Stock Symbol: 3481

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InnoLux Corporation

Handbook for 2016 General Shareholders' Meeting

June 24, 2016

INDEX

	INDEX
I.	MeetingProcedures………………………………………………………………..	1
II.	MeetingAgenda……………………………………………………………………	2
	1. Discussion Items………………………………………………………………...	4
	2. ReportingItems……………………………………………………………….....	5
	3. AdoptingItems…………………………………………………………………..	6
	4. Discussion and Election Items…………………………………………………..	8
	5. ExtemporaryMotions…………………………………………………………...	22
III.	Attachments
	1. Comparative table for Amendment to Articles of Incorporations of the Company………………………………………………………………………...	23
	2. 2015 OperatingReport…..………………………………………………………	29
	2. Supervisor’s Audit Report………………………………………………………	31
	4. CPA Auditor’s Report and Financial Statements….…………………………….	34
	5. 2015 Profit Distribution Table…………………………………………………..	49
	6. Regulations related to Issuance and Conversion of Private Placement of Foreign or Domestic Corporate Bonds（Prescribed Temporarily）…………...	50
	7. Comparative table for Amendment to Rules of Shareholders’ Meeting of the Company…………….........................................................................................	52
	8. Comparative table for Amendment to Election Rules of Directors and Supervisors of the Company………………………............................................	56
	9. Comparative table for Amendment to the Operating Procedure Governing the Acquisition and Disposal of Assets of the Company……………………………	60
	10. Comparative table for Amendment to Procedures for Engaging in Derivatives Tradingof the Company………………………………………………………...	70

	11. Comparative table for Amendment to the Operating Procedure Governing Loaningof Funds of the Company……………………………………………...	76
	12. Comparative table for Amendment to the Operating Procedure Governing Endorsement and Guarantee of the Company…………………………………..	79
	13. Name list of directors candidate……………………………………………….	84
	14. Name list of directors for dismissal of non-competition obligation…………...	86
IV.	Appendices…………………………………………………………………………
	1. Rules for Shareholders’ Meeting……………………………………………......	87
	2. Articles of Incorporation of the Company………………………………………	93
	3. Election Rules of Directors and Supervisors of the Company………………….	99
	4. Shareholdingtable of all Directors and Supervisors……………………………	101
	5. Impact of instant gratuitous allocation of shares on Company’s operating performance and earning per share……………………………………………...	102

INNOLUX CORPORATION Procedures of 2016 Annual General Shareholders Meeting

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

INNOLUX CORPORATION Procedures of 2016 Annual General Shareholders Meeting

Time & Date：9:00 a.m. on June 24, 2016

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
Discussion Items:

Amendment to Articles of Incorporations of the Company.

Reporting Items:
(1) Operating report of the year of 2015.
(2) Supervisor’s audit report.
(3) Report in relation to the compensation distributed to the employees, directors, and supervisors of year 2015.
(4) Report in relation to the execution situation of short-form merger between the Company and Chi Mei EL Corporation.
Adopting Items
(1) Adoption of the Operating Report and Financial Statements for the year of 2015.

(2) Adoption of the Proposal for Distribution of 2015 Profits.

Discussion and Election 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) Proposal to handle capital increase in cash to conduct private placement of ordinary shares/preferred shares or private placement of foreign or domestic convertible corporate bonds.
(3) Amendment to Rules of Shareholders’ Meeting of the Company.
(4) Amendment to Election Rules of Directors and Supervisors of the

Company.

(5) Amendment to the Operating Procedure Governing the Acquisition and Disposal of Assets of the Company.
(6) Amendment to Procedures for Engaging in Derivatives Trading of the Company.
(7) Amendment to the Operating Procedure Governing Loaning of Funds of the Company.
(8) Amendment to the Operating Procedure Governing Endorsement and Guarantee of the Company.
(9) Election of all the directors of the Company.
(10)Dismissal of the prohibition of non-competition obligation of the new directors and its representatives.
Extemporary Motions
Adjournment

Discussion Items

(Proposed by the Board of Directors)

Proposal 1 : Amendment to the Articles of Incorporations of the Company. Review and discussion is respectfully requested.
Explanation : 1. To accompany the order no. 10400058161 of Hua Zong Yi Yi Zi dated May 20, 2015 and to add the clause of Article 235-1 of the Company Act and to revise the employee compensation, directors and supervisors’ compensation, and profit distribution according to Article 235 and Article 240, it is proposed to add Article 21 and to amend Article 21-1.
In order to accompany the establishment of the audit committee and in reference to the operation plan of the Company, it is proposed to amend part of the clauses of Articles of Incorporations of the Company.
The clauses set forth under Article 21 and Article 21-1 of the “Articles of Incorporations” in relation to the distribution of employee compensation and directors and supervisors’ compensation has already been reviewed, discussed, and resolved by the Remuneration Committee dated January 21, 2016.
The revised comparative table are attached hereto as Attachment 1 （Page 23～28）.

Resolution :

Reporting Items

Operating Report of the year of 2015. Review is respectfully requested.
Explanation: 2015 Operating Report is attached hereto as Attachment 2 (page 29~30)
Supervisor’s audit report. Review is respectfully requested.
Explanation: Supervisor’s Audit Report is attached hereto as Attachment 3 (page 31~33)
Report in relation to the compensation distributed to the employees, directors, and supervisors of year 2015.

Explanation:

(1) The meeting of board of directors of the Company dated May 12, 2016 has resolved to distribute compensation at the amount of NTD 734,523,681 to employees and NTD 4,489,924 to directors and supervisors in cash.
(2) The appropriated amount of employees, directors, and supervisors’ compensation has been resolved by the Remuneration Committee dated January 21, 2016.
Report in relation to the execution situation of short-form merger between the Company and Chi Mei EL Corporation.
Explanation:
(1) To integrate group resources, our company accomplished a short-form merger with our subsidiary (97.19% shares), Chi Mei EL Corporation (hereinafter referred to as “Chi Mei EL”), according to Article 19 of Business Mergers and Acquisitions Act and other relevant regulations. The board of directors of both companies had resolved on July 30, 2015 that the merge price should be NT$0.11 per share. After the merger, our company shall be the surviving company and Chi Mei EL is the dissolved company.
(2) The reference date of the merger was September 1st 2015. The legal merger procedure had been accomplished.
(3) The change registration had been approved and registered by Chu Shang Ji No. 1040029365 with Hsin Chu Science Park on October 6, 2015.

Adopting Items

(Proposed by the Board of Directors)

Proposal 1 : 2015 Operating Report and the Financial Statement of the Company. Adoption is respectfully requested.
Explanation : 1. 2015 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 2&4 (page 29~30 and 34~48).
Resolution :

(Proposed by the Board of Directors)

Proposal 2 : Distribution of 2015 Profits. Adoption is respectfully requested.
Explanation : 1. 2015 net profit after tax of the Company is NT$ 10,815,594,692. After setting aside the legal reserve pursuant to the Articles of Incorporation, the proposed profit for distribution is at the amount of NT$1,989,809,915. The profit distribution table is attached hereto as Attachment 5 (page 49).
Proposed cash dividend distributed to shareholders is NT$ 1,989,809,915 (NT$0.2 per share). The above shareholders’ bonus will be distributed in priority from the profit of year 2015. Such cash dividend shall be calculated according to the distribution proportion under NT$ 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 and Election Items

(Proposed by the Board of Directors)

Proposal 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, to purchase material overseas, 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 or by way of next proposal of capital increase by cash through private placement of ordinary shares/preferred shares or private placement of foreign or domestic convertible corporate bonds (the number of shares shall be calculated from beginning conversion price). 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:
The offering price: The offering price of domestic capital increase by cash through public fund raising will be decided according to the “Autonomy Rules Governing Underwriter Members for Guidance of Offering and Issuance of Securities by Issuing Company” of Taiwan Securities Association, and shall authorize the Chairman to decide with the underwriter together according to the market condition at the time of issuance. The offering price shall be submitted to the authority for records before issuance. The offering price shall be set by no less than the closing price of the Company’s ordinary shares on Taiwan Stock Exchange Corporation 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 and cash dividends. However, due to stock price fluctuation and security market change causing the actual price of each share lower than the face value, in order to raise fund smoothly and to improve long-term steady growth of the Company, it is necessary to decide such price. If the price of each share is lower than the face value, it is anticipated to cause the reduction of the capital reserve of the book or retain earning of the Company and will be made up according to actual operation situation in the future. Also, the offering price will be set according to the rules of the authority, after the effect of capital increase appears, the financial structure of the Company will be improved effectively and will benefit the Company’s long-term development, and there shall be no unfavorable impact to the shareholders’

interest.
Subscription ratio of employees and original shareholders: 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 cause 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 9.55% 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 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 objective 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 2: Proposals to conduct private placement of ordinary share/preferred share capital increase by cash or private placement of foreign or domestic convertible corporate bonds. 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, to purchase material overseas, 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 or by way of next proposal of capital increase by cash through private placement of ordinary shares/preferred shares or private placement of foreign or domestic convertible corporate bonds (the number of shares shall be calculated from beginning conversion price). 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:
The ground and reasonableness for setting the private placement price
- (1) The price per share fixed for privately placed ordinary shares issued this time shall not be lower than 80 percent of the reference price. The issuance price fixed for privately placed preferred shares, foreign or domestic convertible corporate bonds may not be lower than 80 percent of the theoretical price.
- (2) The reference price of this private placement of ordinary share or private placement of foreign or domestic convertible corporate bonds used in calculation and actual convert price shall be the simple average closing price of the common shares of the Company for either the 1, 3, or 5 business days before the price determination date or the simple average closing price of the common shares of the Company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction, whichever is higher. The price set for this private placement of convertible corporate price shall not lower than 80% of the reference price. The actual price is proposed that the shareholders’ meeting to authorize the board of director to prescribe according to relevant laws and regulations.
- (3) Within the scope of actual price determination date and actual private placement price not lower than percentage resolved by the shareholders’ meeting, the board of directors shall be authorized to decide according to the above price decision principle and depend on the situation of subscription by specific person or persons through negotiation and market situation.
- (4) The private placement pricing method is based on the rules prescribed under “Directions for Public Companies Conducting Private Placements of Securities”, and under the consideration of company’s future development and strict limitation on transfer timing, object, amount, cannot be public listed within 3 years, poor

liquidity, and other reasons, the pricing of this private placement is reasonable and shall not cause major effect to shareholders’ right. However, due to stock price fluctuation and security market change causing the actual price of each share lower than the face value, in order to raise fund smoothly and to improve long-term steady growth of the Company, it is necessary to decide such price. If the price of each share is lower than the face value, it is anticipated to cause the reduction of the capital reserve of the book or retain earning of the Company and will be made up according to actual operation situation in the future. Also, the offering price will be set according to the rules of the authority, after the effect of capital increase appears, the financial structure of the Company will be improved effectively and will benefit the Company’s long-term development, and there shall be no unfavorable impact to the shareholders’ interest.

Methods for selecting specific person for private placement
(1) The private placement shall be conducted according to related rules set forth under Article 43-6 of the Securities and Exchange Act and shall be limited only to strategic investors.
(2) The placee will be strategic investors
- A.Method and purpose of choosing placee: For the needs of long term operation and business development of the Company, we will choose strategic investor who is able to assist our company in expanding business and product market, strengthening customer relationship, or promoting product development integration efficiency, or promoting our technology.
- B.Necessity: Strategic investors may promote our company’s long term competitiveness and operation effectiveness, therefore, the necessity exists.
- C.Expected effectiveness: Through strategic investors’ experience, product technology, knowledge, brand reputation, marketing channel and other advantages, via strategic cooperation, product co-development, market integration, or business development cooperation and other methods, it is estimated to assist our company in reducing cost, enhancing products skills, enlarging sales market, and to promote our company’s future operation and benefit.
(3) Currently, we have not contact and negotiate with any specific place.
Reasons necessary to conduct private placement:
(1) Reasons for not to adopt public fund raising: Considering the condition of capital market, issuing cost, timeliness and feasibility of fund raising through private placement, private placed securities shall not be transferred within 3 years, and other factors, it may ensure and strengthen a tighter long term cooperation relationship between strategic partners, therefore, it is necessary to adopt private placement for the capital increase this time.
(2) Use of funds and estimated purpose of conducting private placement: This private placement of securities shall be conducted in three times separately within one year from the date of the resolution of the shareholders’ meeting, the use of funds and estimated purpose of conducting private placement of each separate private placement are stated as below:

Anticipated number of closings	Shares (Thousand)	Use of the funds	Anticipated benefits
1st	318,000	Established good and strategic partnership and replenish operating capital for long term operation requirement	To reduce operational risk, enhance financial structures and improve operationalperformance
2nd	316,000
3rd	316,000
Within the limit of 950,000,000 new shares cash offering by private placement in one or in several installments.

There was no major change to management right within one year before the Board of Directors’ resolved to conduct this private placement. Also, if the amount of private placement of ordinary shares/preferred shares or private placement of foreign or domestic convertible corporate bonds (the number of shares shall be calculated from beginning conversion price) is within the limit of 0.95 billion (950,000,000) new shares, it is estimated that the new shares will be 9.55% of the ordinary shares already issued by the Company, and the place is limited to only strategic investors, it will positively assist our company’s business development and will not cause major change to our company’s management right.
Other items to be stated:
(1) For this private placement of securities, the board of directors shall be authorized, upon 3 years after the delivery date of private placement, to apply to TWSE for the issuance of consent letter conforming to the listing criteria, and continue to report to the authority for retroactive handling of public issuance and to apply for public listing and transaction.
(2) For the issuance condition of the private placement preferred shares, please refer to the Articles of Incorporation of the Company.
(3) For the Regulations related to Issuance and Conversion of Private Placement of Foreign or Domestic Corporate Bonds (Prescribed Temporarily), please refer to attachment 6 of this handbook (page 50~51).
(4) 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 this private placement, including actual number of issued shares of private placement, selection of placees, record date, offering conditions, plan items, amount of fundraising, 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 objective environment, the board of directors will be granted the full authorization to dispose of such matters.
(5) 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 of this private placement.

Resolution:

(Proposed by the Board of Directors)

Proposal 3 : Amendments to “Rules of Shareholders’ Meeting” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the requirement of the operation of the Company and the establishment of audit committee, it is proposed to amend “Rules of Shareholders’ Meeting” of the Company.
The comparative table of the amended provisions is attached hereto as Attachment 7 (page 52~55).

Resolusion :

(Proposed by the Board of Directors)

Proposal 4 : Amendments to “Election Rules of Directors and Supervisors” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the requirement of the operation of the Company and the establishment of audit committee, it is proposed to amend “Election Rules of Directors and Supervisors” of the Company.
The comparative table of the amended provisions is attached hereto as Attachment 8 (page 56~59).

Resolution:

(Proposed by the Board of Directors)

Proposal 5 : Amendments to “Operating Procedure Governing the Acquisition and Disposal of Assets” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the requirement of the operation of the Company and the establishment of audit committee, it is proposed to amend “Operating Procedure Governing the Acquisition and Disposal of Assets” of the Company.
The comparative table of the amended provisions is attached hereto as Attachment 9 (page 60~69).

Resolution:

(Proposed by the Board of Directors)

Proposal 6 : Amendments to “Procedures for Engaging in Derivatives Trading” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the requirement of the operation of the Company and the establishment of audit committee, it is proposed to amend “Procedures for Engaging in Derivatives Trading” of the Company.
The comparative table of the amended provisions is attached hereto as Attachment 10 (page 70~75).

Resolution:

(Proposed by the Board of Directors)

Proposal 7 : Amendments to “Operating Procedure Governing Loaning of Funds” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the requirement of the operation of the Company and the establishment of audit committee, it is proposed to amend “Operating Procedure Governing Loaning of Funds” of the Company.
The comparative table of the amended provisions is attached hereto as Attachment 11 (page 76~78).

Resolution:

(Proposed by the Board of Directors)

Proposal 8 : Amendments to “Operating Procedure Governing Endorsement and Guarantee” of the Company. Approval is respectfully requested.
Explanation : 1. In accordance with the requirement of the operation of the Company and the establishment of audit committee, it is proposed to amend “Operating Procedure Governing Endorsement and Guarantee” of the Company.
The comparative table of the amended provisions is attached hereto as Attachment 12 (page 79~83).

Resolution

(Proposed by the Board of Directors)

Proposal 9 : Proposal to overall re-election of directors. Approval is respectfully requested. Explanation : 1. The term of office of the 6th directors and supervisors of the Company will expire on June 30, 2016.
Seven directors (including three independent directors) and three supervisors shall be elected this time, the term of office from July 1, 2016 to June 30, 2019 for a term of three years.
The number of nominated directors (including three independent directors) is prescribed under the Articles of Incorporation; the candidate nomination system is adopted in accordance with Articles of Incorporation. Shareholders shall elect the directors and supervisors from the list of the candidates. For the educational background, experience, and other related information of the candidates, please refer to Attachment 13 hereto (page 84-85)
It is proposed to submit for election.

Election Results :

(Proposed by the Board of Directors)

Proposal 10 : It is proposed to dismiss the non-competition obligation of the newly elected directors and its representatives. Approval is respectfully requested.
Explanation : 1. According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
The director candidates of this Company may have competition situation, under the condition that such competition will not damage to the Company, it is proposed to dismiss the limitation on the non-competition obligation of the directors, for the dismissed items please refer to attachment 14 of this handbook (page 86).

Resolution:

Extemporary Motion

Attachment 1

Comparative table for Amendments to

Articles of Incorporation

Article No.	The current Article	The Amended Article	Reasons for Amendm ent
Article 4-1	The rights, obligations and other main issue conditions regarding the issued registered Class A convertible special/preferred shares are as follows: 7. The shareholders of special/preferred shares are not entitled to vote or to elect directors~~, super~~ ~~visors~~ ~~i~~n a general meeting of shareholders; but such shareholders can be elected as directo~~r or supervisor~~ ~~.~~	The rights, obligations and other main issue conditions regarding the issued registered Class A convertible special/preferred shares are as follows: 7. The shareholders of special/preferred shares are not entitled to vote or to elect directors in a general meeting of shareholders; but such shareholders can be elected as director	To amend according to the establishm ent of the audit committee
Chapter IV	Directors,~~Supervisors~~ and Managerial Personnel	Directors, Audit Committee and Managerial Personnel	To amend according to the establishm ent of the audit committee
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 votesper share maybe consolidated	The Company shall have five to seven directors for a term of three years. The candidates’ nomination system is adopted by the Company, the directors shall be elected by shareholders’ meeting from the roster of candidates, and he/she may be eligible for re-election. The number of directors shall be decided by the board of directors. In the process of electing directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors 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	To amend according to the establishm ent of the audit committee

Article No.	The current Article	The Amended Article	Reasons for Amendm ent
	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.	whom the ballots cast represent a prevailing number of votes shall be deemed a director/supervisor elect.
Article 13	The board of directors is organized by directors, having their duties and powers as ~~left~~ ~~:~~ 1. To compile operating plans 2. To submit the surplus earning distribution or loss off-setting proposals 3. To submit capital increase or decrease proposal 4. To compile the important by-laws and organization rules of the Company 5. The appointment or discharge of general manager and managerial personnel. 6. To approve the execution of the important contracts 7. To check and ratify the purchase and disposal of the important assets of the Company 8. To establish or dissolve branches 9. 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 arties~~	The board of directors is organized by directors, having their duties and powers asfollows : 1. To compile operating plans 2. To submit the surplus earning distribution or loss off-setting proposals 3. To submit capital increase or decrease proposal 4. To compile the important by-laws and organization rules of the Company 5. The appointment or discharge of general manager and managerial personnel. 6. To approve the execution of the important contracts 7. To check and ratify the purchase and disposal of the important assets of the Company 8. To establish or dissolve branches 9. To compile the budget and final accounting 10.Other authorities under the Company Act or resolutions of shareholders’ meeting. The Company may purchase liability insurance for its directors within the term and the for the compensation liability incurred from and within he/her business scope.	To amend according to the establishm ent of the audit committee and the company’s actual practice
	~~p~~ ~~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~~ ~~.~~
	~~or eren sa appy o e~~ ~~supervisors of the Company~~ ~~.~~
Article 13-1	The remuneration of directors~~and~~ ~~supervisors~~ shall be determined by the board of directors accordingto	The remuneration of directors shall be determined by the board of directors accordingto their	To amend according to the

Article No.	The current Article	The current Article	The Amended Article	Reasons for Amendm ent
	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$500,000.		participation level and contribution value, and shall compare standard of the same industry. However, in no event shall the total payment per month exceed NT$ 500,000.	establishm ent of the audit committee
Article 13-2	In calling a meeting of the board of directors, a notice shall be given to each director~~and 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.		In calling a meeting of the board of directors, a notice shall be given to each director no later than 7 days prior to the scheduled meeting date in writing, by way ofelectronic methods or facsimile. In the case of emergency, the meeting may be convened at any time.	To amend according to the establishm ent of the audit committee
Article 17	~~The duti~~ ~~es and powers of~~ ~~supervisors as below:~~ ~~1.~~ ~~To investigate business and~~ ~~financial situations of the~~ ~~Company~~ ~~2.~~ ~~To audit accounts, books and~~ ~~documents of the Company~~ ~~3.~~ ~~To supervise the performance of~~ ~~business of the Company~~ ~~4.~~ ~~To audit and review the budget~~ ~~and final~~ ~~accounts~~ ~~5.~~ ~~To audit the surplus earning~~ ~~distribution or loss off~~ ~~-~~ ~~setting~~ ~~proposals~~ ~~6.~~ ~~Other duties and powers entitled~~ ~~under the Company Act.~~ ~~7.~~ ~~After the term of office of~~ ~~o~~ur Company’s~~directors and~~ ~~supervisors elected in year 2013~~ ~~is expired and re~~ ~~-~~ ~~elected,~~ pursuant to 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~~		The Company establishes audit committee according to Article 14- 4 of the Securities and Exchange Act andto shall be composed of the entire number of independent directors. The duty and power of the audit committee and other rules to be followed shall abide by relevant regulations or rules of the company.	To amend according to the establishm ent of the audit committee

	~~.~~	~~er e~~ Company’s ~~i~~
		~~au commee s esase o~~ ~~replace supervisors. The audit~~ ~~itt th b f th~~
		~~commee or e memers o e~~ ~~audit committee will be~~ ~~ibl t f th dti~~
		~~response o perorm e ues~~ ~~f th i t fth d~~
		~~o e supervsors se or uner~~ ~~the~~ ~~Company Act, the Securities~~ ~~and Exchange Act, other rules~~ ~~dlti d thi Atil~~
		~~an reguaons, an s rces~~

Article No.		The current Article	The Amended Article	Reasons for Amendm ent
	~~of Incorporation. After the~~ ~~establishment of the audit~~ ~~committee, the rules in relation to~~ ~~supervisors of this Articles of~~ ~~Incorporation shall no longer be~~ ~~applic~~ ~~able.~~ ~~The matters of number, term of~~ ~~office, powers, rules of procedure~~ ~~for meetings, and other matters in~~ ~~lti t th dit itt ill~~	~~of Incorporation. After the~~ ~~establishment of the audit~~ ~~itt th l i lti t~~
	~~reaon o e au commee w~~ ~~be separately adopted by an audit~~ ~~committee charter according to the~~ ~~Rlti Gi th Ei~~
	~~eguaons overnng e xercse~~ ~~of Power~~ ~~s by Audit Committees of~~ ~~Public Companies.~~
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~~ ~~th~~ ~~i hll bit t~~		At the close of each fiscal year, the board of directors of the Company shall prepare the following statements and records and forward to general meeting of shareholders according to legal procedure for ratification: 1.The operating report 2.The financial statements; and 3.The surplus earning distribution or loss off-setting proposals.	To amend according to the establishm ent of the audit committee
	~~e supe~~ ~~rvsors sa sum repors~~ ~~which shall be forwarded~~ to general meeting of shareholders for ratification: 1.The operating report 2.The financial statements; and 3.The surplus earning distribution or loss off-setting proposals.
Article 21			The distribution of employees' compensation shall not be lower than 5% of and the directors’ and supervisors’ compensation shall not be higher than 0.1% of the current year pre-tax income before deducting the distributable employees’, directors’, and supervisor’ compensation of the Company. However, the Company's accumulated losses shall have been covered.	To add this Article according to amendmen t of Article 235 of the Company Act and the adding of Article 235-1 of

Article No.	The current Article	The Amended Article	Reasons for Amendm ent
		The company shall, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation distributed in the form of shares or in cash and have the profit distributable as director’s and supervisors’ compensation in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting. The target to be distributed employees’ compensation in the form of shares or cash may include employees of subsidiary companies who conform to certain criteria. Relevant regulations shall be authorized to be prescribed by the board of directors.	the Company Act.
Article 21-1	The annual net profits of final accounts of the Company shall be allocated according to the following orders: 1.To make up for the loss. 2.To appropriate 10% of profit as legal reserve. 3.To make an appropriation of another sum as special reserve or make an reversal of special reserve in accordance with laws and regulations 4.Dividend for special/preferred shares ~~5.~~ ~~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.~~ ~~6.~~ ~~In accordance with the dividend~~ ~~li d thi Atilh ~~	The annual net profits of final accounts of the Company shall make up for loss first, shall secondly appropriate 10% of profit as legal reserve (however, if legal reserve reaches the total capital amount shall not apply), to make an appropriation of another sum as special reserve or make an reversal of special reserve in accordance with laws and regulation, to distribute dividend for special/preferred shares, and to add into the profit not yet distributed before, the allocation proposal shall be prepared by the board of directors and be submitted to and resolved by the shareholders’ meeting. The Company is an emerging company of growing rapidly, capital intensive business, and is at the stage of stablegrowth,in order	To revise according to the amendmen t of Article 235 and to change the Article number
	~~pocy uner s rce, paragrap ~~

Article No.	The current Article	The Amended Article	Reasons for Amendm ent
	~~2, the board of directors will draw~~ ~~u~~ ~~p 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 currentyear.	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 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 fifteenth amendment is on June 8, 2015.	This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003…. (omitted) The fifteenth amendment is on June 8, 2015. The sixteenth amendment is on June 24, 2016.	To explain the amendmen t history of Articles of Incorporati on

Attachment 2

INNOLUX CORPORATION

2015 Operating Report

1. 2015 Operating Report

Year 2015 was the year of unstable macroeconomic environment. Due to business recession, global demand of IT panel was weak and consumer demand was lower than expected, especially the recession of tablet was the deepest. As for mobile phones (MP), the overall growth was underperformed because of the declining market in China. World economic was also effected by overproduction, change of exchange rate, currency fluctuations, deflation, and uncertain demand. With regard to panel industry, new factories in China brought out new production capacity and caused excess capacity and dropping of average selling price. Consequently, the growth of panel industry faced severe challenge.

Facing such difficulty of the macroeconomic environment and uncertainty of the market, we not only worked accurately and reacted quickly but also made maximum use of resources and created high adding value. As a result, although the achievement was not good as last year, under the full effort of our management team, we still reached to a good result. In 2015 our consolidated revenue was NT$ 364.1 billion, gross profit was NT$46.6 billion, net operating income was NT$22.4 billion, annual profit after tax was NT$10.8 billion, and the annual earnings per share is NT$1.09.

As for the research development and market segmentation, the continuous improvement and development of the technology has always been our key point of growth. For TV panels, we emphasized in the differentiation strategy of big-sized and high resolution technique development. For monitor panels, we developed in the trend of wide viewing angle and high resolution. And for notebooks, we endeavored to improve the resolution and to increase the proportion of FHD and large QHD high resolution products. Moreover, except for developing high technology products, we will enhance our cost competitiveness and provide products of higher quality but at the same price and inaugurate a win-win operation model for our clients.

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

2. Results of operation scheme

In 2015 our consolidated revenue was NT$ 364,132,984 thousands, which decreased

NT$64,528,914 thousands or 15% by compared with the 2014 yearly revenue of NT$

428,661,898 thousands. In 2015 our annual profit after tax which belonged to mother company was NT$10,815,594 thousands, and the annual earnings per share is NT$1.09

3. Budget Performance

Since we did not disclosure the financial forecast in 2015, we don’t have to disclose our budget performances.

4. Analysis of financial operation and profitability

	Item	2014	2015
Capital structure analysis (%)	Debt ratio (%)	52.5	40.05
	Long term funds to real estates, factories and equipments (%)	121.31	138.84
~~L~~iquidity ~~a~~nalysis	Current ratio (%)	95.1	125.7
	Quick ratio (%)	77.41	97.37
	Interestguarantee (times)	7.28	9.68
Return on investment analysis	Return on total assets (%)	4.98	2.81
	Return on total shareholders’ equity(%)	10.23	4.69
	Operatingincome to capital (%)	28.3	22.54
	Pre-tax income to capital (%)	22.64	14.93
	Net income to sales (%)	5.06	2.97
	Earningsper share (NT$)	2.31	1.09

5. Research development situation

Our R&D in display technology will continue to help our clients improve competitiveness, meet market demand, and be friendly to the environment. We believe the developing directions, including eco-friendly materials, low power consumption, high pixel, high saturation, ultra thin, narrow border, good dynamic performances, touch, wide viewing angle and service integration in all aspects, will achieve remarkable results.

To enhance our overall competitiveness, we proactively developed new technique and new products such as high flexible IGZO AMOLED panel, touch point integration technique; wide color gamut monitor, middle-and-large-sized touch panel and we’ve obtained substantial results. This helps us to stand out and keep our leading position in the keen competitive industry environment.

President: Manager： Chief Accountant：

Attachment 3

INNOLUX CORPORATION

Supervisors’ Audit Report

The Board of Directors has duly submitted the 2015 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.

General Shareholders Meeting of the Company in 2016

Supervisor: Lin, Ren-Guang

Date: May 12, 2016

INNOLUX CORPORATION

Supervisors’ Audit Report

General Shareholders Meeting of the Company in 2016

Supervisor: Chen, Yi-Fang

Date: May 12, 2016

INNOLUX CORPORATION

Supervisors’ Audit Report

General Shareholders Meeting of the Company in 2016

Supervisor: I-Chen Investment Ltd.

Representative: Huang , Te-Tsai

Date: May 12, 2016

Attachment 4

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, 2015 and 2014, 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 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 provide a reasonable basis for our opinion.

In our opinion, 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, 2015 and 2014, and their financial performance and cash flows for the years then ended in conformity with the “Regulations Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

We have also audited the separate financial statements of Innolux Corporation as of and for the years ended December 31, 2015 and 2014, and have expressed an unqualified opinion on such financial statements.

PricewaterhouseCoopers, Taiwan

February 2, 2016

------------------------------------------------------------------------------------------------------------------------------------------------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, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 2015 6(1) $ 52,522,790 6(2) 120,036 6(3) - 6(5) 48,189,791 7 2,632,853 7 2,024,204 6(6) 30,198,432 1,107,869 6(1) and 8 1,979,467 91,545 138,866,987 6(2) 281,922 6(3) 7,123,034 6(7) 1,610,586 6(8), 7 and 8 199,482,740 6(9) 680,503 6(10) 19,342,856 6(25) 15,888,467 8 119,703 6(8) 4,045,538 248,575,349 $ 387,442,336 (Continued)	2014
Current Assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1125 Available-for-sale financial assets - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 130X Inventory 1410 Prepayments 1476 Other financial assets - current 1479 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non- current 1523 Available-for-sale financial assets - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1980 Other financial assets - non- current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets		$ 70,989,741 52,453 220,000 70,976,005 6,112,400 2,849,589 33,787,842 1,441,603 2,802,110 149,069
		189,380,812
		605,155 5,137,117 2,364,225 233,609,843 693,677 20,219,137 17,778,516 11,160,082 1,567,991
		293,135,743
		$ 482,516,555

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	Notes 6(11) 6(2) 6(4) 7 7 and 9 6(15) 6(12) 6(12) 6(25) 6(13) 6(16) 6(14)(17) 6(18) 6(19) 9	2015 $ - 265,525 - 57,069,951 3,359,933 24,912,360 1,819,368 5,551,759 16,361,238 1,131,329 110,471,463 43,629,968 514,094 562,088 44,706,150 155,177,613 99,532,372 99,643,564 2,676,947 - 27,661,503 2,750,337 232,264,723 - 232,264,723 $ 387,442,336	2014
Current Liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2125 Derivative financial liabilities for hedging - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of the parent 3110 Share capital - common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments 3X2X Total liabilities and equity			$ 22,526,999 605,016 1,351 74,954,439 5,252,946 23,912,180 582,258 3,133,489 66,162,663 2,004,157
			199,135,498
			42,293,423 477,580 11,438,618
			54,209,621
			253,345,119
			99,545,364 99,584,369 509,272 1,144,229 24,979,173 1,927,656
			227,690,063
			1,481,373
			229,171,436
			$ 482,516,555

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

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

Items	Notes 2015 2014 7 $ 364,132,984 $ 428,661,898 6(6)(23) and 7 ( 317,492,879) ( 378,276,897) 46,640,105 50,385,001 6(23) ( 3,204,824) ( 3,224,079) ( 6,600,082) ( 6,810,443) ( 14,404,490) ( 12,177,083) ( 24,209,396) ( 22,211,605) 22,430,709 28,173,396 6(20) 2,313,182 2,734,952 6(21) ( 8,683,203) ( 5,130,475) 6(22) ( 1,415,088) ( 3,309,347) 213,587 65,814 ( 7,571,522) ( 5,639,056) 14,859,187 22,534,340 6(25) ( 4,045,046) ( 857,432) $ 10,814,141 $ 21,676,908
4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit/(loss) of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year

Items

Notes
2015
2014
7
$ 364,132,984
$ 428,661,898
6(6)(23) and 7
(
317,492,879) (
378,276,897)
46,640,105
50,385,001
6(23)
(
3,204,824) (
3,224,079)
(
6,600,082) (
6,810,443)
(
14,404,490) (
12,177,083)
(
24,209,396) (
22,211,605)
22,430,709
28,173,396
6(20)
2,313,182
2,734,952
6(21)
(
8,683,203) (
5,130,475)
6(22)
(
1,415,088) (
3,309,347)
213,587
65,814
(
7,571,522) (
5,639,056)
14,859,187
22,534,340
6(25)
(
4,045,046) (
857,432)
$ 10,814,141
$ 21,676,908

4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit/(loss) of
associates and joint ventures
accounted for under equity
method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

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

Items	Notes 2015 2014 6(13) ($ 195,939) ($ 55,790) 6(25) 33,309 9,484 ( 162,630) ( 46,306) ( 1,421,828) 3,078,767 2,266,346 284,946 6(4) ( 297,675) ( 278,458) 4,432 81,659 6(25) 118,551 38,885 669,826 3,205,799 $ 507,196 $ 3,159,493 $ 11,321,337 $ 24,836,401 $ 10,815,594 $ 21,676,759 ( 1,453) 149 $ 10,814,141 $ 21,676,908 $ 11,352,532 $ 24,844,853 ( 31,195) ( 8,452) $ 11,321,337 $ 24,836,401 6(26) $ 1.09 $ 2.31 $ 1.07 $ 2.28
Other comprehensive income (net) Components of other comprehensive loss that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit obligations 8349 Income tax relating to the components of other comprehensive income that will not be reclassified 8310 Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8362 Unrealized gain on valuation of available-for-sale financial assets 8363 Cash flow hedges 8370 Share of other comprehensive income of associates and joint ventures accounted for under equity method 8399 Income tax relating to the components of other comprehensive income that will be reclassified 8360 Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income for the year, net of tax 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Total Other comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Total Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share

Items

Notes
2015
2014
6(13)
($ 195,939) ($ 55,790)
6(25)
33,309
9,484
(
162,630) (
46,306)
(
1,421,828)
3,078,767
2,266,346
284,946
6(4)
(
297,675) (
278,458)
4,432
81,659
6(25)
118,551
38,885
669,826
3,205,799
$ 507,196
$ 3,159,493
$ 11,321,337
$ 24,836,401
$ 10,815,594
$ 21,676,759
(
1,453)
149
$ 10,814,141
$ 21,676,908
$ 11,352,532
$ 24,844,853
(
31,195) (
8,452)
$ 11,321,337
$ 24,836,401
6(26)
$ 1.09
$ 2.31
$ 1.07
$ 2.28

Other comprehensive income
(net)
Components of other
comprehensive loss that will not
be reclassified to profit or loss
8311
Remeasurement of defined
benefit obligations
8349
Income tax relating to the
components of other
comprehensive income that will
not be reclassified
8310
Components of other
comprehensive loss that will
not be reclassified to profit
or loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8362
Unrealized gain on valuation of
available-for-sale financial
assets
8363
Cash flow hedges
8370
Share of other comprehensive
income of associates and joint
ventures accounted for under
equity method
8399
Income tax relating to the
components of other
comprehensive income that will
be reclassified
8360
Components of other
comprehensive income that
will be reclassified to profit
or loss
8300
Other comprehensive income for
the year, net of tax
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Total
Other comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Notes				Equity attributable	Equity attributable	Equity attributable	owners of the parent	owners of the parent	owners of the parent			Non- controlling interest	Total
	Common stock	Capital surplus		Retained Earnings				Other Equity Interest			Total
			Legal reserve		Special reserve	Unappropriate d 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
6(18) 6(18) 6(18) 6(18) 6(14) 6(19) 6(18) 6(14) 6(19)	$ 91,094,288 8,500,000 - - - - - ( 48,924 ) - - - - - - $99,545,364 $ 99,545,364 - - - ( 12,992 ) - - - - - - $99,532,372	$ 96,058,741 2,125,000 - - - ( 1,266,944 ) 2,328,981 48,924 47,174 289,523 ( 47,030 ) - - - $99,584,369 $ 99,584,369 - - - 12,992 ( 3,760 ) 22,740 27,185 38 - - $99,643,564	$ 2,328,981 - 509,272 - - - ( 2,328,981 ) - - - - - - - $ 509,272 $ 509,272 2,167,675 - - - - - - - - - $2,676,947		$ - - - 1,144,229 - - - - - - - - - - $1,144,229 $ 1,144,229 - ( 1,144,229 ) - - - - - - - - $ -		( $ 78,074 ) - - - - - - - - - - - - 3,161,022 $3,082,948 $ 3,082,948 - - - - - - - - - ( 1,387,654 ) $1,695,294					$ 1,534,625 - - - - - - - - - - ( 44,800 ) 149 ( 8,601 ) $1,481,373 $ 1,481,373 - - - - - - - ( 1,450,178 ) ( 1,453 ) ( 29,742 ) $	$ 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 $ 229,171,436 - - ( 6,947,188 ) - ( 1,349 ) 143,442 27,185 ( 1,450,140 ) 10,814,141 507,196 $ 232,264,723

The accompanying notes are an integral part of these consolidated financial statements. 39

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(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 of associates and joint ventures
accounted for under equity method
Loss (gain) on disposal of investments
Loss on disposal of property, plant and equipment
Impairment loss
Interest expense
Interest income
Dividend income
Unrealized foreign exchange (gain) loss
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
2015
2014
$ 14,859,187
$ 22,534,340
6(23)
53,571,172
60,899,556
6(14)
143,442
578,227
6(5)
-
820
(
213,587 ) (
65,814 )
6(21)
47,583
(
794,041 )
6(21)
180,829
179,758
6(21)
589,911
351,066
6(22)
1,712,758
3,586,581
6(20)
(
484,873 ) (
328,633 )
6(20)
(
224,441 ) (
39,958 )
(
225,917 )
1,417,004
(
83,841 )
198,617
22,786,214
(
4,618,534 )
3,479,547
(
4,062,415 )
849,827
(
1,047,816 )
3,589,410
16,736,314
333,734
(
246,732 )
57,524
259,826
(
299,026 ) (
299,025 )
(
17,884,488 )
9,518,853
(
1,893,013 ) (
3,503,297 )
(
713,699 )
4,070,494
2,418,270
1,184,460
(
821,001 ) (
290,486 )
6,891
(
721,826 )
81,782,413
105,497,339
(
718,120 ) (
768,062 )
81,064,293
104,729,277

(Continued)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets			$	-	( $	240,167 )
Proceeds from disposal of available-for-sale financial
assets				450,057		802,524
Acquisition of investment accounted for under equity
method				-	(	73,500 )
Proceeds from disposal of investment accounted for under
equity method				-		1,685,201
Proceeds from capital reduction of investments accounted
for under equity method				-		59,451
Decrease (increase) in other financial assets				783,662	(	52,903 )
Acquisition of property, plant and equipment	6(27)	(		24,511,490 )	(	20,526,552 )
Proceeds from disposal of property, plant and equipment	6(27)			1,798,359		4,253,209
Acquisition of intangible assets		(		16,392 )	(	18,140 )
Proceeds from disposal of intangible assets				856		-
Increase in other non-current assets		(		4,453 )	(	22,070 )
Interest received				449,038		368,335
Dividends received				247,612		64,221
Net cash used in investing activities		(		20,802,751 )	(	13,700,391 )
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings		(		22,449,868 )	(	8,881,219 )
Increase in long-term borrowings				68,100,131		-
Payment of long-term borrowings		(		116,527,861 )	(	61,671,395 )
Capital issued for cash	6(16)			-		10,625,000
Repurchase from issuance of restricted stock to employees		(		3,676 )	(	7,754 )
Changes in non-controlling interests		(		50 )	(	44,800 )
Interest paid		(		1,628,841 )	(	3,608,923 )
Cash paid from capital surplus	6(18)			-	(	1,266,944 )
Cash dividends paid	6(18)	(		6,947,188 )	(	90,495 )
Net cash used in financing activities		(		79,457,353 )	(	64,946,530 )
Effect of changes in foreign currency exchange				728,860		769,567
(Decrease) increase in cash and cash equivalents		(		18,466,951 )		26,851,923
Cash and cash equivalents at beginning of year				70,989,741		44,137,818
Cash and cash equivalents at end of year			$	52,522,790	$	70,989,741

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, 2015 and 2014, 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.

In our opinion, 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, 2015 and 2014, and their financial performance and cash flows for the years then ended in conformity with the “Regulations Governing the Preparation of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan February 2, 2016

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.

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

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 2015 6(1) $ 35,279,610 6(2) 81,858 6(3) - 6(5) 45,755,129 7 2,904,753 872,255 7 377,364 6(6) 24,546,126 705,456 6(1) and 8 1,400,856 3,001 111,926,408 6(3) 1,944,917 6(7) 81,315,320 6(8), 7 and 8 163,921,697 6(9) 680,503 6(10) 19,264,025 6(25) 15,722,814 8 119,703 6(8) 3,144,234 286,113,213 $ 398,039,621 (Continued)	2014
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1125 Available-for-sale financial assets - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventory 1410 Prepayments 1476 Other financial assets - current 1479 Other current assets 11XX Total current assets Non-current assets 1523 Available-for-sale financial assets - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1980 Other financial assets - non- current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets		$ 55,543,195 52,453 220,000 68,858,149 6,067,658 699,592 691,024 27,938,165 542,334 2,250,035 12,542
		162,875,147
		3,101,461 73,096,389 192,599,182 693,677 20,127,184 17,575,426 11,160,082 625,863
		318,979,264
		$ 481,854,411

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	Notes 6(11) 6(2) 6(4) 7 7 and 9 6(25) 6(15) 6(12) 6(12) 6(25) 6(13) 6(16) 6(14)(17) 6(18) 6(19) 9	2015 $ - 53,921 - 27,731,035 45,433,862 24,387,687 902,134 5,551,759 16,361,238 835,806 121,257,442 43,629,968 514,094 373,394 44,517,456 165,774,898 99,532,372 99,643,564 2,676,947 - 27,661,503 2,750,337 232,264,723 $ 398,039,621	2014
Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2125 Derivative financial liabilities for hedging - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity 3110 Share capital - common stock 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments 3X2X Total liabilities and equity			$ 1,300,000 605,016 1,351 33,731,780 85,171,012 18,688,940 - 3,133,489 61,092,333 1,465,205
			205,189,126
			37,223,093 477,579 11,274,550
			48,975,222
			254,164,348
			99,545,364 99,584,369 509,272 1,144,229 24,979,173 1,927,656
			227,690,063
			$ 481,854,411

The accompanying notes are an integral part of these financial statements.

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

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

Items	Notes 7 6(6)(23) and 7 6(23) 6(20) 6(21) 6(22) 6(25) 6(13) 6(4) 6(25) 6(26)	2015 $ 360,638,133 ( 326,925,887) 33,712,246 ( 1,167,637) ( 3,183,374) ( 13,534,326) ( 17,885,337) 15,826,909 1,301,865 ( 7,842,919) ( 1,310,112) 5,833,198 ( 2,017,968) 13,808,941 ( 2,993,347) $ 10,815,594 ( $ 195,939) 33,309 ( 162,630) ( 1,392,086) ( 1,149,260) ( 297,675) 3,420,038 118,551 699,568 $ 536,938 $ 11,352,532 $ 1.09 $ 1.07	2014 $ 426,005,033 ( 389,609,785) 36,395,248 ( 1,092,207) ( 3,451,341) ( 11,412,260) ( 15,955,808) 20,439,440 1,379,919 ( 3,418,822) ( 2,721,239) 5,998,536 1,238,394 21,677,834 ( 1,075) $ 21,676,759 ( $ 55,790) 9,484 ( 46,306) 3,087,368 103,510 ( 278,458) 263,095 38,885 3,214,400 $ 3,168,094 $ 24,844,853 $ 2.31 $ 2.28
4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income (net) Components of other comprehensive loss that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit obligations 8349 Income tax relating to the components of other comprehensive income that will not be reclassified 8310 Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8362 Unrealized (loss) gain on valuation of available-for-sale financial assets 8363 Cash flow hedges 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for under equity method 8399 Income tax relating to the components of other comprehensive income that will be reclassified 8360 Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income for the year, net of tax 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share

The accompanying notes are an integral part of these financial statements. 45

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Notes 2014 Balance at January 1, 2014 Capital issued for cash 6(16) Appropriation of 2013 earnings(Note1): 6(18) Legal reserve Special reserve Cash dividends Cash paid from capital surplus 6(18) Capital surplus offset against accumulated deficit Cancellation of restricted stock to employees Changes in restricted stock to employees Compensation related to share-based payment 6(14) Changes in net equity of long-term equity investments Profit for the year Other comprehensive income for the year 6(19) Balance at December 31, 2014 2015 Balance at January 1, 2015 Appropriation of 2014 earnings(Note2): 6(18) Legal reserve Special reserve Cash dividends Cancellation of restricted stock to employees Changes in restricted stock to employees Compensation related to share-based payment 6(14) Changes in net equity of long-term equity investments Changes in non-controlling interests Profit for the year Other comprehensive income for the year 6(19) Balance at December 31, 2015		Commonstock $ 91,094,288 8,500,000 - - - - - ( 48,924 ) - - - - - $ 99,545,364 $ 99,545,364 - - - ( 12,992 ) - - - - - - $ 99,532,372		Capitalsurplus $ 96,058,741 2,125,000 - - - ( 1,266,944 ) 2,328,981 48,924 47,174 289,523 ( 47,030 ) - - $ 99,584,369 $ 99,584,369 - - - 12,992 ( 3,760 ) 22,740 27,185 38 - - $ 99,643,564			RetainedEarnings		Unappropriated earnings $ 5,092,716 - ( 509,272 ) ( 1,144,229 ) ( 90,495 ) - - - - - - 21,676,759 ( 46,306 ) $24,979,173 $ 24,979,173 ( 2,167,675 ) 1,144,229 ( 6,947,188 ) - - - - - 10,815,594 ( 162,630 ) $27,661,503			Other Equity	Other Equity	Interest		Employee unearned compensation		Total
					Legal reserve $ 2,328,981 - 509,272 - - - ( 2,328,981 ) - - - - - - $ 509,272 $ 509,272 2,167,675 - - - - - - - - - $ 2,676,947		Special reserve $ - - - 1,144,229 - - - - - - - - - $ 1,144,229 $ 1,144,229 - ( 1,144,229 ) - - - - - - - - $ -			Financial statements translation differences of foreign operations		Unrealized gain (loss) on available- for-sale financial assets		Changes in gain (loss) on cash flow hedges $ 478,190 - - - - - - - - - - - ( 231,120 ) $ 247,070 $ 247,070 - - - - - - - - - ( 247,070 ) $ -
										( $ 78,074 ) - - - - - - - - - - - 3,161,022 $ 3,082,948 $ 3,082,948 - - - - - - - - - ( 1,387,654 ) $ 1,695,294		( $ 1,544,345 ) - - - - - - - - - - - 284,498 ( $ 1,259,847 ) ( $ 1,259,847 ) - - - - - - - - - 2,334,292 $ 1,074,445				($ 387,268 ) - - - - - - - ( 43,951 ) 288,704 - - - ($ 142,515 ) ($ 142,515 ) - - - - 2,411 120,702 - - - - ($ 19,402 )		$ 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 $ 227,690,063 - - ( 6,947,188 ) - ( 1,349 ) 143,442 27,185 38 10,815,594 536,938 $232,264,723

Note1: 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. Note2: Employee’s bonus and directors’ and supervisors’ remuneration accrued at $1,436,187 and $6,954 had been deducted from the statement of comprehensive income for the year ended December 31, 2014.

The accompanying notes are an integral part of these financial statements. 46

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(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
Loss (gain) on disposal of investments
Loss (gain) on disposal of property, plant and
equipment
Interest income
Dividend income
Interest expense
Unrealized foreign exchange (gain) loss
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
2015
2014
$ 13,808,941
$ 21,677,834
6(23)
49,383,090
56,134,539
6(14)
143,442
578,227
(
5,833,198 ) (
5,998,536 )
6(21)
112,058
(
452,613 )
6(21)
100,841
(
22,568 )
6(20)
(
144,282 ) (
126,493 )
6(20)
(
117,882 ) (
7,567 )
6(22)
1,607,782
2,998,473
(
148,786 )
1,188,553
(
580,500 )
91,169
23,103,020
(
5,094,884 )
3,162,905
(
3,657,816 )
(
178,584 ) (
89,561 )
3,392,039
11,572,044
(
143,809 )
306,774
9,541
14,142
(
299,026 ) (
299,025 )
(
6,000,745 )
4,707,855
(
39,736,875 )
3,193,266
4,001,150
4,125,260
2,418,270
1,184,460
(
577,572 )
309,564
(
17,734 ) (
951,067 )
47,464,086
91,382,030
(
38,833 ) (
1,075 )
47,425,253
91,380,955

(Continued)

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(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
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
Decrease (increase) in other non-current assets
Interest received
Dividends received
Cash inflow from incorporation of subsidiary
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in long-term borrowings
Payment of long-term borrowings
Capital issued for cash
Cash dividends paid
Cash paid from capital surplus
Repurchase from issuance of restricted stock to employees
Acquisition of subsidiary stock
Interest paid
Net cash used in financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2015
2014
$ 225,689
$ 96,927
-
(
135,456 )
231,275
167,288
(
623,249 ) (
753,906 )
-
1,550,113
531,696
736,214
6(27)
(
21,096,240 ) (
14,629,033 )
810,198
440,446
42,240
12,761
329
(
568,172 )
138,837
125,498
141,053
1,444,112
11,874
-
(
19,586,298 ) (
11,513,208 )
(
1,300,000 ) (
643,565 )
68,100,131
-
(
106,427,892 ) (
57,625,650 )
6(16)
-
10,625,000
6(18)
(
6,947,188 ) (
90,495 )
6(18)
-
(
1,266,944 )

(
3,676 ) (
7,754 )
(
50 )
-
(
1,523,865 ) (
2,920,036 )
(
48,102,540 ) (
51,929,444 )
(
20,263,585 )
27,938,303
55,543,195
27,604,892
$ 35,279,610
$ 55,543,195

Attachment 5

INNOLUX CORPORATION

2015 Profit Distribution Table

Unit: NT$

		Unit: NT$
Item	Amount	Explanation
Accumulated retained earning at the start of the year Adjusted retained earnings of year 2015 Adjusted undistributed retained earnings Profit after tax of Year 2015 Minus: Legal reserve (10%) Profit distributable Distribution Item Cash dividends to shareholders Subtotal of dividends to shareholders Unappropriated retained earnings to date	17,008,537,355 (162,629,271) 16,845,908,084 10,815,594,692 (1,081,559,469) 26,579,943,307 1,989,809,915 1,989,809,915 24,590,133,392	Note 1 Note 2 To distribute NT$ 0.2 per share

Note 1: The number of adjusted retained earnings of year 2015 is the defined retirement benefit plan actuarial loss.

Note 2: To distribute profit of year 2015 in priority in accordance with the Articles of Incorporation of the Company and the resolution of Shareholders’ Meeting.

Chairman: General Manager: Senior Accountant:

Attachment 6

Regulations related to Issuance and Conversion of Private Placement of Foreign or Domestic Corporate Bonds （ Prescribed Temporarily ）

1. Issuing Company:

Innolux Corporation (hereinafter refers to as the “Company” of “Innolux”).

2. Issued Total Amount:

To authorize the board of directors, within the limit of 0.95 billion (950,000,000) ordinary shares, by selection of one or collocation of two or more projects of domestic capital increase by cash, issuing ordinary shares by means of capital increase by cash for sponsoring issuance of GDR, private placement of ordinary shares/preferred shares by means of capital increase by cash or private placement of foreign or domestic convertible corporate bonds. When conducting foreign or domestic convertible corporate bonds (these corporate bonds”) through private placement method, the converting value shall be calculated according to the convertible price within the above 0.95 billion limit at the time of private placement.

3. Issuing Date:

The issuance shall be conducted at one time or several times within one year after resolved by general shareholders meeting of year 2016.

4. Issuing Methods:

This corporate bonds will be issued according to Article 43-6 of Securities and Exchange Act the local regulations of issuing place.

The object of this private placement shall be conducted according to Article 43-6 of Securities and Exchange Act and shall be limited to only strategic investor. Also, in order to meet the need of long term operation and business development of the Company, we will prefer to choose strategic investor who will help the Company to enlarge the business and product market, to strengthen customer relationship, promote product development and integration benefit, or to level up technology. Strategic investors may promote the Company’s long-term competitiveness and operation benefit. Through strategic investors’ experience, product technology, knowledge, brand reputation, marketing channel and other advantages, via strategic cooperation, product co-development, market integration, or business development cooperation and other methods, it is estimated to assist the Company in reducing cost, enhancing products skills, enlarging sales market, and to promote the Company’s future operation and benefit.

5. Issuing Price, Face Value, and Types of Corporate Bonds:

This corporate bonds are registered convertible corporate bonds; the face value is USD 10,000 or its integral multiples, or NTD 100,000 or its integral multiples. The issuance price shall not be lower than 80% of the theoretical price.

6. Coupon Rate and Interest Payment Method of Corporate Bonds:

To authorize the board of directors to decide such coupon rate and payment methods.

7. Issuing Term:

No more than 7 years since the issuing date.

8. Redemption Methods:

Unless the corporate bonds has been converted, sold back, redeemed, or bought back, or bought back and canceled, this corporate bonds shall be redeemed by cash according to the face value or adding the interest compensation when the times due.

9. Subject of Conversion:

Ordinary shares or sponsoring issuance of GDR which is issued by Innolux.

10. Conversion:

1、The conversion term of this corporate bonds:
Unless earlier redeemed, repurchase, canceled, exercising of conversion right, or during the non-convertible duration prescribed under the issuance agreement, the creditors of this corporate bonds may from time to time, during the duration from certain period after issuance to the due date of this corporate bonds, request our company to convert to ordinary shares or sponsoring issuance of GDR of our company according to related regulations and issuance agreement.
2、Conversion procedure of the corporate bonds:
When the creditors request for conversion, they shall prepare “Conversion Notification Letter” together with the bonds and documents or proofs request according to the laws and regulations of the Republic of China so as to apply for conversion to our company.
3、Adjustment and decision of the conversion price of this corporate bonds: The conversion price shall be no lower than the simple average closing price of the common shares of the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or the 80% of simple average closing price of the common shares of the Company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The actual price shall be proposed by the shareholders’ meeting to authorize the board of director to decide according to relevant laws and regulations.
4、Year of Conversion relating to the ownership of share dividend: The corporate bonds owners shall not be entitled to stock dividend or stock benefit before conversion; after conversion, the corporate bonds owner shall have the right to be distributed stock dividend or benefit of the issued company’s ordinary stocks just like the other ordinary share’s shareholder of the Company.
5、Right and Obligation after Conversion：
For this corporate bonds, other than the restriction that it is not allowed to be transferred within 3 years after delivery set forth under Article 43-8 of Securities and Exchange Act, the ordinary shares converted from this corporate bonds owns the same right and obligation as the original ordinary shares.

11. Terms of Early Redemption by the Issuing Company:

To authorized the board of directors to prescribe such term.

12.Repurchase Term of the Corporate Bonds Owners ：

The Company may choose not to provide put right or the corporate bonds owner may, within a certain term after issuance, request the issuing company to redeem all or part of this corporate bonds according to the price calculated from certain rate of return rate of each year.

13. Other important terms:

For the issuing terms and other matters not stated herein, the board of directors shall be authorized to make necessary adjustment and handling at its own discretion.

Attachment 7

Comparative table for Amendments to Rules of Shareholders’ Meeting

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
Article 3 Section 2 Section 4	~~The convention of a general~~ ~~hhld ti hll il~~	The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and	To amend according to the regulations and company’s actual practice
	~~sareoers meeng sa compe~~ ~~meet~~ ~~ing agenda which shall be~~ ~~given to each shareholder no later~~ ~~th 30 d i t th hdld~~
		explanatory materials relating to all
	~~an ays pror o e sceue~~ ~~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~~ ~~m~~ ~~eans of entering into MOPS; a~~ ~~notice to convene a special~~ ~~hhld ti hll b i~~
		proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the
		Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a preferred shareholders
	~~sareoers meeng sa e gven~~ ~~t h hhld lt th 15~~
	~~o eac sareoer no aer an~~ ~~days, a public notice may, as an~~ ~~alternative, be given by means of~~ ~~inputting into MOPS to each~~ ~~itd h hhld~~ ~~h~~
		meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and
	~~regsere sare sareoers~~ ~~wose~~ ~~shareholding is less than one~~ ~~thousand shares.~~ Matters pertaining to election or discharge of directors~~and~~
		upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the preferred shareholders meeting.
		In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also
		have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being
		distributed on-site at the meeting place. Matters pertaining to election or discharge of directors,alteration of

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	~~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. （Omitted）	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. （Omitted）
Article 6		This Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder	To add this Section 1 and Section 2 according to the regulations and company’s actual practice
		attendance registrations will be accepted, as stated in the preceding
		paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Article 13	Shareholders…（Omitted） 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. A shareholder who exercises his/her/its voting power at	Shareholders…（Omitted） 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. A shareholder who exercises his/her/its voting power at	To amend according to the company’s actual practice

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	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. 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	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. Therefore, the Company will avoid
		proposing extemporary motion and
		revision of the original proposal. 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. A shareholder who exercises his/her
		voting right through written or electronic methods and in case a shareholder attends the shareholders' meeting in person, he/she/it shall, 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 thepreceding

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	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. (Omitted) 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~~ ~~p~~laced on record.	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. (Omitted) Vote counting for shareholders meeting proposals or elections shall beconducted in public at the place of the shareholders meeting. Immediately after vote counting has
		been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall
		be announced on-site at the meeting ,and a record made of the vote.
Article 15 Section 1	The election of directors~~and~~ ~~s~~ ~~upervisors~~ 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. (Omitted)	The election of directors at the shareholders meeting shall be in accordance with theregulations governing the electionof directors made by the Company, and shall announce the election results on the spot,including the elected name list of the directors and the elected numbers of votes . (Omitted)	The delete the wording of supervisor according to the establishm ent of audit committee
Article 20-1	~~Aft th tbliht f th dit~~	Deleted	To delete this clause according to the establishm ent of audit committee
	~~er e esasmen o e au~~ ~~committee of the Company, the~~ ~~rules in relation to the supervisors~~ ~~of this Rule will no longer apply.~~

Attachment 8

Comparative table for Amendments to Election Rules of Directors and Supervisors

Article No.	The current Article	The current Article	The Amended Article	Reasons for Amendme nt
	Election Rules of Directors ~~Su~~ ~~pervisors~~	~~and~~	Election Rules of Directors	To amend in order to accompan y the establishm ent of Audit Committee
Article 1	The election of directors~~and~~ ~~supervisors~~ ~~o~~f the Company, unless otherwise provided by the laws or in the Articles of Incorporations, shall in all cases be in conducted in accordance with these Rules.		The election of directors ~~o~~f the Company, unless otherwise provided by the laws or in the Articles of Incorporations, shall in all cases be in conducted in accordance with these Rules.	To amend in order to accompan y the establishm ent of Audit Committee
Article 2	The election of directors~~and~~ ~~supervisors~~ ~~s~~hall adopt a single disclosed cumulative voting method, in the process of electing directors, each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates.~~The election of~~ ~~supervisors shall apply the same~~ ~~method.~~ ~~T~~he registration of electors’ name may be substituted for the number of attendance card printed on votes.		The election of directors shall adopt a single disclosed cumulative voting method, in the process of electing directors, each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates. The registration of electors’ name may be substituted for the number of attendance card printed on votes.	To amend in order to accompan y the establishm ent of Audit Committee
Article 4	The number of directors~~and~~ ~~supervisors~~ of the company shall be in accordance with the number of available seats prescribed in the Articles of Incorporation of the Company. Those candidates with the greatest numbers of ballots representingvotingrights shall be		The number of directors of the C ompany shall be in accordance with the number of available seats prescribed in the Articles of Incorporation of the Company. Those candidates with the greatest numbers of ballots representing votingrights shall be elected as	To amend in order to accompan y the establishm ent of Audit Committee

Article No.	The current Article	The current Article	The Amended Article	Reasons for Amendme nt
	~~respectively~~ elected as ~~independent~~ ~~d~~irectors~~,~~ ~~dit i~~	~~non~~ ~~-~~ ~~iddt~~	directors in order of number of ballots received. In case two or more persons have received the same number of voting right, and the number of persons would exceed the prescribed number of available seats, the persons with the same number of voting rights shall draw lots to decide election; the Chairman shall draw lots on behalf of any selected person who are not present.
Article 5	The Company~~has adopted~~ ~~candidates nomination system for~~ election of the directors~~and~~ ~~supervisors. The board of~~ ~~directors of the Company or any~~ ~~hhld hldi 1% f~~		The directors’election of the Company shall conduct according to the candidates’ nomination system and procedurepursuant to Article 192-1 of the Company Act .	To amend in order to accompan y the establishm ent of Audit Committee
	~~sareoer ong or more o~~ ~~the total number of outstanding~~ ~~h id b th C~~
	~~sares ssue y e ompany ma~~ ~~y~~ ~~submit to the Company a roster of~~ ~~director and supervisor candidates~~ ~~according to the Company Act and~~ ~~relevant laws and regulations.~~ ~~The Company shall, prior to the~~ ~~share transfer suspension date~~ ~~dedicated before the meeting date~~ ~~of a shareholders' meet~~ ~~ing,~~ ~~announce in a public notice, the~~ ~~id f ti th iti~~
	~~pero or accepng e nomnaon~~ ~~of director and supervisor~~ ~~candidates, the quota of directors~~ ~~and~~ ~~supervisors~~ ~~to be elected, the~~ ~~place designated for accepting the~~ ~~roster of director and supervisor~~ ~~candidates nomin~~ ~~ated, and other~~ ~~necessary matters. The~~ ~~qualification of the independent~~ ~~director of the Company shall be~~ ~~comply with relevant laws and~~ ~~regulations.~~
Article 6	~~The ballots of directors, with~~ non- independent and independent directors elected at the same time,		Non-independent and independent directorsshall be elected at the same time,but in separately	To amend the wording

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	but in separately calculated numbers and in respectively elected.	calculatednumbers of independent director, non-independent director and candidate to whom the ballots cast represent a prevailing number of votes shall be in respectively electedin order .	according to actual practice
		elected
Article 8	If the selected person is shareholder, the elector shall explicitly specify the selected person’s name on the column of “Electee” of the ballot and~~shall~~ ~~mark out~~ ~~t~~he shareholder account numbe~~r.~~ ~~If the selected person~~ ~~i~~s not a shareholder,~~the elector shall~~ explicitly specify the selected person’s name and the ID certificate number~~on the column of “Electee”~~ ~~of the ballot~~ ~~.~~ But if~~the selected person is the~~ government or a juristic person, it is required to write the~~full name~~ of the government or juristic person, or the name of its representative on behalf of the government or juristic person.	If theelectee is shareholder, the elector shall explicitly specify the selected person’s name on the column of “Electee” of the ballot, the shareholder account number; If not a shareholder, he or sheshall explicitly specify the selected person’s nameand the ID certificate number . But if a government or a juristic personshareholder is a candidate to be elected ,it is required to write the name of the government or juristic personon the account name of the candidate to be elected on the ballot	To amend the wording according to actual practice
		or may also fill in the name of its representative on behalf of the government or juristic person;if there are numerous representatives,
		it is required to respectively fill in the names of the representatives.
Article 11	Each director-elect~~and su~~ ~~pervisor~~ ~~-~~ ~~elect~~ will be awarded respectively election notice by Board of Directors.	Each director-elect will be awarded respectively election notice by Board of Directors.	To amend in order to accompan y the establishm ent of Audit Committee
Article 12-1	After the establishment of the audit committee of the Company, the rules in relation to the supervisors of this Election Rules will no longer apply.	Deleted	To delete this clause in order to accompan y the establishm ent of Audit Committee
Article 13	These Rules were adopted on May 19,2004. The first amendment was	These Rules were adopted on May 19,2004. The first amendment was	To add the amendmen

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	made on June 13, 2007. The second amendment was made on June 29, 2012. The third amendment was made on June 8, 2015.	made on June 13, 2007. The second amendment was made on June 29, 2012. The third amendment was made on June 8, 2015.The fourth amendment wad made on June 24, 2016.	t history.
		2016.

Attachment 9

Comparative table for Amendments to

Operating Procedure Governing the Acquisition and Disposal of Assets

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
Article 7 Section 2 Clause 1	(I) In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. Omit the rest.	(I) In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be agreed by more than 1/2 of the members of the Audit Committees and shall be submitted for approval in advance by the board of directorsand shall apply to the rules set forth under Section 2 and Section 3 of Article 16 .The same procedure shall be followed for any future changes to the terms and conditions of the transaction. Omit the rest.	To amend in order to accompan y the establishm ent of Audit Committee
Article 7	(II)Authorization Level 1. Acquisition or disposal of	(II)Authorization Level 1. Acquisition or disposal of	To amend in order to

Article No.	The current Article		The Amended Article	Reasons for Amendme nt
Section 3 Clause 2	real property or equipment with the transaction amount less than (including) NT$300 million, to authorize responsible unit to decide and execute; for transaction amount more than NT$300 million, it shall be approved in advance by the board of directors before conducting such transaction. Omit the rest.	real property or equipment with the transaction amount less than (including) NT$300 million, to authorize responsible unit to decide and execute; for transaction amount more than NT$300 million, it shallbe agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction, and it shall apply to the rules set forth under Section 2 and Section 3 of Article 16 . Omit the rest.		accompan y the establishm ent of Audit Committee
Article 8 Section 3	3. Decision Procedure of Transaction Conditions and Authorization Amount (1) For the government bonds, corporate bonds, financial bonds, securities representing interest in a fund, and asset-backed securities set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 20% of the paid- in capital, it is authorized to be decided and executed by the highest financial officer. If the transaction amount reaches more than 20% of the paid-in capital of the company, it shall be submitted and approved in advance by the board of directors before conducting such transaction. (2) For the stocks, depositary receipts, call (put) warrants, beneficial interest securities, set forth under Section 1	3. Decision Procedure of Transaction Conditions and Authorization Amount (1) For the government bonds, corporate bonds, financial bonds, securities representing interest in a fund, and asset-backed securities set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 20% of the paid- in capital, it is authorized to be decided and executed by the highest financial officer. If the transaction amount reaches more than 20% of the paid-in capital of the company, it shallbe agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction,and it shall apply to the rules set forth under Section 2 and Section		To amend in order to accompan y the establishm ent of Audit Committee

Article No.	The current Article		The Amended Article	Reasons for Amendme nt
	Article 3 of this Procedure, if the transaction amount does not reach (including) 5% of the paid-in capital, it is authorized to be decided and executed by each responsible unit. If the transaction amount reaches more than 5% of the paid-in capital of the company, it shall be submitted and approved in advance by the board of directors before conducting such transaction.	(2)	3 of Article 16 . For the stocks, depositary receipts, call (put) warrants, beneficial interest securities, set forth under Section 1 Article 3 of this Procedure, if the transaction amount does not reach (including) 5% of the paid-in capital, it is authorized to be decided and executed by each responsible unit. If the transaction amount reaches more than 5% of the paid-in capital of the company, it shallbe agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction,and it shall apply to the rules set forth under Section 2 and Section 3 of Article 16 .
Article 9 Section 2 Clause 2	(2) Authorization Level For the transaction amount does not reach (including) NT$300 million, it is authorized to be decided and executed by the responsible unit; for the transaction amount reached more than NT$ 300 million, it shall be submitted and approved in advance by the board of directors before conducting such transaction.	(2)Authorization Level For the transaction amount does not reach (including) NT$300 million, it is authorized to be decided and executed by the responsible unit; For the transaction amount reached more than NT$ 300 million, it shallbe agreed by more than 1/2 of the members of the Audit Committees and be approved in advance by the board of directors before conducting such transaction,and it shall apply to the rules set forth under Section 2 and Section 3 of Article 16 .		To amend in order to accompan y the establishm ent of Audit Committee
Article 10 Section 2	When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a relatedpartyand the	When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a relatedpartyand the		To amend in order to accompan y the establishm ent of

The current Article	The Amended Article	Reasons for Amendme nt
transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors ~~and reco~~ ~~gnized by the supervisors~~ ~~,~~ ~~d th bd f dit hll tk~~	transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by more than 1/2 of the members of the Audit Committees and approved by the board of directors,and it shall apply to the rules set forth under Section 2 and Section 3 of Article 16 : (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Clause (1) and (4) of Section 3 of this Article. (4) The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessityof the transaction,	Audit Committee
~~an e oar o recors sa ae~~ ~~into full consideration each~~ ~~independent director's opinions. If~~ ~~an independent director objects to~~ ~~ti bt~~
~~or expresses reservaons aou any~~ ~~matter, it shall be recorded in the~~ ~~minutes of the boar~~ ~~d of directors~~ ~~meeting~~ ~~:~~ (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Clause (1) and (4) of Section 3 of this Article. (4) The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the company and the related party. (5)Monthlycash flow forecasts for

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (7) Restrictive covenants and other important stipulations associated with the transaction.	and reasonableness of the funds utilization. (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (7) Restrictive covenants and other important stipulations associated with the transaction. The board of directors shall take into full consideration each independent director's opinions during the above discussion. If an
		independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 10 Section 3 Clause 5	(5) When the Company intends to acquire real property from a related party….(Omitted) 2.~~The supervisor~~ ~~s~~hall handle according Article 218 of the Company Act. 3. Actions taken pursuant to Point 1 and Point 2 of Clause 5, Section 3 of this~~Clause~~ shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.	(5) When the Company intends to acquire real property from a related party….(Omitted) 2.The independent directors shall handle according Article 218 of the Company Act. 3. Actions taken pursuant to Point 1 and Point 2 of Clause 5, Section 3 of this~~Article~~ shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investmentprospectus.	To amend in order to accompan y the establishm ent of Audit Committee
Article 12 Section 1	(1) When conducting a merger, demerger, acquisition, or transfer of shares, the Company is better to engage an attorney, Copeland securities underwriter to together discuss and decide on the estimated timetable of legal procedure and to form special project team to execute according to the legal procedure. ~~Also, prior to convening the~~	(1) When conducting a merger, demerger, acquisition, or transfer of shares, the Company is better to engage an attorney, CPA, and securities underwriter to together discuss and decide on the estimated timetable of legal procedure, and to form special project team to execute according to the legal procedure. Prior to convening the board of	To amend in order to accompan y the establishm ent of Audit Committee

	The current Article		The Amended Article
~~board of directors to resolve on~~ ~~the matter, the Company shall~~ ~~engage a CPA, attorney, or~~ ~~securities und~~ ~~erwriter to give an~~ ~~opinion on the reasonableness of~~ ~~the share exchange ratio,~~ ~~acquisition price, or distribution~~ ~~of cash or other property to~~ ~~shareholders, and submit it to the~~ ~~board of directors for~~ ~~deliberation and passage.~~ (2) The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures,and thepreliminary	~~board of directors to resolve on~~ ~~the matter, the Company shall~~ ~~engage a CPA, attorney, or~~ ~~iti d~~ ~~it t i~~	directors of the Company to resolve on the merger matter, the Audit Committee will review and decide on the on the fairness and reasonableness of this merger plan and the transaction according to the Securities and Exchange Act and to submit such review result to the board of directors. When the Audit Committee conducting review, it shall engage independent expertise to give opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders. (2) The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article, review result of the Audit Committee when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene orpass a resolution due	directors of the Company to resolve on the merger matter, the
			Audit Committee will review and decide on the on the fairness
	~~secures un~~ ~~erwrer o gve an~~ ~~ii th bl f~~
			and reasonableness of this merger plan and the transaction according to the Securities and Exchange Act and to submit such review result to the board of directors. When the Audit Committee conducting review, it shall engage independent expertise to give opinion on the reasonableness of the share exchange ratio, acquisition price,
	~~opnon on e reasonaeness o~~ ~~the share exchange ratio,~~ ~~iiti i ditibti~~
	~~acquson prce, or sruon~~ ~~of cash or other property to~~ ~~hhld d bit it t th~~

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	date of the next shareholders meeting.	to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.
Article 12 Section 2 Clause 1	(1) Date of the board meeting: A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise o~~r this~~ ~~C~~ommission is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise o~~r this~~ ~~C~~ommission is notified in advance of extraordinary circumstances and grants consent.	(1) Date of the board meeting: A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or theFSC is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or theFSC is notified in advance of extraordinary circumstances and grants consent.	To amend the wording.
Article 12 Section 2 Clause 5	(5) The variation of~~add~~ of participating companies of the merger, demerger, acquisition, or share transfer: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company,all of the	(5) The variation ofnumber of participating companies of the merger, demerger, acquisition, or share transfer: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company,all of the	To amend the wording.

Article No.		The current Article	The current Article		The Amended Article	Reasons for Amendme nt
		participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.			participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
Article 14	1. ~~2~~	The subsidiaries shall adopt the “Operational Procedures for the Acquisition or Disposal of Assets” in compliance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. ~~If a subsidiary belongs to non~~ ~~-~~ ~~public offering company, such~~ ~~d d it ii hll~~		1. 2. 3.	The Company shall see to it that its subsidiaries adopt the “Operational Procedures for the Acquisition or Disposal of Assets” in compliance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and shall comply with such procedure . For a subsidiary does not belong to public offering company, if the acquisition or disposition of assetshall be announced and reported pursuant to ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the Company will announce and reportfor the subsidiary. The so called “reach 20% of the paid-in capital or 10% of the total asset of the company” of the announcement and report standard of the subsidiary shall be the same as our company’s paid-in capital.	To simplify the clause content and to revise the wording.
	~~.~~ ~~3~~ ~~.~~
		~~proceure an s revson sa~~ ~~be passed by the board of~~ ~~directors of such subsidiaries;~~ ~~If a subsidiary belongs to~~ ~~a~~ ~~public of~~ ~~fering company, such~~ ~~d d it ii~~ ~~hll~~
		~~proceure an s revson~~ ~~sa~~ ~~abide by the rules set forth~~ ~~under “Regulations Governing~~ ~~th Aiiti d Dil f~~
		~~e cquson an sposa o~~ ~~Assets by Public Companies”~~ ~~and be passed by the board of~~ ~~dit f h bidi b~~
		~~recors o suc susary, e~~ ~~recognized by the sup~~ ~~ervisors,~~ ~~and be consented by the~~ ~~shareholders meeting.~~ For a subsidiary does not belong to public offering company, if the acquisition or disposition of asset~~reaches the~~
			~~reaces e~~

Article No.		The current Article	The Amended Article	Reasons for Amendme nt
	~~4~~ ~~.~~	~~tdd t fth d Atil~~
		~~sanar se or uner rce~~ ~~30 and Article 31 of~~ the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the Company~~will handle~~ the announcement and report matte~~r for such subsidiary~~ ~~.~~ The so called “reach 20% of the paid-in capital or 10% of the total asset of the company” of the announcement and report standard of the subsidiary shall be the same as our company’s paid-in capital.
Article 16	Implementation and Revision ~~After~~ ~~t~~he Procedures have been approved by the board of directors, ~~they shall be submitted to each~~ ~~supervisor,~~ ~~a~~nd then to a shareholders' meeting for approval; the same applies when the procedures are amended. ~~If any director expresses dissent~~ ~~d it i tid i th it~~		Implementation and Revision The Proceduresshall be agreed by more than 1/2 of all members of the	To amend in order to accompan y the establishm ent of Audit Committee
			audit committee and to be approved by the board of directors, and then shall be submitted to a shareholders’ meeting for approval; the same applies when the procedures are amended. If the Procedure has not be agreed by more than 1/2 of all members of
	~~an s conane n e mnues or~~ ~~a written~~ ~~statement, the company~~ ~~shall submit the director's~~ ~~dissenting opinion to each~~ ~~supervisor~~ and shall take into full consideration each independent director's opinions~~and~~ ~~shall be~~ ~~recorded in the minutes of the~~ ~~board of directors meeting.~~
			the audit committee pursuant to Section 1, it may also be agreed by more than 2/3 of all the board of directors and the resolution of the audit committee shall be recorded in the meeting minutes of the board
			of directors. The entire members of the audit committee and entire board of directors as used in the previous paragraph shall be calculated as the
			number of members and directors actually in office. During the discussion of the board of directors ,it shall take into full consideration each independent director's opinions,if an independent director objects to or expresses reservations about any matter, it shall be recorded in the

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
		minutes of the board of directors meeting.

Attachment 10

Comparative table for Amendments to

Procedures for Engaging in Derivatives Trading

	Procedures for Engaging	in Derivatives Trading	in Derivatives Trading
Article No.	The current Article	The Amended Article		Reasons for Amendme nt
Article 2	The Procedure is made pursuant to Article 36-1 of Securities and Exchange Act and “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” announced by the Financial Supervisory Commission	1. “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by Financial Supervisory Commission Jin Guan Zheng Fa Ji Order no. 1020053073 on Dec. 30 2013. 2. International Accounting Standards No. 39“ Financial Instruments: Recognition and Measurement” approved by Financial Supervisory Commission Jin Guan Zheng Shen Ji Order no. 1030010325 on April 3rd 2014. 3. International Accounting Standards No. 32“ Financial Instruments: Presentation”approved by Financial Supervisory Commission Jin Guan Zheng Shen Ji Order no. 1030010325 on April 3rd 2014. 4. International Financial Reporting		Revised in accordance with regulations
			Standards No. 7“ Financial Instruments: Disclosures”approved by Financial Supervisory Commission Jin Guan Zheng Shen Ji Order no. 1030010325 on April 3rd 2014.
Item 4 of Section 1 of Article 4	Distinguished by market: 1. Markets of derivatives trading can be divided into: (1)Primary (issue) market (2)Secondary market- exchange market, OTC market~~(including~~ ~~financial institute~~ ~~)~~	Distinguished by market: 1. Markets of derivatives trading can be divided into: (1)Primary (issue) market (2)Secondary market- exchange market, OTC market		Coordinate d with company operation and revised the wording.
Item 5 Section 2 of	(5)Transaction parties: All derivative transactions~~r~~ ~~eferred~~ ~~to in thisprocedure~~ ~~t~~hat the	(5)Transaction parties: All derivative transactions that the Companycarries out shall be		Coordinate d with company

Article No.		The current Article	The Amended Article	Reasons for Amendme nt
Article 4		Company carries out shall be conducted by the Financial Department of the controlling (mother) Company. If national conditions or regulations of foreign countries in which subsidiaries are located are different, the subsidiary shall act as the transaction party. However, the signature of contract, actual trading and post- event controls shall be executed by the controlling (mother) Company.	conducted by the Financial Department of the controlling (mother) Company. If national conditions or regulations of foreign countries in which subsidiaries are located are different, the subsidiary shall act as the transaction party. However, the signature of contract, actual trading and post- event controls shall be executed by the controlling (mother) Company.	operation and revised the wording.
Item 2 of Section 3 of Article 4	3.	If there are any abnormal situations in the market price evaluation reports (such as the held position has exceeded the loss limit), the high-level manager shall report to the board of directors immediately and take necessary measures to deal with the situation.~~If our~~ ~~company has i~~ ~~ndependent~~ ~~directors,~~ an independent director shall be present at the meetingand express an opinion.	3. If there are any abnormal situations in the market price evaluation reports (such as the held position has exceeded the loss limit), the high-level manager shall report to the board of directors immediately and take necessary measures to deal with the situation. An independent director shall be present at the meeting and express an opinion.	Coordinate d with company operation and revised the wording.
Item 7 of Section 3 of Article 4	(7) Accounting Department: 1. Make accounting voucher and keep accounts according to the dealing slips of the trading unit, generally accepted accounting ~~handling~~ principles,~~and related~~ ~~S~~ ~~tatement of Financial~~ ~~Accounting Sta~~ ~~ndards~~ ~~,~~ (in the case of special products, it shall consult with the CPA). 2. The profit and loss of same account (such as profit and loss on exchange) shall be divided into respective profit and loss and total net profit and loss according to the hedged items and hedging trades when settling profit and loss at the end of term (monthly, quarterly, ~~semi~~ ~~-~~		(7) Accounting Department: 1. Make accounting voucher and keep accounts according to the dealing slips of the trading unit, generally accepted accounting principles, (in the case of special products, it shall consult with the CPA). 2. The profit and loss of same account (such as profit and loss on exchange) shall be divided into respective profit and loss and total net profit and loss according to the hedged items and hedging trades when settling profit and loss at the end of term (monthly, quarterly, annually). The profit and loss of Non- hedgingtransactions shall be	Coordinate d with company operation and revised the wording.

Article No.		The Amended Article	Reasons for Amendme nt
	~~annual,~~ ~~a~~nnually). The profit and loss of Non-hedging transactions shall be listed separately. 3. The disclosure of derivative products transactions in financial reports~~(semi~~ ~~-~~ ~~annual,~~ ~~a~~nnually) shall be in accordance with Paragraph 3 and 4 of Article 2 hereof.	listed separately. 3. The disclosure of derivative products transactions in financial reports (quarterly, annually) shall be in accordance with Paragraph 3 and 4 of Article 2 hereof.
Item 8 of Section 3 of Article 4	(8) Audit Department 2. Be regularly informed as to the fairness of the internal controls, and make recommendation reports on a monthly basis.~~Each~~ ~~supervisor~~ ~~s~~hall be notified in writing of any serious violations. Omit the rest.	(8) Audit Department 2. Be regularly informed as to the fairness of the internal controls, and make recommendation reports on a monthly basis. Audit Committee shall be notified in writing of any serious violations. Omit the rest.	Coordinate d with Audit Committee
Item 3 of Section 4 of Article 4	(3)Cycle frequency of performance appraisal: 2. The evaluation on non-hedging transaction for derivatives ~~according to market value~~ shall be at least once per week. Omit the rest.	(3)Cycle frequency of performance appraisal: 2. The evaluation on non-hedging transaction for derivatives shall be at least once per week. Omit the rest.	Coordinate d with company operation and revised the wording.
Section 5 of Article 4	5. Contract amount: the total contract amount of derivatives transactions the Company can be engaged in. (1)Interest: The total remaining amount of overall~~interest hedging~~ contract at any time shall be limited within and shall not exceed the hedging requirement derived from identifiable mid-term and long-term loans (including loan agreements which the company has borrowed funds and agreements has been signed but not yet borrow funds), and the loss ceiling of all part and individual contract shall be 20% of transaction principal of all of the contracts	5. Contract amount: the total contract amount of derivatives transactions the Company can be engaged in. (1)Interest: The total remaining amount of overall contract at any time shall be limited within and shall not exceed the hedging requirement derived from identifiable mid-term and long-term loans (including loan agreements which the company has borrowed funds and agreements has been signed but not yet borrow funds), and the loss ceiling of all part and individual contract shall be 20% of transaction principal of all of the contracts and individual contract.	Coordinate d with company operation and revised the phrases.

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	and individual contract. (2)Exchange rate: The total amount of~~hedging~~ ~~transaction~~ agreements of the Company at any time shall not exceed 80% of actual risk part of the future 12 months, and loss ceiling of single transaction and contract total amount shall be 20% of the transaction principle;~~the total~~ ~~amount of non~~ ~~-~~ ~~hedging~~ ~~transaction agreemen~~ ~~ts shall~~ ~~not exceed actual risk part for~~ ~~the future 12 months, and its~~ ~~loss shall be at the ceiling of~~ ~~5% of the transaction principal~~ ~~of single transaction and total~~ ~~contract amount.~~ Omit the rest	(2)Exchange rate: The total amount of agreements of the Company at any time shall not exceed 80% of actual risk part of the future 12 months, and loss ceiling of single transaction and contract total amount shall be 20% of the transaction principle. Omit the rest
Section 1 of Article 5	Authorized Amount, Authorization Level and Execution Unit: (1) Chairman of the Board: the authorized amount is the equivalent of US$100 million ~~(included)~~ or more. (2) General Manager: the authorized amount is US$80 million~~(included)~~ to US$100 million. (3) Senior executives designated by the board of directors: the authorized amount is US$50 million~~(included)~~ to US$80 million. (4) Financial Executive: the authorized limit is below $50 million. (5) Execution Unit: Finance ~~Department.~~ The above authorization limits refer to the total value of each contract in derivative trading. The chairman is authorized to adjust the authorized amount in response to changingcircumstances,but shall	Authorized Amount, Authorization Level and Execution Unit: (1) Chairman of the Board: the authorized amount is the equivalent of US$100 million or more. (2) General Manager: the authorized amount is US$80 million to US$100 million (included). (3) Senior executives designated by the board of directors: the authorized amount is US$50 million to US$80 million (included). (4) Financial Executive: the authorized limit is below $50 million (included). (5) Execution Unit: Finance Directorate General. The above authorization limits refer to the total value of each contract in derivative trading. The chairman is authorized to adjust the authorized amount in response to changingcircumstances,but shall	Coordinate d with company operation and revised the phrases.

Article No.	The current Article	The current Article	The current Article	The Amended Article	Reasons for Amendme nt
	report to the board of directors after the adjustment. Skipover the restparts.			report to the board of directors after the adjustment. Skipover the restparts.
Article 6	Public announcement ~~offering.~~		~~after public~~	Public announcement	Coordinate d with company operation and revised the phrases.
Article 7	1. 2.	Standards adopted: Recognition and measurement in accounting shall be performed according to ~~the Statement of Financial~~ ~~Accounting Standards~~ issued by the Financial Accounting Standards Board of the Accounting Research and Development Foundation of Republic of China, as well as generally accepted accounting practices. Items to be disclosed: The relevant regulations~~and above~~ ~~Statement of Financial~~ ~~Accounting Standards~~ shall be followed in deciding which items (such as the items listed in Paragraph 3 and 4 of Article 2) shall be disclosed.		1. Standards adopted: Recognition and measurement in accounting shall be performed according to generally accepted accounting practices issued by the Financial Accounting Standards Board of the Accounting Research and Development Foundation of Republic of China. 2. Items to be disclosed: The relevant regulations and above generally accepted accounting practices shall be followed in deciding which items (such as the items listed in Paragraph 3 and 4 of Article 2) shall be disclosed.	Coordinate d with company operation and revised the phrases.
Article 10	After these procedures are approved by the board of directors it shall be submitted to~~all~~ ~~supervisors~~ ~~a~~nd ask the shareholders’ meeting for approval. The same procedure applies for any future amendments In the case of any objection in oral or written form presented by directors, the Company shall refer the objection to~~the supervisors.~~ These Procedures were made on May 19 2004. The first amendment was made on June 19 2009. The second amendment was made on			These procedures must be approved by more than half of all audit committee members and then approved by the board of directors and then to a shareholders' meeting for approval. The same procedure applies for any future amendments If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be	Coordinate d with Audit Committee

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	April 9 2010.	recorded in the minutes of the board of directors meeting. The terms "all audit committee members" hereof and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. The discussion of the board of directors with respect to these procedures should take full consideration of each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 11		These Procedures were made on May 19 2004. The first amendment was made on June 19 2009. The second amendment was made on April 9 2010. The third amendment was made on June 24 2016.	To add revision history.

Attachment 11

Comparative table for Amendments to Operating Procedure Governing Loaning of Funds

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
Article 3	According to the Company Act…(Omitted) The above short-term financing shall not exceed 40 percent of the lender's net worth. The term "short-term" as used in the preceding paragraph means one year, or where the company's operating cycle exceeds one year, one operating cycle (the longer one shall prevail). The restriction of 40% of net worth shall not apply to inter-company loans of funds between foreign companies in which the public company holds, directly or indirectly, 100% of the voting shares. However, the above loans shall not exceed~~100%~~ ~~n~~et worth ~~limit~~ of the Company and the financing duration shall not apply to one year or one operating cycle. However, it shall be limited within 5years.	According to the Company Act…(Omitted) The above short-term financing shall not exceed 40 percent of the lender's net worth. The term "short-term" as used in the preceding paragraph means one year, or where the company's operating cycle exceeds one year, one operating cycle (the longer one shall prevail). The restriction of 40% of net worth shall not apply to inter-company loans of funds between foreign companies in which the public company holds, directly or indirectly, 100% of the voting shares. However, the above loans shall not exceed net worth of the Company and the financing duration shall not apply to one year or one operating cycle. However, it shall be limited within 5 years.	To revise the wording
Article 4 Section 1	1. Total amount of loaning funds: The total amount of loaning funds shall not exceed~~the limit~~ ~~of~~ ~~4~~0% of the Company's net worth, however, where an inter- company or inter-firm short- term financing facility is necessary, the aggregated balance of short term financing funds shall not exceed 30% of the Company’s net worth.	1. Total amount of loaning funds: The total amount of loaning funds shall not exceed 40% of the Company's net worth, however, where an inter- company or inter-firm short- term financing facility is necessary, the aggregated balance of short term financing funds shall not exceed 30% of the Company’s net worth.	To revise the wording
Article 6	1. Before loaning funds to others, the Company shall review carefully whether it comply to this Operation Procedures, and the estimation result under	1. Before loaning funds to others, the Company shall review carefully whether it comply to this Operation Procedures, and the estimation result under	To amend according to the establishm ent of the

Article No.	The current Article		The Amended Article	Reasons for Amendme nt
	Article 9 shall be submitted to the board of directors for resolution, it shall not be authorized to other person to decide. 2. When there is independent director, it shall take into full consideration each independent director's opinions in relation to loaning funds, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Omit the rest.	Article 9shall be agreed by more than 1/2 of the entire members of the audit committee and to be submitted to the board of directors for resolution, it shall not be authorized to other person to decide.If the proposal has not be agreed by more than 1/2 of all members of the audit committee, it may also be agreed by more than 2/3 of all the board of directors and the resolution of the audit committee shall be recorded in the meeting minutes of the board of directors. 2. During the discussion of the board of directors, it shall take into full consideration each independent director's opinions, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Omit the rest.	Article 9shall be agreed by more than 1/2 of the entire members of the audit committee and to be submitted to the board of directors for resolution, it shall not be authorized to other person to decide.If the proposal has not be agreed by more than 1/2 of all members of the audit committee, it may also be agreed	audit committee
			by more than 2/3 of all the board
			of directors and the resolution of
			the audit committee shall be recorded in the meeting minutes
Article 13 Section 3	3. If there is change of circumstances of the Company causing the financing subject does not conform to the standard or the loaning amount exceeds the limit, the Company shall prepare an improvement plan and submit such improvement plan to~~each~~ ~~supervisor~~ ~~,~~and to complete the improvement according to the plan schedule in order to recover financing funds which does not conform to the regulations or over the limits.	3. If there is change of circumstances of the Company causing the financing subject does not conform to the standard or the loaning amount exceeds the limit, the Company shall prepare an improvement plan and submit such improvement plan tothe audit committee ,and to complete the improvement according to the plan schedule in order to recover financing funds which does not conform to the regulations or over the limits.		To amend according to the establishm ent of the audit committee
Article 14	The internal audit personnel shall audit the procedure and execution situation of loaning funds at least each season and render in written records. If major violation is found, the auditpersonnel shall inform	The internal audit personnel shall audit the procedure and execution situation of loaning funds at least each season and render in written records. If major violation is found, the auditpersonnel shall inform		To amend according to the establishm ent of the audit

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	~~each supervisor~~ in writing immediately.	audit committee in writing immediately.	committee
		immediately.
Article 19	After the Procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor and for the discussion of the shareholders’ meeting. The same applies when the procedures are amended. The Operating Procedure Governing Loaning of Funds of the Company’s subsidiaries shall be resolved by the board of directors of such subsidiaries; the same applies when the procedures are amended. If there independent director is established in the Company, when the Operation Procedures is submitted to the discussion of the board of directors according to Section 1 of this Article, it shall take into full consideration each independent director's opinions, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	The Proceduresshall be agreed by more than 1/2 of the entire members of the audit committee and to be approved by the board of directors, and then shall be submitted to a shareholders’ meeting for approval; the same applies when the procedures are amended. If the Procedure has not be agreed by more than 1/2 of all members of	To amend according to the establishm ent of the audit committee
		the audit committee pursuant to Section 1, it may also be agreed by more than 2/3 of all the board of directors and the resolution of the audit committee shall be recorded in the meeting minutes of the board
		of directors. The entire members of the audit committee and entire board of directors as used in the previous paragraph shall be calculated as the
		number of members and directors actually in office. During the discussion of the board of directors, it shall take into full consideration each independent director's opinions, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. The Operating Procedure Governing Loaning of Funds of the Company’s subsidiaries shall be resolved by the board of directors of such subsidiaries; the same applies when the procedures are amended.

Attachment 12

Comparative table for Amendments to

Operating Procedure Governing Endorsement and Guarantee

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
Article 4 Section2 and Section 3	Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares. The Company~~fulfills its~~ ~~contractual obligations by~~ ~~providing mutual~~ ~~endorsements/guarantees for~~ ~~another company in the same~~ ~~industry or for joint builders for~~ ~~purposes of undertaking a~~ ~~construction project, or~~ where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages,~~or where companies in~~ ~~the same industry provide among~~ ~~themselves joint and several~~ ~~security for a performance~~ ~~gua~~ ~~rantee of a sales contract for~~ ~~tti h t t~~	Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the net worth of the public company, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares. The Company where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the public company holds 100% of the voting shares.	To revise according to the Company’ s current status
	~~pre~~ ~~-~~ ~~consrucon omes pursuan o~~ ~~the Consumer Protection Act for~~ ~~each other~~ ~~,~~such endorsements/guarantees may be made free of the restriction of the precedingtwoparagraphs.
Article 5 Section 1	Other than the terms prescribed under Section 2 Article 6 of this Operation Procedure, the endorsements/guarantees ceilingof	Other than the terms prescribed under Section 2 Article 6 of this Operation Procedure, the endorsements/guarantees ceilingof	To revise according to the need of

The current Article	The current Article	The Amended Article	Reasons for Amendme nt
the Company and its subsidiaries are as follows: 1. The~~aggregate~~ endorsements/guarantees amount~~to others~~ ~~o~~f the Company and the subsidiaries as a whole shall not exceed 50% of the Company’s net worth. 2.~~The total~~ ~~endorsement/guarantee~~ ~~s~~ ~~amount of the Company made~~ ~~to the~~ ~~c~~ ~~ompanies in which the~~ ~~Company holds, directly or~~ ~~indirectly, 50% or more of the~~ ~~voting shares shall not exceed~~ ~~100% of the Company’s net~~ ~~worth.~~ 3.~~The total~~ ~~endorsement/guarantees~~ ~~amount of the Company made~~ ~~to~~ ~~any sin~~ ~~gle entity other than~~ ~~the entity prescribed under~~ ~~Section 2 hereof shall not~~ ~~exceed 0.5% of the Company’s~~ ~~net worth and shall be limited~~ ~~by the net worth of the~~ ~~company receiving such~~ ~~endorsement/guarantees. The~~ ~~total amount shall not exceed~~ ~~1% of the Comp~~ ~~any’s net~~ ~~worth.~~ 4. Where an ~~endorsement/guarantee is~~ ~~made~~ ~~d~~ue to needs arising from business dealings,~~other~~ ~~than prescribed under the~~ ~~above rules~~ ~~, the limit~~ ~~f~~or endorsement/guarantee to any single~~object~~ shall not exceed ~~the purchase amount or sales~~ ~~amo~~ ~~unt, whichever is higher,~~ ~~during the 12 month period~~ ~~prior to such~~ ~~endorsement/guarantee.~~		the Company and its subsidiaries are as follows: 1. The aggregate endorsements/guarantees amount for any single entity that the public company and its subsidiaries as a whole are permitted to make shall not exceed 50% of the Company’s net worth. 2. The total endorsements/guarantees amount of the Company and the endorsements/guarantee amount toward a single entity shall not exceed 50% of the Company’s net worth. 3. Where an endorsement/guarantee is made due to needs arising from business dealings, the endorsement/guarantee amount madeto any single entity shall not exceed1% of the Company’s net worth and shall be limited by the net worth of the company receiving such endorsement/guarantees. It also shall not exceed the 12 months amount of business dealings between the two parties before the such endorsement/guarantees (for the amount of business dealings used in this clause shall mean the purchase or sales amount, which ever is higher).	Company’ s developme nt and operation
	~~amoun o e ompany mae~~ ~~to the~~ ~~c~~ ~~ompanies in which the~~ ~~Company holds, directly or~~ ~~iditl 50% f th~~
	~~nrecy, or more o e~~ ~~ti h hll t d~~
	~~vong sares sa no excee~~ ~~100% of the Company’s net~~ ~~worth.~~ ~~The total~~ ~~endorsement/guarantees~~ ~~t f th C d~~

	~~amoun o e ompany mae~~ ~~to~~ ~~any sin~~ ~~gle entity other than~~ ~~the entity prescribed under~~ ~~Section 2 hereof shall not~~ ~~d 05% f th C’~~
	~~excee . o e ompanys~~ ~~net worth and shall be limited~~ ~~by the net worth of the~~ ~~company receiving such~~ ~~endorsement/guarantees. The~~ ~~total amount shall not exceed~~ ~~1% of the Comp~~ ~~any’s net~~ ~~worth.~~ Where an ~~endorsement/guarantee is~~ ~~made~~ ~~d~~ue to needs arising from business dealings,~~other~~ ~~than prescribed under the~~ ~~above rules~~ ~~, the limit~~ ~~f~~or endorsement/guarantee to any single~~object~~ shall not exceed ~~the purchase amount or sales~~ ~~amo~~ ~~unt, whichever is higher,~~ ~~during the 12 month period~~ ~~prior to such~~ ~~endorsement/guarantee.~~

Article No.	The current Article		The Amended Article	Reasons for Amendme nt
Article 6	1. Before conducting endorsement/guarantees to others, the Company shall review carefully whether it complies with this Operation Procedures, and the estimation result under Clause 2 of Article 7 shall be submitted to the board of directors for resolution. However, to accompany the requirement of time limit, within the total amount limited at 10% of the Company’s net worth and no more than NTD 10,000,000 for any sing entity, the board of directors will authorize the chairman of the board to decide first and to submit to the nearest meeting of the board of directors for further recognition. (There is no revision to Section 2, omitted) 3.~~When there is independent~~ ~~director,~~ it shall take into full consideration each independent director's opinions in relation to loaning funds, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. (There is no revision to Section 4, omitted)	1. Before conducting endorsement/guarantees to others, the Company shall review carefully whether it complies with this Operation Procedures, and the estimation result under Clause 2 of Article 7shall be agreed by more than 1/2 of the entire members of the audit committee and be submitted to the board of directors for resolution.If the proposal has not be agreed by more than 1/2 of all members of the audit committee, it may also be agreed by more than 2/3 of all the board of directors and the resolution of the audit committee shall be recorded in the meeting minutes of the board of directors. However, to accompany the requirement of time limit, within the total amount limited atten percent of the Company’s net worth and no more than NTD 10,000,000 for any sing entity, the board of directors will authorize the chairman of the board to decide first and to submit to the nearest meeting of the board of directors for further recognition. (There is no revision to Section 2, omitted) 3. During the discussion of the meeting of board of directors under Section 1 and 2, it shall take into full consideration each independent director's opinions in relation to loaning funds, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the	Before conducting endorsement/guarantees to others, the Company shall review carefully whether it complies with this Operation Procedures, and the estimation result under Clause 2 of Article 7shall be agreed by more than 1/2 of the entire members of the audit committee and be submitted to the board of directors for resolution.If the proposal has not be agreed by more than 1/2	To revise the wording and to accompan y the establishm ent of the audit committee
			of all members of the audit committee, it may also be agreed by more than 2/3 of all
			the board of directors and the resolution of the audit committee shall be recorded in

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
		minutes of the board of directors meeting. (There is no revision to Section 4, omitted)
Article 7	(There is no revision to Section 1~7, omitted) 8. If there is change of circumstances of the financing and accounting unit of the Company causing the endorsement/guarantees subject does not conform to the standard or the amount exceeds the limit, the Company shall prepare an improvement plan and submit such improvement plan to~~each supervisor~~ ~~,~~and to complete the improvement according to the plan schedule. 9. According to~~No. 9 of~~ ~~Financial Reporting Standards~~ ~~,~~ to evaluate or to recognize contingent loss from the endorsement/guarantee and to disclose endorsement/guarantees information in the financial report, and to provide relevant materials to the CPA to perform necessary audit procedure. (There is no revision to Section 10, omitted)	(There is no revision to Section 1~7, omitted) 8. If there is change of circumstances of the financing and accounting unit of the Company causing the endorsement/guarantees subject does not conform to the standard or the amount exceeds the limit, the Company shall prepare an improvement plan and submit such improvement plan to audit committee ,and to complete the improvement according to the plan schedule. 9.The Company shall evaluate or to recognize contingent loss from the endorsement/guarantee and to disclose endorsement/guarantees information in the financial report, and to provide relevant materials to the CPA to perform necessary audit procedure. (There is no revision to Section 10, omitted)	To revise the wording and to accompan y the establishm ent of the audit committee
Article 9	The internal audit personnel shall audit the procedure and execution situation of endorsement/guarantees at least each season and render in written records. If major violation is found, the audit personnel shall inform~~each supervisor~~ in writing immediately.	The internal audit personnel shall audit the procedure and execution situation of endorsement/guarantees at least each season and render in written records. If major violation is found, the audit personnel shall informaudit committee in writing immediately.	To revise to accompan y the establishm ent of the audit committee
Article 14	After the Procedures have been approved by the board of directors, they shall be submitted to~~each~~ ~~supervisor~~ ~~,~~and then to a shareholders' meetingfor approval;	The Proceduresshall be agreed by more than 1/2 of the entire members of the audit committee and to be approved by the board of directors, and then shall be	To revise the wording and to accompan

Article No.	The current Article	The Amended Article	Reasons for Amendme nt
	If any director expresses dissent and it is contained in the minutes or a written statement,~~the company~~ ~~shall submit the director's~~ ~~dissenting opinion to each~~ ~~i d f th dii f~~	submitted to a shareholders’ meeting for approval; the same applies when the procedures are amended. If the Procedure has not be agreed by more than 1/2 of all members of	y the establishm ent of the audit committee
	~~supervsor an or e scusson o~~ ~~the shareholders’ meeting.~~ The same applies when the procedures are amended. The Operating Procedure Governing Endorsement and Guarantees of the Company’s subsidiaries shall be resolved by the board of directors of such subsidiaries; the same applies when the procedures are amended. ~~If there independent director is~~ ~~established in the Company~~ ~~,~~when the Operation Procedures is submitted to the discussion of the board of directors according to the previous Section, it shall take into full consideration each independent director's opinions, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
		the audit committee pursuant to Section 1, it may also be agreed by more than 2/3 of all the board of directors and the resolution of the audit committee shall be recorded in the meeting minutes of the board
		of directors. The entire members of the audit committee and entire board of directors as used in the previous paragraph shall be calculated as the
		number of members and directors actually in office. During the discussion of the board of directors, it shall take into full consideration of each independent director's opinions, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. The Operating Procedure Governing Endorsement and Guarantees of the Company’s subsidiaries shall be resolved by the board of directors of such subsidiaries; the same applies when theprocedures are amended.
Article 16		The Operation Procedure is adopted on May 19, 2004. The first amendment was made on June 16, 2006. The second amendment was on June 19, 2009. The third amendment was on June 29, 2010. The fourth amendment was on June 28, 2011. The fifth amendment was on June 19, 2013.The sixth amendment was on June 24, 2016.	To explain the amendme nt history

Attachment 13

List of Director Candidates.

		List of Director Candidates.
Title	Name	Education & Experience	Shareholding (Note)
Director	Jia Lian Investment Ltd. Co. Representative: Jyh-Chau Wang	M.S., Materials Engineering, National Tsing-Hua University Vice President, Chi Lin Technology Co., Ltd. Deputy Plant Director, Unipac Optoelectronics Corp. Associate Research Fellow, Material Research laboratories, Industrial Technology Research Institute President,Innolux Corporation	10,672,661
Director	Hong Yang Venture Capital Ltd. Co. Representative: Te-Tsai Huang	Graduated from National Chiao Tung University Manager, Philips Taiwan Ltd. CFO, Vanguard International Semiconductor Corporation. Representative of directors of Hongqi International Investment Company Representative of directors of Baoxin International Investment Company Director of Hon Chiao International Investment Co., Ltd Director of Fu-Rui International Investment Co.,Ltd. Director of Shenzhen Fuxuntong Trading Co., Ltd. Representative of supervisors of Hongjing International Investment Company Representative of supervisors of Liyi International Investment Company Representative of supervisors of Hongyuan International investment Company Representative of supervisors of AOT Supervisor of Pan-International Industrial Corporation CFO, Hon Hai Precision Industry Co., Ltd. Chairman of Hong Yang Venture Capital Ltd. Co. Representative ofSupervisor of InnoluxCorporation	176,311,219
Director	I-Chen Investment Ltd. Representative: Chuang-Yi Chiu	Electrical Engineering, National Taiwan University of Science and Technology General Manager of Chunghwa Picture Tubes, Ltd. General Manager of Group K ETVG of Hon Hai Precision IndustryCo.,Ltd.	27,535,972
Director	Innolux Education Foundation Representative: Chin-Lung Ting	M.S., Graduate Institute of Electronics Engineering, National Taiwan University Senior Consultant, Chi Lin Technology Co., Ltd Vice President of Innolux Corporation Chairman of GIO Optoelectronics Corp. Chairman of Double star Inc.	594,310
Independent Director	Bo-Bo Wang	Electronics Engineering, National Taiwan University Ph. D of Computer Science, UCLA Lead Microprocessor Specialist, Xerox Corporation President and co-founder of Microtek International Inc Chairman and co-founder of Ulead Systems Chairman and CEO of Aetas TechnologyIncorporated	0
Independent Director	Chi-Chia Hsieh	Ph. D of Mechanical Engineering, Santa Clara University, USA Chairman of Microelectronics TechnologyInc.	0

Title	Name	Education & Experience	Shareholding (Note)
		Chairman of IQE Taiwan Corporation Chairman of Jupiter Network Corp. Chairman of Welltop Technology Co. Ltd. Chairman of Jupiter Technology (Wuxi) Co., Ltd. Independent director of AcBel Polytech Inc. Representative of Director of Asia Pacific Telecom Representative of Director of China Synthetic Rubber Corp. Representative of Director of E-ONE Moli Energy Corp. Director of Advanced Wireless Semiconductor Company Director of Bright Led Electronics Corp. Representative of Director of Kobrite Taiwan Corporation Director of Bright Crystal Company Limited Representative of Director of Bright Crystal (Henan) Director of KoBrite Corp. Representative of Director of Sasson Capital Director of Kopin Corporation, Inc. The convener of the 11th supervision meeting for the Allied Association for Science Park Industries.
Independent Director	Yuk-Lun Yim	Senior high school. Member of Justices of Peace in the Government of the Hong Kong Special Administrative Region Vice chairman of Hong Kong Electronic Industry Association Permanent Honorary President of Hong Kong Trade Services Council Member of Hong Kong Professionals and Senior Executive Association Chairman of District Fight Crime Committee, Tsuen Wan District Office Counselor for Council of Yan Chai Hospital Member of Political Consultative Conference Shanghai and Yunfu Committee Honorary member of Junior Police Call Committee, Tsuen Wan District. Executive Director of S.A.S. Dragon HoldingLimited	0

Note：The collective shareholdings were shown as of April 26, 2016, the record date for the 2016 Annual Shareholders’ Meeting.

Attachment 14

List of competition restrictions on Director Candidates proposed to be released

	Director Candidates	proposed to be released
Title	Name	Released restriction
Director	Jia Lian Investment Ltd. Co.	Director ofCyberTANTechnology,Inc.
Director	Hong Yang Venture Capital Ltd. Co.	Director of CyberTAN Technology, Inc. Director of Foxconn Technology Co., Ltd Director and Supervisor of Ingrasys Technology Inc. Director and Supervisor of Altus Technology Inc. Director and Supervisor of Antai Power Company Director and Supervisor of King Giants Precision Ind. Co., Ltd Director and Supervisor of Sheentec Inc. Supervisor of Microelectronics Technology Inc. Director of Foxsemicon Director of Taiwan Intelligent Fiber Optic Network Co.,Ltd. Director of Fitipower Integrated Technology Inc. Director of Hope Bay Technologies, Inc. Director of JJ Plus Inc. Chairman, Director and Supervisor of Jusda Supply Chain Management Company Taiwan Chairman, Director and Supervisor of Socle Technology Corp. Chairman and Director of Taiwan Tiger Tesco
Director	I-Chen Investment Ltd. Chuang-Yi,Chiu	General Manager of Foxconn Precision Components Co., Ltd.
Director	Innolux Education Foundation Chin-Lung,Ting	Chairman of GIO Optoelectronics Corp. Chairman of Double star Inc.
Independent Director	Bo-Bo, WANG	Chairman and CEO of Aetas Technology Incorporated
Independent Director	Chi-Chia, Hsieh	Chairman of Microelectronics Technology Inc. Chairman of IQE Taiwan Corporation Independent director of AcBel Polytech Inc. Director of Bright Led Electronics Corp. Director of Advanced Wireless Semiconductor Company Chairman ofJupiter Technology (Wuxi) Co.,Ltd.
Independent Director	Yuk-Lun, Yim	Director of S.A.S. Dragon Holdings Ltd Director of HAS Electronic Co Ltd Director of Hi-Level Technology Ltd Director of RSL Microelectronics Co Ltd Director of S.A.S. Electronic Co Ltd Director of S.A.S. Enterprises Co Ltd Director of S.A.S. Investment Co Ltd Director of S.A.S. Lighting Co Ltd Director of SMartech Electronic Co Ltd Director of SPT Technology Ltd Director of SMartech Electronic Co Ltd (Shenzhen) Director of Shenzhen Yang Yu Technology Development Limited Director of Time Speed Technology Corporation Director of Maxfull Rich Limited

Appendix 1 Innolux Corporation Rules of Shareholders’ Meeting

		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 meetingof the Companyshall 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, Article 56-1 & Article 60-2 of Regulations Governing the Offering and 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 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 theproposals submitted byshareholders 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 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 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 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 Company Act.
Article10 : (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 by shareholders, 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 appropriate person 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, the portion 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.
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/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.

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.

Article 14 : The reporting items and non-proposals shall not be put to discussion or resolution. 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 Company Act, the company shall keep the minutes of the shareholders’ meeting involved until the legal proceedings of the foregoing lawsuit 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.
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 statutory timelimit to inputting the 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.
Article 20 : All matters not fully provided for in these Rules shall be in accordance with the provisions of the Company Act and other related laws and regulations.
Article : After the establishment of the audit committee of the Company, the Rules in relation to 20-1 supervisors will no longer be applicable.
Article 21 : The Rules shall be enforced by resolution of shareholders’ meeting; the same shall apply to any amendment 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 Class A 1 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 9. 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- : For the issuance of employee stock option of the Company 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 transfers the buyback shares to its employees at a price less than average price 3 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 onehalf of the total number of voting shares.

Chapter IV: Directors, Supervisors and Managerial Personnel

Article 12 : The Company shall have five to nine 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. 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 12-1	:	Pursuant to Article 14-2 of Securities and Exchange Act, among of the number of directors above, at least three of which shall be independent directors, and not less than one-fifth of the total number of directors. In case a candidate 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: 10. To compile operating plans 11. To submit the surplus earning distribution or loss off-setting proposals 12. To submit capital increase or decrease proposal 13. To compile the important by-laws and organization rules of the Company 14. The appointment or discharge of general manager and managerial personnel. 15. To approve the execution of the important contracts 16. To check and ratify the purchase and disposal of the important assets of the Company 17. To establish or dissolve branches 18. 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 applyto the supervisors of theCompany.
Article 13-1	:	The remuneration of directors and supervisors shall be determined by the board of directors according to their participation level and contribution value, and shall compare standard of the same industry. However,in no event shall the totalpaymentper month exceed NT$500,000.
Article 13-2	:	In calling a meeting of the board of directors, a notice shall be given to each director and 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 meetingmaybe convened at anytime.
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 Companyexternally.
Article 14-1	:	The board of directors may institute a position of vice-chairperson who shall be elected 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 meetingattended bya majorityof 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 bythe 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:
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.
After the term of office of our Company’s directors and supervisors elected in year 2013 is expired and re-elected, pursuant to 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 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. The fifteenth amendment is on June 8, 2015.

Appendix 3 Innolux Corporation

Election Rules of Directors and Supervisors

The election of directors and supervisors of the Company, unless otherwise provided by the laws or in the Articles of Incorporations, shall in all cases be in conducted in accordance with these Rules.
The election of directors and supervisors shall adopt a single disclosed cumulative voting method, in the process of electing directors, each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates. The election of supervisors shall apply the same method. The registration of electors’ name may be substituted for the number of attendance card printed on votes.
At the beginning of the election, the Chairman will appoint a number of vote supervising and counting staff to perform relevant electoral tasks.
The number of directors and supervisors of the Company shall be in accordance with the number of available seats prescribed in the Articles of Incorporation of the Company. Those candidates with the greatest numbers of ballots representing voting rights shall be elected as non-independent directors, independent directors or supervisor in order of number of ballots received. In case two or more persons have received the same number of voting right, and the number of persons would exceed the prescribed number of available seats, the persons with the same number of voting rights shall draw lots to decide election; the Chairman shall draw lots on behalf of any selected person who are not present.
The Company has adopted candidates nomination system for election of the directors and supervisors. The board of directors of the Company or any shareholder holding 1% or more of the total number of outstanding shares issued by the Company may submit to the Company a roster of director and supervisor candidates according to the Company Act and relevant laws 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 supervsiors to be elected, the place designated for accepting the roster of director and supervisor candidates nominated, and other necessary matters. The qualification of the independent director of the Company shall be comply with relevant laws and regulations.
The ballots of directors, with independent and non-independent directors elected at the same time, but in separately calculated numbers and in respectively elected.
The ballots will be prepared by Board of Directors, according to the number of attendance cards, one-person-one-vote, to check and provide ballots based on the number of persons to be elected; each ballot will specify proportionally the number of voting rights exercisable for each shareholder.
If the selected person is shareholder, the elector shall explicitly specify the selected person’s name on the column of “Electee” of the ballot and shall mark out the shareholder account number.
If the selected person is not a shareholder, the elector shall explicitly specify the selected person’s name and the ID certificate number on the column of “Electee” of the ballot. But if the selected person is the government or a juristic person, it is required to write the full name of the government or juristic person, or the name of its representative on behalf of the government or juristic person.
A ballot shall be of no effect if any of the following occurs:

(1) The ballots were not prepared as prescribed in Article 5 of these Rules.
(2) The ballots were not placed into the ballot box.
(3) No any drawing in the blank ballots
(4) The number of selected persons stated on the ballot exceeds two or more persons.
(5) The handwriting on the ballot is too obscure to be recognized.
(6) The elector has written extraneous text on the ballot apart from the electee’s title (name) and shareholder’s number (the number of identity certificate).
(7) The electee’s title (name) is same as other shareholder’s, and there is no shareholder’s account number (the number of identity) to be distinguished.
(8) If the electee is shareholder, either of his/her shareholder’s name, shareholder’s number stated on the ballot is inconsistent with the register of shareholder; if the electee is not a shareholder, either of his/her name, number of identity certificate stated on ballot is inconsistent after making checkup.
To count the ballots in the meeting after the accomplishment of voting, and then the Chairman will announce the election results in the meeting.
Each director-elect and supervisor-elect will be awarded respectively election notice by Board of Directors.
These Rules shall be effective upon approval of the shareholders’ meeting; any amendment hereof shall require the same process.
12.1 After the establishment of the audit committee of the Company, the Election Rules in relation to supervisors will no longer be applicable.
These Rules were adopted 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.

100

Appendix 4 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 26, 2016.

Unit: Per share

			Unit: Per share
Title	Requisite Number of Shares Held	Number of Shares Recorded inShareholders Register	Shareholding Ratio
Director	159,242,905	204,455,441	2.05%
Supervisor	15,924,290	27,535,972	0.28%

Shareholding of All Directors and Supervisors

Record Date: April 26, 2016

Unit: Per share

			Unit: Per share
Title	Name	Number of Shares Recorded in Shareholders Register	Shareholding Ratio
Chairman	Hsing-Chien Tuan	17,471,561	0.18%
Director	Hong Yang Venture Capital Ltd. Co.,Representative: Jeng-Wu Tai	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％

101

Appendix 5

Impact of instant gratuitous allocation of shares on the operating performance and earnings per share and return rate of the shareholders of the Company:

The Company will not allocate gratuitous shares in the current year. Therefore this section does not apply.

102

AI assistant

INX — AGM Information 2016

52330_rns_2016-07-07_32d5d878-04de-4827-8a0d-5d8c82188271.pdf

InnoLux Corporation

Handbook for 2016 General Shareholders' Meeting

INDEX

INNOLUX CORPORATION Procedures of 2016 Annual General Shareholders Meeting

INNOLUX CORPORATION Procedures of 2016 Annual General Shareholders Meeting

(2) Adoption of the Proposal for Distribution of 2015 Profits.

Discussion Items

Reporting Items

Adopting Items

(Proposed by the Board of Directors)

(Proposed by the Board of Directors)

Discussion and Election 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)

(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 Motion

Attachment 1

Comparative table for Amendments to

Articles of Incorporation

Attachment 2

INNOLUX CORPORATION

2015 Operating Report

1. 2015 Operating Report

2. Results of operation scheme

3. Budget Performance

4. Analysis of financial operation and profitability

5. Research development situation

Attachment 3

INNOLUX CORPORATION

Supervisors’ Audit Report

INNOLUX CORPORATION

Supervisors’ Audit Report

INNOLUX CORPORATION

Supervisors’ Audit Report

Attachment 4

REPORT OF INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers, Taiwan

February 2, 2016

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Innolux Corporation:

PricewaterhouseCoopers, Taiwan February 2, 2016

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Attachment 5

INNOLUX CORPORATION

2015 Profit Distribution Table

Regulations related to Issuance and Conversion of Private Placement of Foreign or Domestic Corporate Bonds （ Prescribed Temporarily ）

1. Issuing Company:

2. Issued Total Amount:

3. Issuing Date:

4. Issuing Methods:

5. Issuing Price, Face Value, and Types of Corporate Bonds:

INX AGM Information 2016