586,751 - 21,918 42,293,423 - 477,580 909,708 11,438,618 12,104,654 54,209,621 13,036,280 253,345,119 313,623,031 99,545,364 91,094,288 99,584,369 96,058,741 509,272 2,328,981 1,144,229 - 24,979,173 5,092,716 1,927,656 ( 1,531,497) 227,690,063 193,043,229 1,481,373 1,534,625 229,171,436 194,577,854 $ 482,516,555 $ 508,200,885
Current liabilities Short-term borrowings Financial liabilities at fair value through profit or loss - current Derivative financial liabilities for hedging - current Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Provisions - current Long-term liabilities, current portion Other current liabilities Total current liabilities Non-current liabilities Derivative financial liabilities for hedging - non-current Long-term borrowings Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of the parent Share capital - common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Equity attributable to owners of the parent Non-controlling interest Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Items	Notes 2014 2013 7 $ 428,661,898 $ 422,730,500 6(6)(23)(24) and 7 ( 378,276,897) ( 384,971,385) 50,385,001 37,759,115 6(23)(24) ( 3,224,079) ( 2,974,223) ( 6,810,443) ( 7,169,974) ( 12,177,083) ( 12,265,650) ( 22,211,605) ( 22,409,847) 28,173,396 15,349,268 6(20) 2,734,952 2,627,868 6(21) ( 5,130,475) ( 7,166,774) 6(22) ( 3,309,347) ( 5,103,230) 65,814 ( 63,779) ( 5,639,056) ( 9,705,915) 22,534,340 5,643,353 6(25) ( 857,432) ( 548,334) $ 21,676,908 $ 5,095,019 $ 3,078,767 $ 2,712,774 6(3) 284,946 16,772 6(4) ( 278,458) 79,477 6(13) ( 55,790) ( 11,870) 81,659 36,122 6(25) 48,369 26,242 $ 3,159,493 $ 2,859,517 $ 24,836,401 $ 7,954,536 $ 21,676,759 $ 5,102,568 149 ( 7,549) $ 21,676,908 $ 5,095,019 $ 24,844,853 $ 7,953,076 ( 8,452) 1,460 $ 24,836,401 $ 7,954,536 6(26) $ 2.31 $ 0.57 $ 2.28 $ 0.57
Sales revenue Operating costs Net operating margin Operating expenses Selling expenses General and administrative expenses Research and development expenses Total operating expenses Operating profit Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit/(loss) of associates and joint ventures accounted for under equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the year Other comprehensive income (net) Financial statements translation differences of foreign operations Unrealized gain on valuation of available- for-sale financial assets Cash flow hedges Actuarial loss on defined benefit plan Share of other comprehensive income of associates and joint ventures accounted for under equity method Income tax relating to the components of other comprehensive income Other comprehensive income for the year, net of tax Total comprehensive income for the year Profit attributable to: Owners of the parent Non-controlling interest Total Other comprehensive income attributable to: Owners of the parent Non-controlling interest Total Earnings per share (in dollars) Basic earnings per share Diluted earnings per share

Items

Notes
2014
2013
7
$ 428,661,898
$ 422,730,500
6(6)(23)(24) and 7 (
378,276,897) (
384,971,385)
50,385,001
37,759,115
6(23)(24)
(
3,224,079) (
2,974,223)
(
6,810,443) (
7,169,974)
(
12,177,083) (
12,265,650)
(
22,211,605) (
22,409,847)
28,173,396
15,349,268
6(20)
2,734,952
2,627,868
6(21)
(
5,130,475) (
7,166,774)
6(22)
(
3,309,347) (
5,103,230)
65,814
(
63,779)
(
5,639,056) (
9,705,915)
22,534,340
5,643,353
6(25)
(
857,432) (
548,334)
$ 21,676,908
$ 5,095,019
$ 3,078,767
$ 2,712,774
6(3)
284,946
16,772
6(4)
(
278,458)
79,477
6(13)
(
55,790) (
11,870)
81,659
36,122
6(25)
48,369
26,242
$ 3,159,493
$ 2,859,517
$ 24,836,401
$ 7,954,536
$ 21,676,759
$ 5,102,568
149
(
7,549)
$ 21,676,908
$ 5,095,019
$ 24,844,853
$ 7,953,076
(
8,452)
1,460
$ 24,836,401
$ 7,954,536
6(26)
$ 2.31
$ 0.57
$ 2.28
$ 0.57

Sales revenue
Operating costs
Net operating margin
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit/(loss) of associates and
joint ventures accounted for under equity
method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income (net)
Financial statements translation
differences of foreign operations
Unrealized gain on valuation of available-
for-sale financial assets
Cash flow hedges
Actuarial loss on defined benefit plan
Share of other comprehensive income of
associates and joint ventures accounted
for under equity method
Income tax relating to the components of
other comprehensive income
Other comprehensive income for the year,
net of tax
Total comprehensive income for the year
Profit attributable to:
Owners of the parent
Non-controlling interest
Total
Other comprehensive income attributable
to:
Owners of the parent
Non-controlling interest
Total
Earnings per share (in dollars)
Basic earnings per share
Diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

			Equity a	ttributable to own	ofthe parent				Non-controlling interest	Total
Common stock	Capital surplus $ 119,677,980 ( 27,308,220 ) 3,269,051 187,212 10,680 189,976 32,062 - - $ 96,058,741 $ 96,058,741 2,125,000 - - - ( 1,266,944 ) 2,328,981 48,924 47,174 289,523 ( 47,030 ) - - - $ 99,584,369		Retained Earnings			Other equity	interest
		Legal reserve $ 2,328,981 - - - - - - - - $2,328,981 $ 2,328,981 - 509,272 - - - ( 2,328,981 ) - - - - - - - $ 509,272	Special reserve	Unappropriated earnings	Financial statements translation differences of foreign operations	Unrealized gain (loss) on available-for- sale financial assets	Changes in gain (loss) on cash flow hedge	Employee unearned compensatio n
$ 79,129,708 - 11,250,000 725,260 ( 10,680 ) - - - - $91,094,288 $ 91,094,288 8,500,000 - - - - - ( 48,924 ) - - - - - - $99,545,364			$ - - - - - - - - - $ - $ - - - 1,144,229 - - - - - - - - - - $ 1,144,229	($ 27,308,220 ) 27,308,220 - - - - - 5,102,568 ( 9,852 ) $ 5,092,716 $ 5,092,716 - ( 509,272 ) ( 1,144,229 ) ( 90,495 ) - - - - - - - 21,676,759 ( 46,306 ) $24,979,173	($ 2,818,705 ) - - - - - - - 2,740,631 ($ 78,074 ) ($ 78,074 ) - - - - - - - - - - - - 3,161,022 $3,082,948	($ 1,609,513 ) - - - - - - - 65,168 ($1,544,345 ) ($ 1,544,345 ) - - - - - - - - - - - - 284,498 ($1,259,847 )	$ 423,629 - - - - - - - 54,561	$ - - - ( 754,166 ) - 366,898 - - - ( $387,268 ) ( $387,268 ) - - - - - - - ( 43,951 ) 288,704 - - - - ( $142,515 )	$ 1,533,165 - - - - - - ( 7,549) 9,009 $ 1,534,625 $ 1,534,625 - - - - - - - - - - ( 44,800) 149 ( 8,601) $ 1,481,373	$ 171,357,025 - 14,519,051 158,306 - 556,874 32,062 5,095,019 2,859,517 $194,577,854 $ 194,577,854 10,625,000 - - ( 90,495 ) ( 1,266,944 ) - - 3,223 578,227 ( 47,030 ) ( 44,800 ) 21,676,908 3,159,493 $229,171,436
							$478,190

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the year
Adjustments to reconcile net income to net cash provided
by operating activities
Income and expenses having no effect on cash flows
Depreciation and amortization
Compensation related to share-based payment
Provision for doubtful accounts
Share of profit (loss) of associates and joint ventures
accounted for under equity method
Gain from disposal of investments
Loss on disposal of property, plant and equipment
Impairment loss
Interest expense
Interest income
Dividend income
Unrealized foreign exchange loss (gain)
Changes in assets/liabilities relating to operating
activities
Net changes in assets relating to operating activities
Financial assets /liabilities at fair value through profit
or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Net changes in liabilities relating to operating activities
Derivative financial liabilities for hedging
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash paid for income tax
Net cash provided by operating activities

Notes
2014
2013
$ 22,534,340
$ 5,643,353
6(23)
60,899,556
77,851,438
6(24)
578,227
556,874
6(5)
820
453
(
65,814 )
63,779
6(21)
(
794,041 ) (
1,977,799 )
6(21)
179,758
138,658
6(21)
351,066
921,828
6(22)
3,586,581
5,051,960
6(20)
(
328,633 ) (
293,741 )
(
39,958 ) (
58,897 )
1,417,004
(
310,450 )
198,617
(
1,275,676 )
(
4,618,534 )
8,336,807
(
4,062,415 )
6,500,243
(
1,047,816 )
734,595
16,736,314
(
8,456,587 )
(
246,732 ) (
226,676 )
(
257,414 ) (
123,046 )
(
299,025 ) (
399,357 )
9,518,853
(
16,066,134 )
(
3,503,297 ) (
4,958,074 )
4,070,494
749,050
1,184,460
814,253
(
290,486 )
513,119
(
721,826)
3,133,498
104,980,099
76,863,471
(
768,062 ) (
974,312 )
104,212,037
75,889,159

(Continued)

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial
assets
Proceeds from disposal of financial assets carried at cost -
non-current
Proceeds from disposal of non-current assets held for sale
Acquisition of investment accounted for under equity
method
Proceeds from disposal of investment accounted for under
equity method
Proceeds from capital reduction of investments accounted
for under equity method
Decrease in other financial assets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
(Increase) decrease in other non-current assets
Interest received
Dividends received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Decrease in short-term notes and bills payable
Payment of long-term borrowings
Payment of bonds payable
Decrease in accrued lease payments
Stock issued for cash
Cash dividends paid
Cash paid from capital surplus
Proceeds from issuance of restricted stock to employees
Repurchase from issuance of restricted stock to employees
Changes in non-controlling interests
Interest paid
Net cash used in financing activities
Effect of changes in foreign currency exchange
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2014
2013
( $ 240,167 ) ( $ 916,909 )
802,524
3,963,684
-
192,758
-
279,312
(
73,500 )
-
1,685,201
136,185
59,451
-
464,337
941,407
6(27)
(
20,526,552 ) (
18,370,343 )
6(27)
4,253,209
1,174,898
(
18,140 ) (
157,781 )
(
22,070 )
29,586
368,335
364,391
64,221
201,765
(
13,183,151 ) (
12,161,047 )
(
8,881,219 ) (
14,499,547 )
-
(
699,430 )
(
61,671,395 ) (
51,589,030 )
-
(
2,000,000 )
-
(
980,000 )
6(16)
10,625,000
14,519,051
6(18)
(
90,495 )
-
(
1,266,944 )
-
6(14)
-
181,315
(
7,754 ) (
8,260 )
(
44,800 )
-
(
3,608,923 ) (
5,586,134 )
(
64,946,530 ) (
60,662,035 )
769,567
173,764
26,851,923
3,239,841
44,137,818
40,897,977
$ 70,989,741
$ 44,137,818

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Innolux Corporation

We have audited the accompanying parent company only balance sheets of Innolux Corporation as of December 31, 2014 and 2013, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These parent company only financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these parent company only financial statements based on our audits. We did not audit the financial statements of certain investments accounted for under equity method for the year ended December 31, 2013. The long-term equity investments amounted to NT$2,618,196,000 as of December 31, 2013, and the comprehensive income (including share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method and share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method) was NT$451,716,000 for the year then ended. Those financial statements and the information disclosed in Note 13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

In our opinion, based on our audits and the reports of other independent accountants, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of Innolux Corporation as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended in conformity with the “Regulations Governing the Preparations of Financial Statements by Securities Issuers”.

Innolux Corporation’s current liabilities have exceeded its current assets by NT$42,313,979,000 as of December 31, 2014. As set forth in Note 12(4), management has designed a turnaround plan to improve the Company’s operating efficiency.

PricewaterhouseCoopers, Taiwan

February 10, 2015

The accompanying 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 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.

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 2014 6(1) $ 55,543,195 6(2) 52,453 6(3) 220,000 6(5) 68,858,149 7 6,067,658 699,592 7 691,024 6(6) 27,938,165 542,334 8 2,250,035 12,542 162,875,147 6(3) 3,101,461 6(7) 73,096,389 6(8), 7 and 8 192,599,182 6(9) 693,677 6(10) 20,127,184 6(25) 17,575,426 8 11,160,082 625,863 318,979,264 $ 481,854,411 (Continued)	2013
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Accounts receivable, net Accounts receivable, net - related parties Other receivables Other receivables - related parties Inventory Prepayments Other financial assets - current Other current assets Total current assets Non-current assets Available-for-sale financial assets - non- current Investments accounted for under equity method Property, plant and equipment Investment property, net Intangible assets Deferred income tax assets Other financial assets - non-current Other non-current assets Total non-current assets Total assets		$ 27,604,892 227,703 - 63,763,265 2,409,842 609,036 787,951 39,510,209 849,108 2,485,841 26,684
		138,274,531
		1,824,122 67,860,212 233,557,614 706,850 21,114,443 17,835,399 12,327,722 57,553
		355,283,915
		$ 493,558,446

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity	Notes 6(11) 6(2) 6(4) 7 7 and 9 6(15) 6(12) 6(4) 6(12) 6(25) 6(13) and 9 6(16) 6(14)(17) 6(18) 6(19) 9 6(12)(16) and 11	2014 2013 $ 1,300,000 $ 1,943,565 605,016 689,097 1,351 - 33,731,780 29,023,925 85,171,012 81,977,746 18,688,940 15,090,951 3,133,489 1,949,029 61,092,333 155,569,218 1,465,205 1,170,242 205,189,126 287,413,773 - 21,918 37,223,093 - 477,579 909,708 11,274,550 12,169,818 48,975,222 13,101,444 254,164,348 300,515,217 99,545,364 91,094,288 99,584,369 96,058,741 509,272 2,328,981 1,144,229 - 24,979,173 5,092,716 1,927,656 ( 1,531,497) 227,690,063 193,043,229 $ 481,854,411 $ 493,558,446
Current liabilities Short-term borrowings Financial liabilities at fair value through profit or loss - current Derivative financial liabilities for hedging - current Accounts payable Accounts payable - related parties Other payables Provisions - current Long-term liabilities, current portion Other current liabilities Total current liabilities Non-current liabilities Derivative financial liabilities for hedging - non-current Long-term borrowings Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity Share capital - common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date Total liabilities and equity

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated February 10, 2015.

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items	Notes 2014 2013 7 $ 426,005,033 $ 419,738,269 6(6)(23)(24) and 7 ( 389,609,785) ( 392,206,451) 36,395,248 27,531,818 6(23)(24) ( 1,092,207) ( 1,105,609) ( 3,451,341) ( 3,997,111) ( 11,412,260) ( 11,128,979) ( 15,955,808) ( 16,231,699) 20,439,440 11,300,119 6(20) 1,379,919 1,222,075 6(21) ( 3,418,822) ( 8,950,438) 6(22) ( 2,721,239) ( 4,369,834) 5,998,536 5,233,229 1,238,394 ( 6,864,968) 21,677,834 4,435,151 6(25) ( 1,075) 667,417 $ 21,676,759 $ 5,102,568 $ 3,087,368 $ 2,703,765 6(3) 103,510 ( 223,008) 6(4) ( 278,458) 79,477 6(13) ( 55,790) ( 11,870) 263,095 275,902 6(25) 48,369 26,242 $ 3,168,094 $ 2,850,508 $ 24,844,853 $ 7,953,076 6(26) $ 2.31 $ 0.57 $ 2.28 $ 0.57
Sales revenue Operating costs Net operating margin Operating expenses Selling expenses General and administrative expenses Research and development expenses Total operating expenses Operating profit Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit of subsidiaries and associates accounted for under equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the year Other comprehensive income Financial statements translation differences of foreign operations Unrealized gain (loss) on valuation of available-for-sale financial assets Cash flow hedges Actuarial loss on defined benefit plan Share of other comprehensive income of associates and joint ventures accounted for under equity method Income tax relating to the components of other comprehensive income Other comprehensive income for the year, net of tax Total comprehensive income for the year Earnings per share (in dollars) Basic earnings per share Diluted earnings per share

Items

Notes
2014
2013
7
$ 426,005,033
$ 419,738,269
6(6)(23)(24) and
7
(
389,609,785) (
392,206,451)
36,395,248
27,531,818
6(23)(24)
(
1,092,207) (
1,105,609)
(
3,451,341) (
3,997,111)
(
11,412,260) (
11,128,979)
(
15,955,808) (
16,231,699)
20,439,440
11,300,119
6(20)
1,379,919
1,222,075
6(21)
(
3,418,822) (
8,950,438)
6(22)
(
2,721,239) (
4,369,834)
5,998,536
5,233,229
1,238,394
(
6,864,968)
21,677,834
4,435,151
6(25)
(
1,075)
667,417
$ 21,676,759
$ 5,102,568
$ 3,087,368
$ 2,703,765
6(3)
103,510
(
223,008)
6(4)
(
278,458)
79,477
6(13)
(
55,790) (
11,870)
263,095
275,902
6(25)
48,369
26,242
$ 3,168,094
$ 2,850,508
$ 24,844,853
$ 7,953,076
6(26)
$ 2.31
$ 0.57
$ 2.28
$ 0.57

Sales revenue
Operating costs
Net operating margin
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries and
associates accounted for under equity
method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Financial statements translation
differences of foreign operations
Unrealized gain (loss) on valuation of
available-for-sale financial assets
Cash flow hedges
Actuarial loss on defined benefit plan
Share of other comprehensive income
of associates and joint ventures
accounted for under equity method
Income tax relating to the
components of other comprehensive
income
Other comprehensive income for the
year, net of tax
Total comprehensive income for the
year
Earnings per share (in dollars)
Basic earnings per share
Diluted earnings per share

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated February 10, 2015.

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

2013 Balance at January 1, 2013 Capital surplus offset against accumulated deficit Global depositary receipt issued for cash Issuance of restricted stock to employees Cancellation of restricted stock to employees Compensation related to share- based payment Changes in net equity of long-term equity investments Profit for the year Other comprehensive income for the year Balance at December 31, 2013 2014 Balance at January 1, 2014 Capital issued for cash Appropriations of 2013 earnings: Legal reserve Special reserve Cash dividends Cash paid from capital surplus Capital surplus offset against accumulated deficit Cancellation of restricted stock to employees Changes in restricted stock to employees Compensation related to share- based payment Changes in net equity of long-term equity investments Profit for the year Other comprehensive income for the year Balance at December 31, 2014	Notes		Commonstock		Capitalsurplus				RetainedEarnings						Otherequityinterest	Otherequityinterest	Otherequityinterest				Total
							Legal reserve		Special reserve		Unappropriated earnings		Financial statements translation differences of foreign operations		Unrealized gain (loss) on available-for- sale financial assets		Changes in gain (loss) on cash flow hedge		Employee unearned compensation
	6(16) 6(14) 6(14) 6(19) 6(16) 6(18) 6(18) 6(18) 6(14) 6(19)		$ 79,129,708 - 11,250,000 725,260 ( 10,680 ) - - - - $ 91,094,288 $ 91,094,288 8,500,000 - - - - - ( 48,924 ) - - - - - $ 99,545,364		$ 119,677,980 ( 27,308,220 ) 3,269,051 187,212 10,680 189,976 32,062 - - $ 96,058,741 $ 96,058,741 2,125,000 - - - ( 1,266,944 ) 2,328,981 48,924 47,174 289,523 ( 47,030 ) - - $ 99,584,369		$ 2,328,981 - - - - - - - - $ 2,328,981 $ 2,328,981 - 509,272 - - - ( 2,328,981 ) - - - - - - $ 509,272		$ - - - - - - - - - $ - $ - - - 1,144,229 - - - - - - - - - $ 1,144,229		($ 27,308,220 ) 27,308,220 - - - - - 5,102,568 ( 9,852 ) $ 5,092,716 $ 5,092,716 - ( 509,272 ) ( 1,144,229 ) ( 90,495 ) - - - - - - 21,676,759 ( 46,306 ) $24,979,173		($ 2,818,705 ) - - - - - - - 2,740,631 ($ 78,074 ) ($ 78,074 ) - - - - - - - - - - - 3,161,022 $ 3,082,948		($ 1,609,513 ) - - - - - - - 65,168 ($ 1,544,345 ) ($ 1,544,345 ) - - - - - - - - - - - 284,498 ($ 1,259,847 )		$ 423,629 - - - - - - - 54,561 $ 478,190 $ 478,190 - - - - - - - - - - - ( 231,120 ) $ 247,070		$ - - - ( 754,166 ) - 366,898 - - - ($ 387,268 ) ($ 387,268 ) - - - - - - - ( 43,951 ) 288,704 - - - ($ 142,515 )		$ 169,823,860 - 14,519,051 158,306 - 556,874 32,062 5,102,568 2,850,508 $193,043,229 $ 193,043,229 10,625,000 - - ( 90,495 ) ( 1,266,944 ) - - 3,223 578,227 ( 47,030 ) 21,676,759 3,168,094 $227,690,063

Employees' bonus and directors' and supervisors' remuneration accrued at $172,217 and $4,004 had been deducted from the statement of comprehensive income for the year ended December 31, 2013.

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated February 10, 2015.

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjustments to reconcile net income to net cash provided
by operating activities
Income and expenses having no effect on cash flows
Depreciation and amortization
Compensation related to share-based payment
Share of profit of subsidiaries and associates accounted
for under equity method
Gain from disposal of investments
Impairment loss
(Gain) loss on disposal of property, plant and
equipment
Interest income
Dividend income
Interest expense
Unrealized foreign exchange loss (gain)
Changes in assets/liabilities relating to operating
activities
Net changes in assets relating to operating activities
Financial assets /liabilities at fair value through profit
or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Net changes in liabilities relating to operating activities
Derivative financial liabilities for hedging
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash paid for income tax
Net cash provided by operating activities

Notes
2014
2013
$ 21,677,834
$ 4,435,151
6(23)
56,134,539
71,068,428
6(14)
578,227
556,874
(
5,998,536 ) (
5,233,229 )
6(21)
(
452,613 ) (
18,366 )
6(21)
-
204,721
6(21)
(
22,568 )
6,065
6(20)
(
126,493 ) (
112,782 )
6(20)
(
7,567 ) (
43,822 )
6(22)
2,998,473
4,318,564
6(21)
1,188,553
(
468,215 )
91,169
(
706,193 )
(
5,094,884 )
5,437,335
(
3,657,816 )
10,145,135
(
89,561 )
194,789
11,572,044
(
4,133,091 )
306,774
(
580,008 )
14,142
(
9,872 )
(
299,025 ) (
290,235 )
4,707,855
(
22,695,791 )
3,193,266
(
7,322,352 )
4,125,260
(
8,943,611 )
1,184,460
814,253
309,564
(
248,257 )
(
951,067 )
3,361,094
91,382,030
49,736,585
(
1,075 )
-
91,380,955
49,736,585

(Continued)

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other receivables - related parties
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial
assets
Proceeds from disposal of financial assets carried at cost -
non-current
Acquisition of investment accounted for under equity
method
Proceeds from disposal of investment accounted for under
equity method
Proceeds from capital reduction of investments accounted
for under equity method
Acquisition of property, plant and equipment
Decrease in other financial assets
Proceeds from disposal of property, plant and equipment
Increase in other non-current assets
Interest received
Dividends received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Decrease in short-term notes and bills payable
Payment of long-term borrowings
Payment of bonds payable
Decrease in accrued lease payments
Stock issued for cash
Cash dividends paid
Cash paid from capital surplus
Proceeds from issuance of restricted stock to employees
Repurchase from issuance of restricted stock to employees
Interest paid
Net cash used in financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2014
2013
$ 96,927
$ 547,891
(
135,456 ) (
292,854 )
167,288
201,107
-
192,758
(
753,906 ) (
1,381,019 )
1,550,113
3,557
736,214
3,278,146
6(27)
(
14,629,033 ) (
16,072,136 )
440,446
877,470
12,761
111,287
(
568,172 ) (
13,819 )
125,498
113,894
1,444,112
5,859,537
(
11,513,208 ) (
6,574,181 )
(
643,565 )
1,943,565
-
(
699,430 )
(
57,625,650 ) (
49,210,951 )
-
(
2,000,000 )
-
(
980,000 )
6(16)
10,625,000
14,519,051
(
90,495 )
-
(
1,266,944 )
-
6(14)
-
181,315
(
7,754 ) (
8,260 )
(
2,920,036 ) (
4,239,118 )
(
51,929,444 ) (
40,493,828 )
27,938,303
2,668,576
27,604,892
24,936,316
$ 55,543,195
$ 27,604,892

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated February 10, 2015.

Attachment 4

INNOLUX CORPORATION 2014 Profit Distribution Table

Unit: NT$

		Unit: NT$
Item	Amount	Explanation
Accumulated retained earning at the start of theyear	3,348,719,457
Adjusted retained earnings ofyear 2014	(46,305,843)	Note 3
Adjusted undistributed retained earnings	3,302,413,614
Profit after tax of Year 2014	21,676,759,219
Minus: Legal reserve	(2,167,675,922)
Plus: Reversal of special reserve	1,144,228,508
Profit distributable	23,955,725,419

Distribution Item
Cash dividends to sharholders	6,947,188,064	To distribute NT$ 0.7 per share
Subtotal of dividends to shareholders	6,947,188,064

Unappropriated retained earnings to date	17,008,537,355

Note 1：To distribute profit of year 2014 in priority in accordance with the Articles of Incorporation of the Company and the Shareholders’ Meeting.
Note 2: In considering the related rules prescribed under the Articles of Incorporation and to encourage our employee, it is proposed to distribute employee bonus of year 2014 at the amount of NT$ 1,436,186,891 and renumuneration of the directors and supervisors of year 2014 at the amount of NT$ 6,954,142, the total distributed amount has a difference of NT$ 6,954,142 between the estimated listed expenses of the year of 2014. Such difference will be handled by changes in accounting estimate and will be listed as the expense of the year of 2015 after such proposal has been passed and resolved by the shareholders meeting.
Note 3: The number of adjusted retained earnings of year 2014 is the defined retirement benefit plan actuarial loss.
Chairman: General Manager: Senior Accountant:

Attachment 5

Comparative table for Amendments to Articles of Incorporation

Article No.	The Current Article	The Current Article	The Amended Article	Reasons for Amendme nt
Article 4-2	If the Company~~proposes to~~ issue employee stock option at a price less than market price, such issuance shall be in accordance with “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and shall be adopted by a resolution of shareholders’ meeting.		For the issuance of employee stock option of the Company at a price less than market price, such issuance shall be in accordance with “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and shall be adopted by a resolution of shareholders’ meeting	Revise according to the Company’s practice.
Article 4-3	If the Company~~proposes to~~ transfer the buyback shares to its employees at a price less than average price of actual buyback price, such transfer shall be in accordance with related regulations and shall be adopted by a resolution of its latest shareholders’ meeting.		If the Company transfers the buyback shares to its employees at a price less than average price of actual buyback price, such transfer shall be in accordance with related regulations and shall be adopted by a resolution of its latest shareholders’ meeting.	Revise according to the Company’s practice.
Article 6	The shares of the Company shall be in registered form, serially numbered, shall be affixed with the signatures or personal seals of three or more directors, and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof.~~Also,~~ ~~t~~he Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/institution to make recordation of the issue of such shares.		The shares of the Company shall be in registered form, serially numbered, shall be affixed with the signatures or personal seals of three or more directors, and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/institution to make recordation of the issue of such shares.	Revise according to the Company’s practice.
Article 12	The Company shall have five to~~seven~~ directors and two to three supervisors for a term of three years.The candidates nomination system is adopted by the Company, the directors and supervisor shall be elected by shareholders’ meeting from the roster of candidates,~~and he/she~~ ~~may be el~~ ~~igible for re~~ ~~-~~ ~~election~~ ~~.~~The number of directors and supervisors shall be decided by the board of directors. (No amendment to the content,omitted)	~~seven~~	The Company shall have five tonine directors and two to three supervisors for a term of three years,and directors and supervisors may be eligible for re- election. The candidates nomination system is adopted by the Company, the directors and supervisor shall be elected by shareholders’ meeting from the roster of candidates. The number of directors and supervisors shall be decided by the board of directors. (No amendment to the content , omitted)	Revise according to the establishmen t of audit committee
Article 12-1	~~In accordance with~~ ~~A~~rticle 14-2~~& 183~~ ~~o~~f Securities and Exchange Act, among of the number of directors above, at least~~two~~ ~~o~~f which shall be independent directors, and not less than one-fifth of the total number of directors. In case a candidates nomination system is adopted, the shareholders’ meeting shall elect the directors from among the nominees listed in the roster of director candidates.		Pursuant to Article 14-2 of Securities and Exchange Act, among of the number of directors above, at leastthree of which shall be independent directors, and not less than one-fifth of the total number of directors. In case a candidates nomination system is adopted, the shareholders’ meeting shall elect the directors from among the nominees listed in the roster of director candidates.	Revise according to the establishmen t of audit committee

Article No.	The Current Article	The Amended Article	Reasons for Amendme nt
Paragraph 2 and 3 of Article 17	New Added.	After the term of office of our Company’s directors and supervisors elected in year 2013 is expired and re-elected, pursuant to	To add the rules of the audit committee charter and the sunset clause of the system of supervisors
		Article 14-4 of the Securities and Exchange Act,an audit committee is established to replace supervisors. The audit committee or the members of the audit committee will be responsible to perform the duties of the supervisors set forth under the Company Act, the Securities and Exchange Act, other rules and regulations, and this Articles of Incorporation.After the establishment of the audit committee, the rules in relation to
		supervisors of this Articles of Incorporation shall no longer be applicable. The matters of number, term of office, powers, rules of procedure for meetings, and other matters in relation to the audit committee will be separately adopted by an
		audit committee charter according to the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
Article 26	This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003.…(Omitted) The eleventh amendment was made on June 28, 2011. The twelfth amendment was made on June 29, 2012. The thirteenth amendment was made on November 14, 2012. The fourteenth amendment is on June 19, 2014.	This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003.…(Omitted) The eleventh amendment was made on June 28, 2011. The twelfth amendment was made on June 29, 2012. The thirteenth amendment was made on November 14, 2012. The fourteenth amendment is on June 19, 2014. The fifteenth amendment is on June 8, 2015.	To explain the revision history of the Articles of Incorporatio n.

Attachment 6

Comparative table for Amendments to Rules of Shareholders’ Meeting

Article No.	The Current Article	The Amended Article	Reasons for Amendment
Article 3	(To convene shareholders meeting and meeting notice) A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors. The convention of a general shareholders meeting shall compile meeting agenda which shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, for each registered stock shareholders whose shareholding is less than one thousand shares, a public notice may, as an alternative, be given by means of entering into MOPS; a notice to convene a special shareholders meeting shall be given to each shareholder no later than 15 days, a public notice may, as an alternative, be given by means of inputting into MOPS to each registered share shareholders whose shareholding is less than one thousand shares. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. Matters pertaining to election or discharge of directors and supervisors, alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act, Article 26-1 & 43-6 of Securities & Exchange Act hereof shall be itemized in the causes or subjects to be described in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions. Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. In case any proposal submitted by shareholders has any of the circumstances provided in Article 172-2, paragraph 4 of the Company Act, the board of directors may exclude theproposal submitted bya	(To convene shareholders meeting and meeting notice) A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors. The convention of a general shareholders meeting shall compile meeting agenda which shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, for each registered stock shareholders whose shareholding is less than one thousand shares, a public notice may, as an alternative, be given by means of entering into MOPS; a notice to convene a special shareholders meeting shall be given to each shareholder no later than 15 days, a public notice may, as an alternative, be given by means of inputting into MOPS to each registered share shareholders whose shareholding is less than one thousand shares. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. Matters pertaining to election or discharge of directors and supervisors, alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act, Article 26-1 & 43-6 of Securities & Exchange Act,Article 56-1 & Article 60-2 of Regulations Governing the Offering and	To revise according to rules and regulations.
		Issuance of Securities by Securities Issuers hereof shall be itemized in the causes or subjects to be described in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions. Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. In case any proposal submitted by shareholders has any of the circumstances

Article No.	The Current Article	The Amended Article	Reasons for Amendment
	shareholder from the list of proposals to be discussed at a regular meeting of shareholders. Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting where at his/her proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposals submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.	provided in Article 172-2, paragraph 4 of the Company Act, the board of directors may exclude the proposal submitted by a shareholder from the list of proposals to be discussed at a regular meeting of shareholders. Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting where at his/her proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposals submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meetingto be convened.
Article 6	(The preparation of~~an attendance book~~ ~~)~~ Attending shareholders or the proxy appointed by a shareholder shall submit their attendance cards in substitution for signing of attendance. The number of attending shares shall be calculated based on the attendance cards submitted. The Company shall submit to attending shareholders the meeting agenda, annual report, attendance card, comment slip, vote and other meeting materials; if there is an election of directors~~and~~ ~~supervisors~~ ~~,~~shall attach separately ballot. The shareholder shall have~~attendance card~~ ~~,~~ a register of attendance or other attendance	(The preparation of Documents) Attending shareholders or the proxy appointed by a shareholder shall submit their attendance cards in substitution for signing of attendance. The number of attending shares shall be calculated based on the attendance cards submitted. The Company shall submit to attending shareholders the meeting agenda, annual report, attendance card, comment slip, vote and other meeting materials; if there is an election of directors, shall attach separately ballot. The shareholder shall have attendance card, a register of attendance or other attendance	To revise according to the establishmen t of the audit committee and the Company’s practice

Article No.	The Current Article	The Amended Article	Reasons for Amendment
	certificate to attend shareholders’ meeting; Proxy solicitor of proxy solicitation shall take along identity~~identity~~ certificate for checkup. When the government or a juristic person is a shareholder, its proxy shall not be limited to one person. When a juristic person acts as the proxy to attend a shareholders’ meeting, it can only appoint one person to attend the meeting.	certificate to attend shareholders’ meeting; Proxy solicitor of proxy solicitation shall take along identity certificate for checkup. The shareholder shall have a register of attendance or other attendance certificate to attend shareholders’ meeting; Proxy solicitor of proxy solicitation shall take alongidentity certificate for checkup. When the government or a juristic person is a shareholder, its proxy shall not be limited to one person. When a juristic person acts as the proxy to attend a shareholders’ meeting, it can only appoint one person to attend the meeting.
Article 9	(The calculation of attending shares of shareholders meeting, and the calling for meeting) Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on ~~the~~ ~~attendance register or~~ ~~t~~he attendance cards submitted, and the shares exercised in writing or by way of electronic transmission. (Below omitted)	(The calculation of attending shares of shareholders meeting, and the calling for meeting) Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on the attendance cards submitted, and the shares exercised in writing or by way of electronic transmission. (Below omitted)	Revise according to the Company’s practice.
Article 13	(Voting of proposals, Voting monitoring and Voting Counting) Each shareholder shall have one voting power in respect of each share in his/her/its possession; but the shares shall have no voting power under limitation or provided for inArticle 179, Paragraph 2 of the Company Act. ~~When the Company convenes the~~ ~~shareholders~~ ~~’~~ ~~meetin t~~ ~~he otin oer at~~	(Voting of proposals, Voting monitoring and Voting Counting) Each shareholder shall have one voting power in respect of each share in his/her/its possession; but the shares shall have no voting power under limitation or provided for inArticle 179, Paragraph 2 of the Company Act. The Company shall adopt the electronic transmission as well as in writing as method for exercising the voting power, provided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting. In case a shareholder attends the shareholders' meeting in person, he/she/it shall, at least two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/itsprevious declaration of intention	To revise according to the adoption of electronic voting for each discussion itmes of the Company.
	~~g,~~ ~~vg pw~~ ~~a shareholders' meeting may be exercised~~ ~~in writing or by way of electronic~~ ~~transmission~~ ~~(Coman bein reired to~~
	~~,~~ ~~py g qu~~ ~~adop~~ ~~t~~ ~~the electronic transmission as~~ ~~method for exercising the voting power~~ ~~accordin to Pararah 1 Article 177~~ ~~-~~ ~~1 of~~
	~~g gp ,~~ ~~the Company Act:~~ The Company shall adopt the electronic transmission as well as in writing as method for exercising the voting power~~)~~ ~~p~~rovided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s)at the said shareholders' meeting.

Article No.	The Current Article	The Amended Article	Reasons for Amendment
	~~Therefore, the Company will avoid~~ ~~proposing~~ ~~extemporary motion(s)~~ ~~and the~~ ~~revision of the original motion(s).~~ In case a shareholder attends the shareholders' meeting in person, he/she/it shall, at least two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail. Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act and Articles of Incorporation of the Company, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In the process of resolution, the Chairperson or other person designated by the Chairperson shall announce the total number of voting shares of the attending shareholders for each discussion item. ~~A resolution shall be deemed adopted and~~ ~~shall hae the same effect as if it as oted~~	made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail. Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act and Articles of Incorporation of the Company, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In the process of resolution, the Chairperson or other person designated by the Chairperson shall announce the total number of voting shares of the attending shareholders for each discussion item. After such announcement is made, the shareholders will vote for each discussion item and the Company will enter the result
		of consent, objection, and waiving his/her/its right of the shareholders into the MOPS upon the same day of the convening of the shareholders meeting. If there is amendment to or substitute for a discussion item, the Chairperson shall decide the sequence of voting for such discussion item, the amendment or substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary. The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballot shall be a shareholder. The counting of votes shall be proceeded publicly at the place of shareholders meeting, the result of voting shall be announced at the meeting and placed on record.
	~~v w v~~ ~~by casting ballot if no objection is voiced~~ ~~after solicitation by the Chair~~ ~~person~~ ~~. In~~ ~~case of arising objection, sha~~ ~~ll be adopted~~ ~~by voting method according to the~~ ~~foreoin Pararah Excet the roosals~~
	~~gg gp. p pp~~ ~~included in agenda, other proposals or~~ ~~amendments to original proposals or~~ ~~alternative proposals submitted by~~ ~~shareholder shall have support of other~~ ~~shareholders, th~~ ~~e number of shares of the~~ ~~proposer together with the supporting~~ ~~person shall reach to 1% of total number~~ ~~of issued voting shares.~~ If there is amendment to or substitute for a discussion item, the Chairperson shall decide the sequence of voting for such discussion item, the amendment or substitute. If any one of them has been adopted,the others shall be

Article No.	The Current Article	The Amended Article	Reasons for Amendment
	deemed voted and no further voting is necessary. The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballot shall be a shareholder. The counting of votes shall be proceeded publicly at the place of shareholders meeting, the result of voting shall be announced at the meetingandplaced on record.
Article 14	The reporting items and non-proposals shall not be put to discussion or resolution.~~The~~ ~~Chair~~ ~~person~~ ~~may announce to end the~~ ~~discussion of any resolution and go into~~ ~~voting~~ ~~if the Chair~~ ~~person~~ ~~deems it~~ ~~appropriate.~~	The reporting items and non-proposals shall not be put to discussion or resolution.	The wordings are repeated with Article 10.
Article 16	(Meeting minutes and signing items） (Paragraph 1~3 omitted) ~~The preceding~~ ~~resolution method, the~~ ~~Chair~~ ~~person~~ ~~has asked shareholders for~~ ~~their opinion, in case shareholder has no~~ ~~objection on proposal(s), the meeting~~ ~~minutes shall record “pass a resolution~~ ~~without demur after the Chair~~ ~~person~~ ~~solicits comment from all attending~~ ~~sh~~ ~~areholders” In case a shareholder raises~~	(Meeting minutes and signing items） (Paragraph 1~3 omitted) (Paragraph 4 is deleted)	To delete Paragraph 4 to accompany the adoption of electronic voting for each discussion itmes of the Company.
	~~.~~ ~~objection to proposal(s), the meeting~~ ~~minutes shall record the voting method,~~ ~~the ratio of the number of voting shares~~ ~~for passing a resolution to issued shares~~ ~~.~~
Article 19	(Intermission, Continuance of Meeting) (Paragraph 1~3 omitted) ~~The~~ ~~Chair~~ ~~person~~ ~~m~~ ~~ay conduct the~~ ~~disciplinary officers~~ ~~(~~ ~~or the security~~ ~~guards~~ ~~)~~ ~~to assist in keeping order of the~~ ~~m~~ ~~eeting place. Such disciplinary officers~~ ~~(~~ ~~or the secrit ards~~ ~~)~~ ~~shall ears bades~~	(Intermission, Continuance of Meeting) (Paragraph 1~3 omitted) (Paragraph 4 is deleted)	The wordings are repeated with Article 18.
	~~uy gu~~ ~~w g~~ ~~marked “Disciplinary Officers” for~~ ~~identification purpose.~~
Article 20-1	(New Added)	After the establishment of the audit committee of the Company, the Rules in relation to supervisors will no longer be applicable.	To add this clause according to the establishment of the audit committee.

Attachment 7

Comparative table for Amendments to Rules for Election of Directors and Supervisors

Article No.	The Current Article	The Amended Article	Reasons for Admendment
Article 1	Except as otherwise provided by law and regulation or by this Company's Articles of Incorporation, elections of directors and supervisors shall be conducted in accordance with this Rules.	Except as otherwise provided by law and regulation or by this Company's Articles of Incorporation, elections of directors and supervisors shall be conducted in accordance with this Rules.	To add article number.
Article 2	~~1~~	For election of the directors and supervisors of the Company,unless otherwise provided under the laws and regulations ,each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. The same rules apply to the election of supervisors. For the registration of the voter’s name may be substituted by printing the attendance card number on his/her ballot.	To add article number.
Article 3	~~3.~~ ~~U~~pon the beginning of the election, the chairperons shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.	Upon the beginning of the election, the chairperons shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.	To add article number.
Article 4	~~4.~~ The number of directors and supervisors will be as specified in the Company’s articles of incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes and will be respectively elected as non-independent directors, independent directors, or supervisors.~~If a candidate is elected~~ ~~as director and supervisor at the~~ ~~same time,~~ ~~such candidate shall~~ ~~decide whether to assume the office~~ ~~of director or supervisor. If the~~ ~~elected di~~ ~~rector or serisor is bein~~	The number of directors and supervisors will be as specified in the Company’s articles of incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes and will be respectively elected as non-independent directors, independent directors, or supervisors. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	To add article number and to revise according to the rules and regulations.
	~~upv g~~ ~~checked and erified that the election~~
	~~v~~ ~~is void due to the inconformity of~~ ~~his/her personal information or~~ ~~according to the laws, the vacancy~~ ~~shall be replaced by the candidate~~ ~~with second higher votes~~ ~~.~~ When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. ~~For candidate not comply with the~~ ~~rules under Paragra~~ ~~ph 3 and 4,~~ ~~Article 26~~ ~~of the Securities Exchange ~~

Article No.	The Current Article	The Amended Article	Reasons for Admendment
	~~Act, the election will loss its effect~~ ~~.~~
Article 5	~~4~~ ~~-~~ ~~1.~~ Elections of both directors and supervisors of the Company shall be conducted in accordance with the candidate nomination system and procedures. The board of directors or any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit a roster of director and supervisor candidates according the Company Act and related rules and regulations. The company shall, prior to the share transfer suspension date dedicated before the meeting date of a shareholders' meeting, announce in a public notice, the period for accepting the nomination of director and supervisor candidates, the quota of directors and supervisor to be elected, the place designated for accepting the roster of candidates nominated, and other necessary matters. The candidate qualification of the independent director of the Company shall be handled according to the laws and regulations.	Elections of both directors and supervisors of the Company shall be conducted in accordance with the candidate nomination system and procedures. The board of directors or any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit a roster of director and supervisor candidates according the Company Act and related rules and regulations. The company shall, prior to the share transfer suspension date dedicated before the meeting date of a shareholders' meeting, announce in a public notice, the period for accepting the nomination of director and supervisor candidates, the quota of directors and supervisor to be elected, the place designated for accepting the roster of candidates nominated, and other necessary matters. The candidate qualification of the independent director of the Company shall be handled according to the laws and regulations.	To add article number.
Article 6	~~5.~~ ~~F~~or ballots of the directors, if not together elected with non-independent directors and independent directors, the ballots shall be calculated separately and the candidates shall be elected separately.	For ballots of the directors, if not together elected with non-independent directors and independent directors, the ballots shall be calculated separately and the candidates shall be elected separately.	To add article number.
Article 7	~~6.~~ ~~T~~he board of directors shall prepare and distribute separate ballots according to the attendance card number; one person shall have one vote, the ballots shall be distributed in numbers corresponding to person to be elected. The number of voting rights of each shareholder shall be specified on each ballot.	The board of directors shall prepare and distribute separate ballots according to the attendance card number; one person shall have one vote, the ballots shall be distributed in numbers corresponding to person to be elected. The number of voting rights of each shareholder shall be specified on each ballot.	To add article number.
Article 8	~~7.~~ ~~I~~f a candidate is a shareholder, a voter must enter the candidate's account name in the "candidate" column of the ballot, and may add the note of the shareholder account number of the candidate. If a candidate is a non-shareholder, the voter shall enter the candidate's full name and identity card number in the “candidate” column. However, when the candidate is a governmental organization or juristic- person, the full name of the governmental organization or juristic- person or the name of its representative shall be entered in the column.	If a candidate is a shareholder, a voter must enter the candidate's account name in the "candidate" column of the ballot, and may add the note of the shareholder account number of the candidate. If a candidate is a non-shareholder, the voter shall enter the candidate's full name and identity card number in the “candidate” column. However, when the candidate is a governmental organization or juristic- person, the full name of the governmental organization or juristic- person or the name of its representative shall be entered in the column.	To add article number.

Article No.	The Current Article	The Amended Article	Reasons for Admendment
Article 9	~~8.~~ ~~A~~ballot is invalid under any of the following circumstances: (1) The ballot was not prepared according to the rules under Article~~5~~ ~~.~~ (2) A ballot is not placed in the ballot box. (3) A blank ballot not filled in by the voter. (4) The candidate was filled in for more than two people. (5) The writing is unclear and indecipherable. (6) Other words or marks are entered in addition to the candidate's account name (name) and shareholder account number (or identity card number). (7) The account name (name) of the candidate entered in the ballot is identical to that of another shareholder account name (name), but no shareholder account number (identity card number) is provided in the ballot to identify such individual. (8)The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register; the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identitycard number do not match.	A ballot is invalid under any of the following circumstances: (1) The ballot was not prepared according to the rules under Article7 . (2) A ballot is not placed in the ballot box. (3) A blank ballot not filled in by the voter. (4) The candidate was filled in for more than two people. (5) The writing is unclear and indecipherable. (6) Other words or marks are entered in addition to the candidate's account name (name) and shareholder account number (or identity card number). (7) The account name (name) of the candidate entered in the ballot is identical to that of another shareholder account name (name), but no shareholder account number (identity card number) is provided in the ballot to identify such individual. (8)The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register; the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identitycard number do not match.	To add article number.
Article 10	~~9.~~ The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chairperons on the site.	The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chairperons on the site.	To add article number.
Article 11	~~10.~~ The board of directors shall separately issue notifications to the persons elected as directors or supervisors~~by voting~~ ~~.~~	The board of directors shall separately issue notifications to the persons electedas directors or supervisors	To add article number.
Article 12	~~11.~~ These Rules and any amendments hereto shall be implemented after approval bya shareholders meeting.	These Rules and any amendments hereto shall be implemented after approval bya shareholders meeting.	To add article number.
Article 12-1	(New Added)	After the establishment of the audit committee of the Company, the Election Rules in relation to supervisors will no longer be applicable.	To add this clause according to the establishmentof the audit committee of the Company.
Article 13	~~11.~~ These Rules was made on May 19, 2004. The first amendment was made on June 13, 2007. The second amendment was made on June 29, 2012.	These Rules was made on May 19, 2004. The first amendment was made on June 13, 2007. The second amendment was made on June 29, 2012.The third amendment was made on June 8, 2015.	To add article number and the history of amendment.

Appendix 1 Innolux Corporation

Rules of Shareholders’ Meeting

Article 1 : In order to establish the good governance system for the shareholders’ meeting of the Company, to construct supervision function and intensify management efficiency, to draw up this Rules in accordance with Section 5 of Corporate Governance Best-Practice Principles for Listed and OTC Companies for compliance with.
Article 2 Except as otherwise provided for in laws or Articles of Incorporation, the meeting rules of shareholders meeting of the Company shall be in accordance with these Rules.
Article 3 : (To convene shareholders meeting and meeting notice) A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors. The convention of a general shareholders meeting shall compile meeting agenda which shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, for each registered stock shareholders whose shareholding is less than one thousand shares, a public notice may, as an alternative, be given by means of entering into MOPS; a notice to convene a special shareholders meeting shall be given to each shareholder no later than 15 days, a public notice may, as an alternative, be given by means of inputting into MOPS to each registered share shareholders whose shareholding is less than one thousand shares. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. Matters pertaining to election or discharge of directors and supervisors, alteration of the Articles of Incorporation, and dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act, Article 26-1 & 43-6 of Securities & Exchange Act hereof shall be itemized in the causes or subjects to be described in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions.
Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda.

In case any proposal submitted by shareholders has any of the circumstances provided in Article 172-2, paragraph 4 of the Company Act, the board of directors may exclude the proposal submitted by a shareholder from the list of proposals to be discussed at a regular meeting of shareholders.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting where at his/her proposal is to be discussed and shall take part in the discussion of such proposal.

The Company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposals submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.

Article 4 : (To appoint a proxy to attend a shareholders' meeting and authorization) A shareholder may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than five (5) days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later. After the service of the power of attorney of a proxy to the Company, in case the shareholder intends to attend the shareholders' meeting in person, a proxy rescission notice shall be filed with the Company at least two (2) day prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail. Article 5 : (Principle of convention place and time of shareholders’ meeting) The place for convention of shareholders’ meeting shall be within a county or city where the Company is located, or a place where is convenient for attendance by shareholders and appropriate for convention of shareholders’ meeting. The time for commencement of a meeting may not be earlier than 9:00 AM or after 3:00 PM. Article 6 : (The preparation of an attendance book) Attending shareholders or the proxy appointed by a shareholder shall submit their attendance cards in substitution for signing of attendance. The number of attending shares shall be calculated based on the attendance cards submitted. The Company shall submit to attending shareholders the meeting agenda, annual report, attendance card, comment slip, vote and other meeting materials; if there is an election of directors and supervisors, shall attach separately ballot. The shareholder shall have attendance card, a register of attendance or other attendance certificate to attend shareholders’ meeting; Proxy solicitor of proxy solicitation shall take along identity certificate for checkup. When the government or a juristic person is a shareholder, its proxy shall not be limited to one person. When a juristic person acts as the proxy to attend a shareholders’ meeting, it can only appoint one person to attend the meeting. Article 7 : (Chairperson of Shareholders meeting, person as a guest) Where the shareholders’ meeting is convened by the board of directors, the Chairperson of the board of directors shall serve as Chairperson of the meeting. Where the Chairperson is on leave or is unable to exercise his/her powers for any cause, the vice chairperson shall act on his behalf. In case there is no vice chairperson, or the vice chairperson is also on leave or absent or unable to exercise his power and authority for any cause, the Chairperson of the board of directors shall designate one of the managing directors, or where there is no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairperson of the board of directors.

		Where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the Chairperson of that meeting provided, however, that if there are two or more persons having the convening right, the Chairperson of the meeting shall be elected from among themselves. The Company may appoint its attorney, accountant or other related personnel to attend a shareholders’ meeting.
Article 8	:	(Sound or video recording of Shareholders’ meeting procedure) The Company shall make full sound or video recording of the procedure of the shareholders meeting, which shall be preserved for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the Company shall keep minutes of the shareholders' meeting involved until the legal proceedings of the foregoing lawsuit have been concluded.
Article 9	:	(The calculation of attending shares of shareholders meeting, and the calling for meeting) Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on the attendance register or the attendance cards submitted, and the shares exercised in writing or by way of electronic transmission. The Chairperson shall immediately announce the opening of the meeting when the starting time for the meeting arrives. However, where fewer than the number of the shareholders representing more than half of issued shares of the Company are in attendance, the Chairperson may announce that the meeting is postponed, and such postponed may not exceed two (2) times, total time for postponement may not exceed one (1) hour. Where the quorum is still not met after two (2) postponements, but shareholders representing more than one-third of issued shares of the Company attend the meeting, tentative resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month In the event that the number of shareholders representing more than half of issued shares attends before the end of the said meeting, the Chairperson may submit the tentative resolution made for re-voting by the meeting in accordance with Article 174 of the CompanyAct.
Article 10	:	(Discussion of proposals) Where the shareholders meeting is convened by the board of directors, the agenda shall be set by the board of directors. A meeting shall be proceeded in accordance with the determined agenda, which may not be altered except by a resolution of the shareholders meeting. The preceding paragraph applies on a mutatis mutandis basis where a shareholders meeting is convened by a person other than the board of directors who has right to convene a meeting. Unless otherwise resolved at the Meeting, the Chairperson cannot announce the adjournment of the meeting before all discussion items (including extempore motions) listed in the agenda are resolved; if the chairperson declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, other members of the board of directors shall immediately assist the attending shareholders in accordance with statutory procedures to designate, by a majority of the voting rights represented by the shareholders attending the said meeting, one person as chairperson to continue the proceedings of the meeting. The shareholders cannot designate another person to server as chairperson and continue the meeting in the same or other place after the meeting is adjourned. The Chairperson shall give full explanations and discussions on proposals and amendments or extempore motions submitted byshareholders,and the Chairperson may

		announce to end the discussion of any resolution and going into voting if the Chairperson deems it appropriate.
Article 11	:	(To make a speech by shareholder) When a shareholder present at the meeting wishes to speak, a Speech Note shall be filled out with summary of speech, the shareholder’s number (or the number of attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the Chairperson. If any shareholder presents at the meeting submits a Speech Note but does not speak, no speech shall be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with contents of a Speech Note, the contents of actual speech shall prevail. Unless otherwise permitted by the Chairperson, each shareholder shall not speak more than two times for each discussion item, each time not exceeding five (5) minutes. In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the Chairperson may stop the speech of such shareholder. Unless otherwise permitted by the Chairperson and the shareholder in speaking, no shareholder shall interrupt the speeches of other shareholders; otherwise, the Chairperson may stop such interruption. If a corporate shareholder designates two or more representatives to attend the meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the Chairperson may respond himself/herself or appoint appropriateperson to respond.
Article 12	:	(Calculation of voting shares, avoidance) Voting of shareholders meeting shall be calculated on basis of shares. Resolution of shareholders meeting, the shares held by shareholders having no voting right shall not be counted in the total number of issued shares. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder. Shares for which voting right cannot be exercised as provided in the foregoing Paragraph shall not be counted in the number of votes of shareholders present at the meeting. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company,otherwise,theportion of excessive voting power shall not be counted.
Article 13	:	(Voting of proposals, Voting monitoring and Voting Counting) Each shareholder shall have one voting power in respect of each share in his/her/its possession; but the shares shall have no voting power under limitation or provided for in Article 179, Paragraph 2 of the Company Act. When the Company convenes the shareholders’ meeting, the voting power at a shareholders' meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission (Company being required to adopt the electronic transmission as method for exercising the voting power according to Paragraph 1, Article 177-1 of the Company Act: The Company shall adopt the electronic transmission as well as in writing as method for exercising the voting power). A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of anyextemporarymotion(s)and/or the amendment(s)to the contents of the

		original proposal(s) at the said shareholders' meeting. Under the foregoing Paragraph, in case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his/her/its declaration of intention shall be served to the company no later than two (2) days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the company, the first declaration of such intention received shall prevail; unless an explicit statement to revoke the previous declaration is made in the declaration which comes later. In case a shareholder attends the shareholders' meeting in person, he/she/it shall, at least two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail. Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act and Articles of Incorporation of the Company, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In the process of resolution, the Chairperson or other person designated by the Chairperson shall announce the total number of voting shares of the attending shareholders for each discussion item. A resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballot if no objection is voiced after solicitation by the Chairperson. In case of arising objection, shall be adopted by voting method according to the foregoing Paragraph. Except the proposals included in agenda, other proposals or amendments to original proposals or alternative proposals submitted by shareholder shall have support of other shareholders, the number of shares of the proposer together with the supporting person shall reach to 1% of total number of issued voting shares. If there is amendment to or substitute for a discussion item, the Chairperson shall decide the sequence of voting for such discussion item, the amendment or substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary. The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballot shall be a shareholder. The counting of votes shall be proceeded publicly at the place of shareholders meeting, the result of votingshall be announced at the meetingandplaced on record.
Article 14	:	The reporting items and non-proposals shall not be put to discussion or resolution. The Chairperson may announce to end the discussion of any resolution and go into voting if the Chairperson deems it appropriate.
Article 15	:	(Election Items) The election of directors and supervisors at the shareholders meeting shall be in accordance with the related rules governing the election made by the Company, and shall announce the election results on the spot. The ballots for the preceding election items shall be sealed and signed by monitoring staff, and shall be kept properly for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the CompanyAct,the companyshall keepthe minutes of the shareholders’ meeting

		involved until the legalproceedings of the foregoinglawsuit have been concluded.
Article 16	:	(Meeting minutes and signing items) Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be effected by means of electronic transmission. With regard to the Company offering its shares to the public, the distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of a public notice through entering into MOPS. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company. The preceding resolution method, the Chairperson has asked shareholders for their opinion, in case shareholder has no objection on proposal(s), the meeting minutes shall record “pass a resolution without demur after the Chairperson solicits comment from all attending shareholders”. In case a shareholder raises objection to proposal(s), the meeting minutes shall record the voting method, the ratio of the number of voting shares for passinga resolution to issued shares
Article 17	:	(To make external announcement) The number of shares solicited by Proxy Solicitor and the number of shares entitled to Proxy Agent; the Company shall, on the date of shareholders meeting, compile a statistical statement according to the statutory form, and shall make an express disclosure of the same at the site of the shareholders meeting. If a resolution adopted by shareholders meeting is Material Information provided for in laws & regulations, Taiwan Stock Exchange Corporation, the Company shall within statutorytime-limit to inputtingthe information into MOPS.
Article 18	:	(To keep order in the Meeting Place) Administrative staff in charge of organizing the shareholders meeting shall wear identification badges. The Chairperson may conduct the disciplinary officers or the security guards to assist in keeping order of the meeting place. Such disciplinary officers or the security guards shall wear “Disciplinary Officers” badges or identification cards. If the meeting place is equipped with amplifier, the Chairperson may restrain shareholder from speaking when he/she make speech by means of other equipment, which is not equipped by the Company. When a shareholder violates these Rules and disobeys the Chairperson’s correction, interferes with the proceeding of the meeting and disobeys after being prohibited, the Chairperson may direct disciplinary officers or the security guards to take the person away from the meeting place.
Article 19	:	(Intermission, Continuance of Meeting) During the meeting, the Chairperson may, at his/her discretion, set time for intermission. In case of incident of force majeure, the Chairperson may decide to temporarily suspend the meeting and announce, depending on the situation, when the meeting will resume. Before all discussion items (including extempore motions) listed in the agenda are resolved, if the meeting place cannot be continually used, the shareholders meeting may seek for other place to continue the meeting. In accordance with Article 182 of the Company Act, the shareholders meeting may resolve to postpone the meeting for not more than, or to reconvene the meeting within, five days. The Chairperson mayconduct the disciplinaryofficers or the security guards to assist in

		keeping order of the meeting place. Such disciplinary officers or the security guards shall wears badges marked “DisciplinaryOfficers” for identificationpurpose.
Article 20	:	All matters not fully provided for in these Rules shall be in accordance with the provisions of the CompanyAct and other related laws and regulations.
Article 21	:	The Rules shall be enforced by resolution of shareholders’ meeting; the same shall apply to anyamendment hereto.

Appendix 2 Articles of Incorporation of Innolux Corporation

Chapter I—General Provisions

Article 1 : The Company is organized under the provisions of company limited by shares in accordance with the Company Act and is named "群創光電股份有限公司". The English name of the Company is Innolux Corporation.
Article 2 : The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (2) F401010 International Trade
(3) CC01010Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
(4) CC01090 Batteries Manufacturing
(5) IG03010 Energy Technical Services
(6) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
(7) I501010 Product Designing
(8) F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 【1.Wireless launch manager. 2. Wireless Transmitter-Receive. 3. Wireless Receiver. 4. Industrial, scientific and medical irradiation machines. 5 other machines can be used for the manufacture of wireless radiant energy.】
(9) CF01011 Medical Materials and Equipment Manufacturing
(10) C901020 Glass and glass made products manufacturing
(11) C801100 Synthetic Resin & Plastic Manufacturing
(12) C805070 Strengthened Plastic Products Manufacturing
(13) C801990 Other Chemical Materials Manufacturing
(14) ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations.
(No 9 to 13 are limited to done within the Science Park)
【To research, develop, design, manufacture and sell the products as follows:
TFT-LCD panel
LCD module
LTPS TFT-LCD panel and module
OLED panel and module
Touch panel and its parts
LED backlight source
Thin Film Solar Cells, module and system
Wafers, cells and module of Silicon Wafers Solar Cells
Liquid Crystal Display and its system
Mobile Display Module
Color Filter
Low temperature poly-silicon -Si Thin Film Transistors: LTPS TFT LCD
Amorphous silicon: a-Si TFT LCD and system
The import and export trade business in relation to the above-mentioned products.

Article 3 : The headquarter of the Company is located in Shinchu Science-based Industrial Park and

the Company may establish branch offices within or outside the territory of the Republic of China pursuant to resolution of board of directors’ meeting and the approval of the competent authority, if necessary.

Chapter II—Shares

Article 4 : The registered capital of the Company shall be one hundred and twenty billion (NT$120,000,000,000), divided into twelve billion (12,000,000,000) shares (of which five billion to be reserved for the use of employees’ share subscription warrants), and may issue special shares, with a par value of ten New Taiwan Dollars, to authorize Board of Directors at their discretion to issue separately ordinary shares or special shares.
Article4: The rights, obligations and other main issue conditions regarding the issued registered 1 Class A convertible special/preferred shares are as follows:
The dividend rate is 3.8% per annum which shall be calculated based on the actual issue price and will be distributed in cash once a year, and after the ratification of financial statements by annual shareholders’ meeting, the board of directors will set a record date for the distribution of dividend to be entitled in last year. Dividend entitled in issuance year and buyback year shall be calculated and distributed based on the number of actual issue days.
In the year that the Company has earned surplus after it makes payment of taxes, makes up losses, and set aside legal profit reserve and special reserve, the Class A shareholders of Class A convertible special shares shall have preferential right to distribution of special/preferred shares’ dividends for the remaining sum. In addition to the special/preferred shares’ dividends above, the shareholders of special/preferred shares shall not participate in the allocation of other surplus of the Company.
In the years that the Company has no surplus earnings or the surplus earnings is not sufficient for distribution of all dividends to Class A special shares, undistributed and insufficient dividends of such year shall be made up preferentially based on compound interest in the following year in which the Company has surplus earnings, together with the dividends of that year. But upon the expiration of issuance period, the accumulated outstanding dividends of special/preferred shares shall be made up at a time on the expiration of issuance period.
The issuance period of special/preferred shares is three years, at maturity these special/preferred shares will be redeemed in cash at a time based on issue price plus accumulated outstanding dividends. In case when the expiration date comes the Company is unable to redeem all or partial of special/preferred shares due to objective causes or force majeure, the rights attached to unredeemed special/preferred shares shall be still in accordance with issue conditions of this Issuance Rules until the Company completes all redemption, and the dividends will be calculated upon the original dividend rate during the actual extended period.
The shareholders of special/preferred shares may convert their special/preferred shares into ordinary shares with the same number of shares in accordance with “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” determined by the oard of directors at the time of issue. In that current year that special/preferred shares converted, such shareholder shall not be entitled to participate in the allocation of special/preferred shares’ dividends.
This special/preferred shares’ right to allocation of residual assets shall rank before that of ordinary shares, to the extent that dissolution preference shall not

exceed the total issuance amount.

The shareholders of special/preferred shares are not entitled to vote or to elect directors, supervisors in a general meeting of shareholders; but such shareholders can be elected as director or supervisor.
When the Company capitalizes its capital reserve derived from cash capital increase of ordinary shares at a premium, the shareholders of special/preferred shares shall not participate in the allocation of such capitalization of capital reserve. But when the Company capitalizes it capital reserve derived from special/preferred shares issued at premium, the shareholders of special/preferred shares may allocate jointly with shareholders of ordinary shares in proportion to their respective shareholding
The board of directors is authorized to determine “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” at the time of actual issuance for governing other related matters.
Article 4- : If the Company proposes to issue employee stock option at a price less than market price, 2 such issuance shall be in accordance with “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and shall be adopted by a resolution of shareholders’ meeting.
Article 4- : If the Company proposes to transfer the buyback shares to its employees at a price less 3 than average price of actual buyback price, such transfer shall be in accordance with related regulations and shall be adopted by a resolution of its latest shareholders’ meeting.
Article 5 : The total amount of investment of the Company shall not be subject to the restrictions of 40% of the amount of its own paid-in capital under Article 13 of the Company Act.
Article 6 : The shares of the Company shall be in registered form, serially numbered, shall be affixed with the signatures or personal seals of three or more directors, and shall be duly certified or authenticated by the competent authority or a certifying institution appointed by the competent authority before issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/institution to make recordation of the issue of such shares.
Article 7 : The shareholder services of the Company shall be coped with in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” proclaimed by the competent authority.

Chapter III: Shareholders’ Meeting

Article 8 : Shareholders' meeting of the Company shall be of the following two kinds: 1. Regular meeting of shareholders: shall be convened within six months after close of each fiscal year
Special meeting of shareholders: to be held when necessary.
Article 9 : The Chairperson of the Company shall act as the chairperson of the shareholders’ meeting. In case the chairperson of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, he/she shall designate one of the directors to act on his/her behalf. In the absence of such a designation by the Chairperson, the directors shall elect from among themselves an acting chairperson of the board of directors.
Article 10 : In case a shareholder is unable to attend shareholders’ meeting for any cause, a shareholder may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy. Unless as prescribed in the Company Act, the rules for the shareholder to appoint a proxy to attend the shareholders' meeting shall be in accordance with “Regulations Governing

the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”

Article 11 ; Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Chapter IV: Directors, Supervisors and Managerial Personnel

Article 12 : The Company shall have five to seven directors and two to three supervisors for a term of three years. The candidates nomination system is adopted by the Company, the directors and supervisor shall be elected by shareholders’ meeting from the roster of candidates, and he/she may be eligible for re-election. The number of directors and supervisors shall be decided by the board of directors.
In the process of electing directors or supervisors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors or supervisor to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director/supervisor elect.
Article : In accordance with Article 14-2 & 183 of Securities and Exchange Act, among of the 12-1 number of directors above, at least two of which shall be independent directors, and not less than one-fifth of the total number of directors. In case a candidates nomination system is adopted, the shareholders’ meeting shall elect the directors from among the nominees listed in the roster of director candidates
Article 13 : The board of directors is organized by directors, having their duties and powers as follows:
To compile operating plans
To submit the surplus earning distribution or loss off-setting proposals
To submit capital increase or decrease proposal
To compile the important by-laws and organization rules of the Company
The appointment or discharge of general manager and managerial personnel.
To approve the execution of the important contracts
To check and ratify the purchase and disposal of the important assets of the Company
To establish or dissolve branches
To compile the budget and final accounting
Other authorities under the Company Act or resolutions of shareholders’ meeting. The Company may purchase liability insurance for its directors so as to decrease the risks of accusation against them by shareholders or other related parties arising out of the performance of their duty in conformity with laws and regulations. The paragraph set forth herein shall apply to the supervisors of the Company.
Article : The remuneration of directors and supervisors shall be determined by the board of 13-1 directors according to their participation level and contribution value, and shall compare standard of the same industry. However, in no event shall the total payment per month exceed NT$ 500,000.
Article : In calling a meeting of the board of directors, a notice shall be given to each director and 13-2 supervisor no later than 7 days prior to the scheduled meeting date in writing, by way of e-mail or facsimile. In the case of emergency, the meeting may be convened at any time.
Article 14 : The board of directors shall elect a chairperson from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairperson represents the Company externally.
Article : The board of directors may institute a position of vice-chairperson who shall be elected

14-1 from among the directors by a majority vote at a meeting attended by over two-thirds of the directors.
Article 15 : A meeting of board of directors shall, unless otherwise provided for in the Company Act, be convened by the chairperson of the board of directors. Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Article 16 : The chairperson shall preside the meeting of the board of directors; in case the chairperson of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the chairperson of the board of directors shall designate one of the directors to act on his/her behalf. In the absence of such a designation by the chairperson, the directors shall elect from among themselves an acting chairperson of the board of directors. Each director shall attend the meeting of the board of directors in person, in case a director is unable to attend the meeting of the board of directors for any cause, he/she may appoints another director to attend a meeting of the board of directors in his/her behalf. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only. A meeting of the board of directors can be held via visual communication network, and then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 17 : The duties and powers of supervisors as below: 1. To investigate business and financial situations of the Company
To audit accounts, books and documents of the Company
To supervise the performance of business of the Company
To audit and review the budget and final accounts
To audit the surplus earning distribution or loss off-setting proposals
Other duties and powers entitled under the Company Act.
Article 18 : The Company may have managerial personnel, the appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the provisions of the Company Act.

Chapter V: Accounting

Article 19 : The fiscal year of the Company shall be from January 1 to December 31 every year. At the close of each fiscal year, the Company shall deal with final accounts.
Article 20 : In accordance with Article 228 of the Company Act, at the close of each fiscal year, the board of directors of the Company shall prepare the following statements and records and shall forward the same to supervisors for their audit not later than the 30th day prior to the meeting date of a general meeting of shareholders, and then the supervisors shall submit reports which shall be forwarded to general meeting of shareholders for ratification:
The operating report
The financial statements; and
The surplus earning distribution or loss off-setting proposals
Article 21 : The annual net profits of final accounts of the Company shall be allocated according to the following orders:
To make up for the loss.
To appropriate 10% of profit as legal reserve.
To make an appropriation of another sum as special reserve or make an reversal of special reserve in accordance with laws and regulations
Dividend for special/preferred shares
Employees’ bonus shall not less than 5%, the scope of employees shall be entitled to dividend & bonus may include the qualified employees of affiliated companies, the

board of directors is authorized to determine the related rules.

In accordance with the dividend policy under this Article, paragraph 2, the board of directors will draw up proposal of surplus earnings allocation of which the remuneration of directors and supervisors shall have 0.1%; the rest is shareholders’ dividend.

The Company is an emerging company of growing rapidly, capital intensive business, and is at the stage of stable growth, in order to match up the long-term financial plan of the Company in the future, investment environment and business competition situation, the allocation of dividends shall consider the future capital expenditure budget and capital requirement of the Company, and allocation proposal shall be prepared by the board of director, and then shall be allocated after a resolution adopted by shareholders’ meeting. However, for the allocation of shareholders’ dividends, the stock dividends shall not exceed two-thirds of distributable dividends in that current year.

Article 22 : The allocation of shareholders’ dividends shall be given to shareholders whose name are registered in shareholders’ roster within 5 days prior to the record date fixed for distribution of dividends and bonus.

Chapter VI: Supplementary Provisions

Article 23 : Under the business requirement, the Company may handle external guaranty affairs in accordance with Procedures for Endorsements and Guarantees of the Company.
Article 24 : The organization rules of the Company and procedure guidelines of business operation shall be made separately.
Article 25 : In regard to all matters not provided for in this Articles of Incorporation, the Company Act shall govern.
Article 26 : This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003, the second amendment was made on May 19, 2004, the third amendment was made on December 10, 2004, the fourth amendment was made on June 28, 2005, the fifth amendment was made June 16, 2006. The sixth amendment was made on June 13, 2007. The seventh amendment was made on June 13, 2008. The eighth amendment was made on June 19, 2009. The ninth amendment was made on January 6, 2010. The tenth amendment was made on June 29, 2010. The eleventh amendment was made on June 28, 2011. The twelfth amendment was made on June 29, 2012. The thirteenth amendment was made on November 14, 2012. The fourteenth amendment was made on June 19, 2014.

Appendix 3 Innolux Corporation Shareholding Table of All Directors and Supervisors

Details of the minimum shareholding requirements of all directors and supervisors:

The minimum shareholding requirements of all directors and supervisors, and shareholdings recorded on shareholders register by April 10, 2015.

Unit: per share

Title	Requisite Number of Shares Held	Number of Shares Recorded in Shareholders Register	Shareholding Ratio
Director	159,267,583	204,595,441	2.06
Supervisor	15,926,758	27,535,972	0.28

Shareholding of All Directors and Supervisors

April 10, 2015 Unit: Per share

Title	Name	Number of Shares Recorded in Shareholders Register	Shareholding Ratio
Chairman	Hsing-Chien Tuan	17,611,561	0.18％
Director	Hung Yang Venture Capital Ltd. Co., Representative: ChuangHongJen	176,311,219	1.77％
Director	Jia Lian Investment Ltd. Co., Representative: Wang, Jyh Chau	10,672,661	0.11％
Independent Director	Chi Chia Hsieh	－	－
Independent Director	Stanley Yuk Lun Yim	－	－
Supervisor	Lin, Ren-Guang	－	－
Supervisor	Chen, Yi-Fang	－	－
Supervisor	I-Chen Investment Ltd. Representative:Te-Tsai Huang	27,535,972	0.28％

Appendix 4

Impact of instant gratuitous allocation of shares on Company’s operating performance, earning per share, and shareholders return on investment; information relating to employees bonus and remuneration to directors and supervisors:

Impact of instant gratuitous allocation of shares discussed by the shareholders’ meeting on the operating performance and earnings per share of the Company: The Company will not allocate gratuitous shares in the current year. Therefore this section does not apply.
Information relating to employees bonus and remuneration to directors and supervisors: The remuneration to directors and supervisors and employees bonus to be distributed proposed by the board of directors of the Company dated April 28, 2015 is set forth below. After the above proposal has been resolved by the June 8, 2015 shareholders meeting, it shall be handled according to the related regulations.
(1). The remuneration to directors and supervisors is at the amount of NT$6,954,142.
(2). The employees bonus is at the amount of NT$1,436,186,891.
(3). The total amount of the above renumuneration of the directors and supervisors and the employee bonus has a difference of NT$ 6,954,142 between the estimated listed expenses of the year of 2014. Such difference will be handled by changes in accounting estimate and will be listed as the expense of the year of 2015 after the proposal is passed by the shareholders meeting.

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INX — AGM Information 2015

52330_rns_2015-06-17_b9a70542-4956-449e-82e9-d58f5e6a87ed.pdf

InnoLux Corporation

Handbook for 2015 General Shareholders' Meeting

INDEX

INNOLUX CORPORATION Procedures of 2015 Annual General Shareholders Meeting

INNOLUX CORPORATION

Procedures of 2015 Annual General Shareholders Meeting

Reporting Items

Adopting Items

(Proposed by the Board of Directors)

(Proposed by the Board of Directors)

Discussion Items

(Proposed by the Board of Directors)

(Proposed by the Board of Directors)

(Proposed by the Board of Directors)

(Proposed by the Board of Directors)

Extemporary Motions

Attachment 1

INNOLUX CORPORATION

2014 Operating Report

1. Business Performance in 2013:

2. Summary of 2015 business plan

(1) Quality refinement and technique promotion

Attachment 2

INNOLUX CORPORATION

Supervisors’ Audit Report

To

INNOLUX CORPORATION

Supervisors’ Audit Report

To

INNOLUX CORPORATION

Supervisors’ Audit Report

To

Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Innolux Corporation:

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

REPORT OF INDEPENDENT ACCOUNTANTS

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

INNOLUX CORPORATION 2014 Profit Distribution Table

Attachment 5

Attachment 6

Attachment 7

Comparative table for Amendments to Rules for Election of Directors and Supervisors

Appendix 1

Innolux Corporation

Rules of Shareholders’ Meeting

Appendix 2

Articles of Incorporation of Innolux Corporation

Chapter I—General Provisions

Chapter II—Shares

Chapter III: Shareholders’ Meeting

Chapter IV: Directors, Supervisors and Managerial Personnel

Chapter V: Accounting

Chapter VI: Supplementary Provisions

Appendix 3

Innolux Corporation Shareholding Table of All Directors and Supervisors

Appendix 4

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INX AGM Information 2015