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INX AGM Information 2020

Jul 2, 2020

52330_rns_2020-07-02_5843bcac-8a05-4bef-a513-dfd6fc4c8b8e.pdf

AGM Information

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INNOLUX CORPORATION Minutes of 2020 Annual General Shareholders Meeting

Time & Date : 9:00 a.m. on June 19 2020

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)

Total shares represented by shareholders present in person or by proxy: 5,458,958,403 shares (Including 3,314,279,910 shares casted electronically),Percentage of shares held by shareholders present in person or by proxy: 56.68%

Attendees:Jin-Yang Hung, Chairman of the Board of Directors

Chu-Hsiang Yang, Director

Chin-Lung Ting, Director

Hsieh, Chi-Chia, Independent Director

Zhen-Wei Wang, Independent Director

Wang, Wei-Fan, Attorney

Wu, Han-Chi, Certified Public Accountant of PWC Taiwan

Chair: Jin-Yang Hung, Chairman of the Board of Directors Recorder: Joyce Chen

Commencement (The aggregate shareholding of the shareholders present in person or by proxy constitutes a quorum. The Chair called the meeting to order.)

Chairperson Remarks (omitted) Reporting Items

  • 1.Operating Report of the year of 2019. (Attachment 1)

  • Audit Committee’s Review Report. (Attachment 2)

  • 3.Formulation and amendment of Regulations for Share Repurchase of the Company(Attachment 3)

  • 4.The Status of Treasury Stocks Transferring.

  • 5.Issue of overseas unsecured and convertible Corporate Bonds.

Adopting Items

(Proposed by the Board of Directors)

  • Proposal 1 : 2019 Operating Report and the Financial Statement of the Company. Adoption is respectfully requested.

  • Explanation : 1. 2019 financial statements of the Company had been duly audited by CPA Wu, Han-Chi and CPA Liang Hua-Ling of Pricewaterhousecoopers.

  • The Operating report and finance statements are attached hereto as Attachment 1&4.

Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.

(Including3,314,279,910 shares casted electronically)

Voting Condition Voting rights % of the total represented
share present
Votes in favor
(electronicVotes)
4,800,344,147
(2,660,305,995)
87.93%
Votes against
(electronicVotes)
9,187,325
(9,187,325)
0.16%
Invalid Votes
(electronicVotes)
0
(0)
0.00%
  • 1 -

Votes abstained 649,368,980 (electronic Votes) (644,786,590)

11.89%

(Proposed by the Board of Directors)

  • Proposal 2 : The Proposal for making up losses for the year of 2019. Adoption is respectfully requested.

  • Explanation : 1. The Company's undistributed earnings at the beginning of 2019 was NT$47,354,032,180. After deducting the retained earnings adjustment of NT$46,596,037, the after-tax net loss of the current period of

  • NT$17,442,990,310 and the special earnings reserve of NT$2,661,974,482, the Company's undistributed earnings at the end of 2019 was NT$27,202,471,351.

  • Table of Losses Offsetting of Year re attached hereto as Attachment 5.

Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.

(Including3,314,279,910 shares casted electronically)

Voting Condition Voting rights % of the total represented
share present
Votes in favor
(electronicVotes)
4,846,828,978
(2,706,790,826)
88.78%
Votes against
(electronicVotes)
5,564,763
(5,564,793)
0.10%
Invalid Votes
(electronicVotes)
0
(0)
0.00%
Votes abstained
(electronicVotes)
606,506,711
(601,924,321)
11.11%

Discussion and Election Items

(Proposed by the Board of Directors)

  • Proposal 1 : Proposal of cash distribution from capital surplus. Approval is respectfuly requested.

  • Explanation : 1. Pursuant to Artice 241 of the Company Act, the Company will distribute the capital reserve of income derived from the issuance of new shares at a premium at the amount of NT$ 963,107,198. The distribution will be made according to shareholders and the shares held by the shareholders registered on the shareholders' roster on the distribution record date. Each share will receive the distribution in cash at the amount of NT$0.1. The distribution by cash shall be calculated until NT$1. For the amount less than NT$1 shall be completely round down. It is proposed to authorize the Chairman to seek certain person to fully handle the remainder of the distribution less than NT$1.

  • In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman be authorized to handle this situation.I

  • It is proposed that the Chairman be authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is resovled by the shareholders’ meeting.

Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.

(Including3,314,279,910 shares casted electronically)

Voting Condition Voting rights % of the total represented
share present
Votes in favor
(electronicVotes)
4,841,239,584
(2,701,201,432)
88.68%
  • 2 -
Votes against
(electronicVotes)
11,688,244
(11,688,244)
0.21%
Invalid Votes
(electronicVotes)
0
(0)
0.00%
Votes abstained
(electronicVotes)
605,972,624
(601,390,234)
11.10%

(Proposed by the Board of Directors)

  • Proposal 2 : The proposal of transferring shares bought back to employees at a price lower than the average price of the actually purchased shares is hereby submitted for consideration., Approval is respectfuly requested.

  • Explanation : 80,000,000 shares of the Company were bought back in the first trench by the Company. In order to stimulate the employees and improve their loyalty, the Company plans to transfer the shares to employees at an average price of NT$7.73 which is lower than the actual price of the shares bought back. According to Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the Company will transfer the shares to employees at an average price lower than the actual price of the shares bought back, and the following is to be stated:

  • (1) Transfer Price, Discount Ratio, Calculation Basis and Reasonableness: The actual transfer price is NT$3.50, which is 45.28% of the average price of NT$7.73. The discount rate is reasonable according to the current economic situation and the future operation of the Company.

  • (2) Number of Shares Transferred, Purpose and Reasonableness:

    1. Number of shares transferred: 80,000,000.

    2. Purpose: To stimulate employees and improve their loyalty.

    3. Reasonableness: It is estimated that 80,000,000 shares will be

      • transferred to employees, accounting for 0.82% of the issued shares; this is in line with the relevant laws and regulations. It is also reasonable that the purpose of transfer is to stimulate employees and talents.
  • (3) Qualifications of the Subscribing Employees and Number of Shares That May Be Subscribed to:

    • Qualification of employees: In accordance with Article 4 of the Company's Measures for Buyback of Shares for Transfer to Employees.

    • Number of shares that may be subscribed to: To be handled in accordance with Article 5 of the Company's Measures for Buyback of Shares for Transfer to Employees.

  • (4) Impact on Shareholders' Rights:

    1. Amount of possible expensed funds and dilution of earnings per share: Based on the closing price of NT$6.27 and the transfer price of NT$3.50 on the day before the 8th board of directors’ meeting of the Company (May 5, 2020), the possible amount of expensed funds is about NT$221,600 thousand (to be calculated separately according to the actual transfer base date); the dilution of per-share earnings shall be the amount of possible expensed funds divided by the number of the Company’s shares issued and outstanding, which is 0.0228%.

    2. State the financial burden on the Company caused by the share transfer to employee at a price lower than the average price of the actually purchased shares:

    3. The average price of the treasury shares bought back by the Company is NT$7.73 per share, and totally 80,000,000 shares were bought back with an amount of NT$618,580,223. The cash outflow calculated by transferring 80,000,000 shares to employees at NT$3.50 per share is

  • 3 -

NT$338,979 thousand. Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.

(Including3,314,279,910 shares casted electronically)

Voting Condition Voting rights % of the total represented
share present
Votes in favor
(electronicVotes)
3,671,834,017
(1,532,325,865)
67.26%
Votes against
(electronicVotes)
1,174,948,914
(1,174,418,914)
21.52%
Invalid Votes
(electronicVotes)
0
(0)
0.00%
Votes abstained
(electronicVotes)
612,117,521
(607,535,131)
11.21%

(Proposed by the Board of Directors)

  • Proposal 3 : Amendments to “ Procedures for Engaging in Derivatives Trading” of the Company. Approval is respectfully requested.

  • Explanation : 1. In conformity with the amendments of laws & regulations , 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 6.

Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.

(Including3,314,279,910 shares casted electronically)

Voting Condition Voting rights % of the total represented
share present
Votes in favor
(electronicVotes)
4,847,207,062
(2,707,168,910)
88.79%
Votes against
(electronicVotes)
5,517,037
(5,517,037)
0.10%
Invalid Votes
(electronicVotes)
0
(0)
0.00%
Votes abstained
(electronicVotes)
606,176,353
(601,593,963)
11.10%

(Proposed by the Board of Directors)

  • Proposal 4 : Amendments to “Rules of Shareholders’ Meeting” of the Company. Approval is respectfully requested.

  • Explanation : 1. In conformity with the amendments of laws & regulations , 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.

Resolution : that the above proposal be and hereby was approved as proposed. Voting Results : 5,458,958,403 shares were represented at the time of voting.

(Including3,314,279,910 shares casted electronically)

Voting Condition Voting rights % of the total represented
share present
Votes in favor
(electronicVotes)
4,847,410,461
(2,707,372,309)
88.79%
Votes against
(electronicVotes)
5,447,820
(5,447,820)
0.09%
  • 4 -
Invalid Votes
(electronicVotes)
0
(0)
0.00%
Votes abstained
(electronicVotes)
606,042,171
(601,459,781)
11.10%

(Proposed by the Board of Directors)

  • Proposal 5 : Proposal to by-election of directors. Approval is respectfully requested.

  • Explanation : 1. The 8th director of the company is missing a seat, and it is planned to conduct a by-election according to the company.

  • One director shall be elected this time, the term of office from the date of election to June 30, 2022.

  • The number of nominated 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 8.

  • It is proposed to submit for election.

Election Results: Directors-Elect list as below:

Title Name Votes
Director Jyh-Chau Wang 4,354,427,205

Extemporary Motion

Shareholder speech : Shareholder Account No. 582639 、 682981

Adjourn Meeting: The meeting was adjourned at a.m. 09:40

  • 5 -

Attachment 1

INNOLUX CORPORATION 2019 Operating Report

1. 2019 Operating Report

In 2019, the global economy fell into a synchronous slowdown. According to the statistics of the International Monetary Fund, the economic growth rate was only 3%, which is the lowest since the global financial crisis, and represents the most serious decline since the synchronous global economic recovery to an annual growth rate of 3.8% in 2017. However, the sluggish economic growth this time is mainly due to the uncertainty caused by global tariff barriers and fierce trade conflicts, resulting in the decline of both capital investment and demand for goods, and the slowdown of global economic growth.

Due to the continuous new panel capacity in mainland China, the oversupply of the panel market, the continuous decline of the panel price, and the impact of the tariff increase due to the Sino-US trade war, the overall operation and growth of the Company has been severely challenged. The consolidated revenue in 2019 was NT$252 billion, a decline of 9.8%, with an after-tax net loss of NT$17.4 billion and a loss per share of NT$1.77. However, owing to the hard work of the Company's business team, the business continues to generate a positive cash flow with an annual EBITDA of 6.0%; the overall financial status is still stable.

After a whole year of refinement, and with the promulgation of automobile emission standards, the finalization of the 5G telecommunication license requirement, and the easing of Sino-US trade conflicts, the supply chain of the panel industry has made competitive and cooperative adjustments; some of the industry peers have stopped production and even closed down, which greatly improved the market supply and demand situation. In the fourth quarter, although various economic data have shown a gradually better trend, there are still tense geopolitics and oil and raw material price fluctuations, as well as the chain effect caused by the COVID-19 pandemic. The Company will continue to adjust its business strategy, improve its technology, develop new applications, tap on products with high-end technology, develop emerging markets, and create maximum benefits for the Company and its shareholders through the improvement of technical quality.

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 2019 our consolidated revenue was NT$ 251,971,209 thousands, which decrease NT$27,404,906 thousands or 9.8% by compared with the 2018 yearly revenue of NT$ 279,376,115 thousands. In 2019 our annual profit after tax which belonged to mother company was NT$17,442,990 thousands, and the annual loss per share is NT$0.22.

3. Budget Performance

Since we did not disclosure the financial forecast in 2019, we don’t have to disclose our budget performances.

4. Analysis of financial operation and profitability

Item 2018 2019
Finacial
structure
analysis (%)
Debt ratio(%) 38.10 37.23
Long term funds to real estates,
factories and equipments(%)
141.15 129.16
  • 6 -
Item 2018 2019
Debt-paying
ability
Current ratio(%) 141.12 120.12
Quick ratio(%) 113.81 88.51
Interestguarantee(times) 12.59 (15.02)
Profitability Return on total assets(%) 0.64 (4.25)
Return on total shareholders’ equity
(%)
0.86 (7.16)
Operatingincome to capital(%) 4.86 (20.53)
Pre-tax income to capital(%) 6.60 (17.02)
Net income to sales(%) 0.80 (6.92)
Earnings per share (NT$) 0.22 (1.77)

5. Research development situation

In terms of TV panels, the Company initiated the 8.6 generation panel production line planning and expanded the 50 inch panel production capacity. Subsequently, a number of new panel manufacturers followed the Company's footsteps to invest in more than four 8.6 generation panel factories, successfully pushing the 50 inch specification to the mainstream market position to become the main product for TV-brand oriented customers. These newcomers jointly develop high-quality and high-value-added products with the Company, and jointly grasp business opportunities and share achievements with the Company.

Since 2018, the Company's TV panel products have also been extended from the original OC (open-cell) and panel modules to TV sets, covering all the major sizes of 24"/32"/40"/50"/65", and expanded product exports. Compared with OC products of the same size, TV set products can not only create more than 2 to 2.5 times of revenue, but also extend the related technology to high-level and large-scale products, among which the most representative one is the world's largest 120 inch 8K high-specification TV. Moreover, in addition to entering the market of TV sets, the Company also plans to enter the public display (PID) market, which has not only a high gross profit margin, but also a more than 20% annual growth potential in the future.

In the aspect of notebook panel, the Company cooperates with major brand customers and leads the world in introducing LTPS (low temperature polycrystalline silicon)/IGZO advanced process technology into privacy displays, and also developed products with a new aspect ratio of 3:2/16:10, and leads the world in launching the 16.1 inch FHD to be exclusively provided to world-class customers. In addition, the Company has developed products with a high contrast ratio of 3000:1 (compared with the industry peers’ 800 ~ 1000:1) and narrow-border products to greatly improve the display quality. The Company has also integrated various advanced technological breakthroughs to promote the performance of TFT-LCD panels in cost structure, quality reliability and other key factors to surpass OLED panels.

In terms of small and medium-sized panels, the Company is making a diversified development in sizes ranging from 1.4 inches to 10 inches for wide applications in mobile devices and consumer electronic products, including smart phones, functional phones, tablets, home appliances, smart speakers, smart watches, VR head-mounted displays (HMDs), digital cameras, multi-function printers, entertainment game machines and automotive electronic displays. On technology, we will continue to expand the penetration of low-temperature polycrystalline silicon (LTPS) and IPS technology to meet the market demand of high resolution and wide perspective, while providing lighter, thinner, power-

  • 7 -

saving, embedded integrated touch, free form and full screens products to enhance the value; we will effectively combine the Company's advanced technology and large-scale production capacity, and closely cooperate with major global customers to achieve a win-win situation.

With the application of touch technology in various mobile devices, the Company is actively developing an integrated touch solution to successfully improve the optical and integrated functions of touch panel. The Company leads the industry in introducing the TOD (Touch on Display) touch solution, which is widely used in mobile phones, tablets and notebook products. With the development of embedded integrated touch technology and the mature supply chain, we have also developed the TID (Touch in Display) touch solution, making the product appearance simpler and lighter. At this stage, we are trying to inject 3D touch DST (Deep Sensing Technology) technology and the active stylus solution under our existing TID (Touch in Display) architecture, and continuously develop new technologies and actively apply them to mobile phones, tablet computers, consumer electronics, automotive and IT products to provide customers and consumers with better product experience, with the goal of becoming a comprehensive touch integrated solution provider covering displays, touch screens and protective glasses.

6. Digital Transformation of the Company

The Company believes that industry 4.0 will change the manufacturing mode and upgrade it from touch-control one-stop production line automation 3.0 in 2012 to "zero touch" light-off factory in 2019; through AI engineering key technology, the automatic manufacturing technology will gradually improve, and extend upward to the glass supply chain’s supply and demand management and downward to intelligent logistics on the consumer end, and from manufacturing, quality and supply chain management to intelligent office; through AI humanmachine cooperation, the talent value will be improved to replace repetitive routine work to show the effect of AI intelligent interconnection, solid management and doubled yield in quality. AI intelligent factory will drive the trend of high quality and high specification, which is the main axis of value-added strategy of Innolux Corporation.

The Company uses big data to connect the intelligent factory, supply chain, intelligent office and management intelligence of the front-end TFT LCD factory and the back-end LCM module to achieve intelligent manufacturing and flexible decision-making to achieve win-win through interconnection, and solve production problems quickly with intelligent manufacturing. The Company's digital transformation comes three stages:

  1. Industry 4.0 promotion: combining big data and AI to connect the front and back end intelligent factories

  2. Front end: introducing process intelligence (such as intelligent error proofing, intelligent quality, etc.), equipment intelligence (such as intelligent image of automatic equipment plus non- landing production, intelligent warehousing and logistics, etc.), management intelligence (such as intelligent planning and scheduling, intelligent factory security, etc.) to multiply the benefits of intelligent factory. Through AI big data and actual process monitoring and management, the quality yield is greatly improved, and the number of major abnormal cases (AERB) is decreasing year by year.

  3. Back end: combining automation and AI Artificial Intelligence, and using cross-plant co-structuring and parallel implementation to reduce the manpower demand for cumbersome process by handling, assembling and testing robots to decrease the number of employees from 100,000 in 2015 to 55,000, saving up to NT$7 billion in HR cost.

  4. Intelligent management office: introducing the intelligent management office to make improvements from the three aspects of technology, product and brand to promote the technology platform; the products have the advantages of specification priority, cost differentiation and quality differentiation; achieve the promotion of the Company's

  5. 8 -

  6. brand value and customer support through commercial development.

  7. Double-track transformation for innovation: The Company is building its strength in the panel industry, focuses on technology and manufacturing, and devotes itself to transformation to develop and provide one-stop customized production, and combine research and development, system, manufacturing and sales to provide an all-round panel product solution and becomes the best strategic partner of customers.

In the future, based on "playing a one-stop, building big data, sharing smart finance and creating a win-win situation", the Company outlines Taiwan's supply chain layout strategy and vision for the world's factories, and joins hands with the supply chain to upgrade to the world's leading intelligent factory with years of automation manufacturing strength.

President: Manager : Chief Accountant :

  • 9 -

Attachment 2

Audit Committee Review Report

The Board of Directors has duly submitted the 2019 operating report, financial statements, and table of losses off-setting. The financial statements has been duly reviewed and approved by CPAs of PwC Taiwan with the issuance of Auditor’s Report.

The Audit Committee 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 losses off-setting. Therefore, I issue this audit report for acknowledgment in accordance with the Securities and Exchange Act and the Company Act.

To

General Shareholders Meeting of the Company in 2020

Chairman of the Audit Committee Chi-Chia Hsieh

Date: May 5, 2020

  • 10 -

Attachment 3

Innolux Corporation

Regulations Share Repurchase and Transfer to Employees

Enactment date : July 15, 2019

  • Article 1 For the purpose of encouraging our employees and to build cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the “Securities and Exchange Act” and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” issued by Financial Supervisory Commission R.O.C., establishes the “Plan of Share Repurchase and Transferring to the Employees” (the “Plan”). Except otherwise provided in relevant laws or regulations, all share repurchase and transferring to the employees of the Company shall be implemented in compliance with the Plan.

  • Article 2 Type of transfer of shares, content of rights and restrictions on rights

  • The shares to be transferred to the employees are ordinary shares. Except as

  • otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other ordinary shares of the Company.

  • Article 3 Transfer period

The repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within 5 years from the date of sharerepurchase.

  • Article 4 Transferee’s eligibility

All employees of the company and the company who directly or indirectly hold more than 50% of the voting shares of the same invested company if they have served three months before the subscription base date or have made special contributions to the company with the approval of the chairman of the report Fulltime employees of the company (including overseas subsidiaries) may be eligible for subscription according to the subscription amount set in Article 5 of these Measures. Article 5 Numbers of shares to be subscribed by employees

The Chairman shall decide the number of shares to be subscribed by considering certain factors, such as the employees’ level, seniority or special contribution to the Company, together with the number of treasury shares held by the Company as of the record date of subscription and the maximum number of shares that can be subscribed by an individual employee, etc.

Failure to subscribe and make the payment for the shares before the due date shall be deemed as giving up the right to subscribe. The chairman is authorized to have other employees to subscribe the remaining shares that are not fully subscribed.

Article 6 The transfer procedure of this share repurchase program is described as follows: (1) In accordance with the resolution of the board of directors, announce, declare

  • 11 -

and buy back the shares of the company within the execution period

  • (2) Board of Directors authorizes the Chairman to set and announce the number of shares transferred in several stages employees' subscription date, the standards for numbers of shares to which employees may subscribe, the period for payment or subscriptions, rights, and limitations, etc.

  • (3) To calculate the actual share subscription with payment received, and transfer the shares accordingly.

  • Article 7 The transfer price of the shares

  • The transfer price of the repurchase shares shall be the average price of the

  • actual repurchase. If the number of the Company’s issued and outstanding ordinary shares increases or decreases prior to the transfer, the transfer price shall be adjusted proportionately. Or, in accordance with the provisions of the company's articles of association, the employee who transfers to the employee at an average price lower than the actual purchase price shall, prior to the transfer, submit the attendance of the majority of the shareholders of the most recent shareholder's issued shares, and attend the voting rights of the shareholders. The consent of two or more shall be dealt with in the matters stipulated in Article 10 of the “Proposal for the Company to buy back the shares of the company” in the convening of the shareholders' meeting.

Adjustment formula of the transfer price:

Adjusted Exercise Price = (the average price of the actual repurchase × number of issued and outstanding ordinary shares as of the time of

reporting repurchase shares) / (number of total issued and outstanding shares before transferring the repurchase shares to the employees)

  • Article 8 Rights and obligations of shares after transfer

  • After the repurchased shares are being transferred and registered under

  • employees’ names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.

  • Article 9 Other related company and employee rights and obligations

  • (1) The taxes and fees incurred in the transfer of shares in accordance with these Measures shall be handled in accordance with the laws and regulations at the time of the transfer and the relevant operations of the company.

  • (2) The company may reserve the right to adjust or stop the implementation according to the overall profitability of the operation, and the employees subject to the obligation to maintain confidentiality.

  • Article 10 This Plan shall take affect after being affirmatively resolved by the Board of Directors and may be amended by a resolution of the Board of Directors.

  • Article 11 The enactment and any amendment of this Plan shall be reported to the shareholders meeting.

  • 12 -

Comparative table for Amendments to

Regulations Share Repurchase and Transfer to Employees

Article No. The current Article The Amended Article Reasons for
Amendment
Article 4 Transferee’s eligibility
Any employee of the Company
who has made a special
contribution to the company
before the date of the
subscription or has made a
special contribution to the
company and has submitted the
approval of the chairman of the
board of directors and employees
of domestic and foreign control or
subordinate companies that meet
certain conditions may be
determined in accordance with
Article 5 of these Measures. The
subscription amount is eligible for
subscription.



Transferee’s eligibility
All employees of the company
and the company who directly or
indirectly hold more than 50% of
the voting shares of the same
invested company if they have
served three months before the
subscription base date or have
made special contributions to the
company with the approval of the
chairman of the report Full-time
employees of the company
(including overseas subsidiaries)
may be eligible for subscription
according to the subscription
amount set in Article 5 of these
Measures.



Express
transferee’s
eligibility
Article 9 Other related company and
employee rights and obligations
(1~~)The company's share~~
~~-~~
~~purchase shares are~~
~~transferred to employees and~~
~~may not be transferred within~~
~~two years.~~
(2)The taxes and fees incurred in
the transfer of shares in
accordance with these
Measures shall be handled in
accordance with the laws and
regulations at the time of the
transfer and the relevant
operations of the company.
(3)The company may reserve the
right to adjust or stop the
implementation according to
the overallprofitabilityof the
Other related company and
employee rights and obligations
(1~~)The company's share~~
~~-~~
~~purcha~~
~~se shares are~~
~~transferred to employees and~~
~~may not be transferred within~~
~~two years.~~
(2)The taxes and fees incurred in
the transfer of shares in
accordance with these
Measures shall be handled in
accordance with the laws and
regulations at the time of the
transfer and the relevant
operations of the company.
(3)The company may reserve the
right to adjust or stop the
implementation according to
the overallprofitabilityof the

Remove transfer
restrictions and
adjust the item
  • 13 -
Article No. The current Article The Amended Article Reasons for
Amendment
operation, and the employees
subject to the obligation to
maintain confidentiality.
operation, and the employees
subject to the obligation to
maintain confidentiality.
  • 14 -

Attachment 4

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Innolux Corporation:

Opinion

We have audited the accompanying consolidated balance sheets of Innolux Corporation (the “Company”) and its subsidiaries as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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 (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

The key audit matters in relation to the consolidated financial statements of the Company and its

  • 15 -

subsidiaries for the year ended December 31, 2019 are outlined as follows:

Inventory valuation

Description

The industry is characterized by the significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the Group’s existing products may become obsolete when the customers demand for new products or the Group fails to compete with the evolutionary production approach. The Group evaluates the inventory by taking into account of allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arise from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory as a result of that the amounts of inventories are material and the sales of related products may have significant fluctuations; we consider inventory valuation a key audit matter.

How our audit addressed the matter

We obtained the net realizable value report of inventory used by management for evaluation. And obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents to assess the reasonableness of net realizable value and the appropriateness of valuation basis.

Valuation and impairment of goodwill and property, plant and equipment

Description

For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Notes 6(8) and 6(11).

The Group estimates future cash flows based on appropriate discount rates. In determining whether goodwill and property, plant and equipment may be impaired, the recoverable amount of the cash generating unit is measured based on how assets are utilized, duration years of assets and projected income and expenses in the future. The estimate involves several assumptions such as determination of discount rates, expected growth rate and future financial projections. As these estimates are dependent upon significant management judgement, we consider management’s assessment of impairment of

  • 16 -

goodwill and property, plant and equipment a key audit matter.

How our audit addressed the matter

We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Innolux Corporation as at and for the years ended December 31, 2019 and 2018.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

  • 17 -

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain

  • 18 -

solely responsible for our audit opinion.

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

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

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

PricewaterhouseCoopers, Taiwan February 13, 2020


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.

  • 19 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(5)
7
7
6(6)
8
6(2)
6(3)
6(7)
6(8)(30), 7 and 8
6(9)
6(10)
6(11)(30) and 8
6(28)
6(8) and 8
December31,2019
$ 34,732,975
283,906
19,704,149
39,889,807
2,488,519
848,402
30,439,076
4,597,608
133,807
133,118,249
3,044,756
4,268,485
1,333,570
194,382,436
6,095,351
527,232
17,577,644
7,349,810
2,066,813
236,646,097
$ 369,764,346
December31,2018
Current Assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortized cost -
current
1170
Accounts receivable, net
1180
Accounts receivable, net - related
parties
1200
Other receivables
130X
Inventory
1410
Prepayments
1479
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other comprehensive income -
non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
$ 33,847,328
398,913
51,426,053
45,064,157
4,449,977
1,489,260
30,856,552
1,993,152
208,724
169,734,116
1,599,869
3,834,376
1,802,921
206,617,960
-
551,970
17,681,485
7,223,864
2,873,043
242,185,488
$ 411,919,604

(Continued)

  • 20 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity Notes
December31,2019
December31,2018
6(2)
$ 345,463
$ 23,779
47,656,235
52,350,845
7
3,784,991
2,652,127
6(12) and 7
28,622,732
32,581,609
2,311,481
5,593,063
6(17) and 9
6,775,927
6,782,914
453,848
-
6(14)
16,022,013
16,194,486
4,845,455
4,095,853
110,818,145
120,274,676
6(13)
97,018
-
6(14)
19,604,768
35,142,090
6(28)
1,465,526
880,013
4,977,024
-
6(15)
691,836
632,120
26,836,172
36,654,223
137,654,317
156,928,899
6(18)
97,110,720
99,520,720
6(19)
100,362,379
99,648,115
6(20)
7,870,713
7,648,437
4,663,463
1,090,721
29,864,446
51,746,175
6(21)
(
7,325,437) (
4,663,463)
6(18)
(
618,580)
-
231,927,704
254,990,705
182,325
-
232,110,029
254,990,705
$ 369,764,346
$ 411,919,604
Current Liabilities
2120
Financial liabilities at fair value
through profit or loss - current
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions - current
2280
Lease liabilities - current
2320
Long-term liabilities, current portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Corporate bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
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
3500
Treasury shares
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interests
3XXX
Total equity
3X2X
Total liabilities and equity

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

  • 21 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items Notes
2019
2018
6(22) and 7
$ 251,971,209
$ 279,376,115
6(6)(26) and 7
(
248,957,129)(
252,562,557)
3,014,080
26,813,558
6(26)
(
3,676,803)(
3,071,282)
(
6,806,373)(
6,771,502)
(
12,464,800)(
12,135,478)
(
22,947,976)(
21,978,262)
(
19,933,896)
4,835,296
6(23)
3,256,859
3,025,467
6(24)
876,046 (
1,168,235)
6(25)
(
1,031,733)(
566,967)
6(7)
307,296
443,869
3,408,468
1,734,134
(
16,525,428)
6,569,430
6(28)
(
914,844)(
4,346,668)
($ 17,440,272) $ 2,222,762
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 (loss) profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and
joint ventures accounted for
under equity method
7000
Total non-operating income
and expenses
7900
(Loss) profit before income tax
7950
Income tax expense
8200
(Loss) profit for the year

(Continued)

  • 22 -

INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items Notes
2019
2018

6(15)
($ 58,246)($ 29,878)
6(21)
299,431 (
2,828,816)

6(28)
86,781
5,976
327,966 (
2,852,718)
6(21)
(
2,951,930)(
828,563)
6(21)
(
85,365)
84,637
(
3,037,295)(
743,926)
($ 2,709,329)($ 3,596,644)
($ 20,149,601)($ 1,373,882)
($ 17,442,990) $ 2,222,762
$ 2,718
$ -
($ 20,151,561)($ 1,373,882)
$ 1,960
$ -
6(29)
($ 1.77) $ 0.22
($ 1.77) $ 0.22
Other comprehensive income
(loss) (net)
Components of other
comprehensive income (loss) that
will not be reclassified to profit or
loss
8311
Remeasurement of defined
benefit plans
8316
Unrealized gains (losses) on
financial assets at fair value
through other comprehensive
income
8349
Income tax related to components
of other comprehensive income
that will not be reclassified to
profit or loss
8310
Components of other
comprehensive income (loss)
that will not be reclassified to
profit or loss
Components of other
comprehensive loss that will be
reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8370
Share of other comprehensive
(loss) income of associates and
joint ventures accounted for
under equity method
8360
Components of other
comprehensive loss that will
be reclassified to profit or loss
8300
Other comprehensive loss for the
year, net of tax
8500
Total comprehensive loss for the
year
(Loss) profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Other comprehensive (loss)
income attributable to:
8710
Owners of the parent
8720
Non-controlling interest
(Loss) earnings per share (in
dollars)
9750
Basic (loss) earnings per share
9850
Diluted (loss) earnings per
share

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

  • 23 -

INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Notes
2018
Balance at January 1

Effect of modified retrospective approach under IFRS 9
6(21)
Balance at January 1 after adjustments
Profit for the year
Other comprehensive loss for the year
6(21)
Total comprehensive income (loss)
Appropriation of 2017 earnings:
6(20)
Legal reserve
Special reserve
Cash dividends
Recognition of change in equity of associates in proportion to the Group's
ownership
6(19)
Balance at December 31

2019
Balance at January 1

(Loss) profit for the period
Other comprehensive (loss) income for the year
6(21)
Total comprehensive (loss) income
Appropriation of 2018 earnings:
6(20)
Legal reserve
Special reserve
Cash dividends
Recognition of change in equity of associates in proportion to the Group's
ownership
6(19)
Recognition of changes in ownership interests in subsidiaries
6(19)
Purchase of treasury shares
6(18)
Cancellation of treasury shares
6(18)(19)
Increase in non-controlling interests
6(30)
Others
6(19)
Balance at December 31
Notes Equity attributable to Equity attributable to owners ofthe pare nt Non-controlling
interests
$ -
-
-
-
-

-

-
-
-

-
$ -
$ -
2,718

(
758)
1,960

-
-
-

-

14
-

-
180,351
-
$ 182,325
Total
Common stock Capital surplus
$ 99,646,919
-
99,646,919
-
-
-
-
-
-
1,196
$ 99,648,115
$99,648,115
-
-
-
-
-
-
(
14,755)
24
-
728,956
-
39
$ 100,362,379
RetainedEarnings Unappropriated
earnings
Other EquityIntere st Unrealized gain
(loss) on
available-for-sale
financial assets
$ 4,626,502
(
4,626,502)
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
-

-
-
-
$ -
Treasuryshares Total
Legal reserve
$ 3,945,576
-
3,945,576
-
-
-
3,702,861
-

-
-
$ 7,648,437
$7,648,437
-
-
-
222,276
-
-
-
-
-
-
-
-
$ 7,870,713
Special reserve
$ 3,418,804
-
3,418,804
-
-

-
-

(
2,328,083)
-

-
$ 1,090,721
$1,090,721
-

-

-

-

3,572,742

-

-
-
-
-
-
-
$ 4,663,463
Financial
statements
translation
differences of
foreign
operations
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
$ 99,520,720
-
99,520,720
-
-
-
-
-
-
-
$ 99,520,720
$99,520,720
-
-
-
-
-
-
-
-
-
(
2,410,000 )
-
-
$ 97,110,720
$ 58,883,750
-
58,883,750
2,222,762
(
23,902 )
2,198,860
(
3,702,861 )
2,328,083
(
7,961,657 )
-
$ 51,746,175
$51,746,175
(
17,442,990 )
(
46,597 )
(
17,489,587 )
(
222,276 )
(
3,572,742 )
(
597,124 )
-
-
-
-
-
-
$ 29,864,446
($ 5,717,223)
-
(
5,717,223)
-
(
743,926)
(
743,926)
-
-
-
-
($ 6,461,149)
($6,461,149)
-
(
3,036,537)
(
3,036,537)
-
-
-
-
-
-
-
-
-
($ 9,497,686)
$ -
4,626,502
4,626,502
-
(
2,828,816)
(
2,828,816)
-
-
-
-
$ 1,797,686
$1,797,686
-
374,563
374,563
-
-
-
-
-
-
-
-
-
$ 2,172,249
$ -
-
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
(
2,299,624)
1,681,044
-
-
($ 618,580)
$ 264,325,048
-
264,325,048
2,222,762
(
3,596,644)
(
1,373,882)
-
-
(
7,961,657)
1,196
$ 254,990,705
$254,990,705
(
17,442,990)
(
2,708,571)
(
20,151,561)
-
-
(
597,124)
(
14,755)
24
(
2,299,624)
-
-
39
$ 231,927,704
$ 264,325,048
-
264,325,048
2,222,762
(
3,596,644)
(
1,373,882)
-
-
(
7,961,657)
1,196
$ 254,990,705
$254,990,705
(
17,440,272)
(
2,709,329)
(
20,149,601)
-
-
(
597,124)
(
14,755)
38
(
2,299,624)
-
180,351
39
$ 232,110,029

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

  • 24 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortization
Net (gain) loss on financial assets or liabilities at
fair value through profit or loss
Expected credit loss
Share of loss of associates and joint ventures
accounted for under equity method
Gain from disposal of investments
Loss on disposal of property, plant and
equipment
Gain on lease modification
Interest expense
Interest income
Dividend income
Unrealized foreign exchange loss
Changes in operating assets and liabilities
Changes in operating assets
Financial assets /liabilities at fair value
through profit or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Cash paid for income tax
Net cash flows from operating activities
Notes
2019
2018
($ 16,525,428 )
$ 6,569,430
6(26)
35,129,951
35,878,131
(
1,340,458 )
301,253
-
100,233
6(7)
(
307,296 ) (
443,869 )
6(24)
(
21,069 ) (
968 )
6(24)
219,607
267,509
(
951 )
-
6(25)
1,031,733
566,967
6(23)
(
1,030,073 ) (
991,116 )
6(23)
(
123,952 ) (
236,574 )
60,811
149,778
436,671
(
22,574 )
5,182,421
(
1,514,778 )
1,972,618
13,277,320
582,673
(
214,028 )
417,698
(
597,531 )
(
2,773,889 ) (
505,320 )
34,906
(
55,873 )
(
4,695,964 )
1,474,345
1,132,690
87,117
(
2,467,509 ) (
1,755,666 )
(
6,987 )
1,322,052
573,285
370,916
(
3,285) (
78,805)
17,478,203
53,947,949
(
3,642,821) (
1,368,330)
13,835,382
52,579,619

(Continued)

  • 25 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at fair
value through profit or loss
Acquisition of investments in equity instruments
measured at fair value through other comprehensive
income
Proceeds from disposal of financial assets at fair
value through other comprehensive income
Decrease (increase) in financial assets at amortized
cost - current
Increase in investment accounted for under equity
method
Proceeds from disposal of investment accounted for
under equity method
Decrease (increase) in other financial assets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Net cash flow from acquisition of subsidiaries
(Increase) decrease in other non-current assets
Interest received
Dividends received
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term borrowings
Payment of long-term borrowings
Interest paid
Payment of the principal portion of lease liabilities
Cash dividends paid
Payments to acquire treasury shares
Others
Net cash flows (used in) from financing
activities
Effect of changes in foreign currency exchange
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2019
2018
($ 148,874 ) ($ 172,555 )
35,585
-
(
147,364 ) (
1,568,983 )
1,500
-
31,659,162
(
51,592,853 )
-
(
93,443 )
-
28,928
55,870
(
376,107 )
6(31)
(
24,804,629 ) (
46,702,767 )
38,597
32,249
6(11)
(
49,825 ) (
72,614 )
6(31)
330,546
-
(
318 )
6,777
1,095,236
928,781
693,976
545,771
8,759,462
(
99,036,816)
500,000
34,000,000
(
16,227,000 ) (
10,960,000 )
(
985,651 ) (
472,841 )
(
463,805 )
-
6(20)
(
597,124 ) (
7,961,657 )
6(18)
(
2,299,624 )
-
6(19)
39
-
(
20,073,165)
14,605,502
(
1,636,032) (
289,932)
885,647
(
32,141,627 )
33,847,328
65,988,955
$ 34,732,975
$ 33,847,328

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

  • 26 -

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Innolux Corporation:

Opinion

We have audited the accompanying parent company only balance sheets of Innolux Corporation (the “Company”) as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

  • 27 -

The key audit matters in relation to the financial statements for the year ended December 31, 2019 are outlined as follows:

Inventory valuation

Description

The industry is characterized by the significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the Company’s existing products may become obsolete when the customers demand for new products or the Company fails to compete with the evolutionary production approach. The Company evaluates the inventory by taking into account of allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arise from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory as a result of that the amounts of inventories are material and the sales of related products may have significant fluctuations; we consider inventory valuation a key audit matter.

How our audit addressed the matter

We obtained the net realizable value report of inventory used by management for evaluation. And obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents to assess the reasonableness of net realizable value and the appropriateness of valuation basis.

Valuation and impairment of goodwill and property, plant and equipment

Description

For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Notes 6(8) and 6(11).

Innolux Corporation estimates future cash flows based on appropriate discount rates. In determining whether goodwill and property, plant and equipment may be impaired, the recoverable amount of the cash generating unit is measured based on how assets are utilized, duration years of assets and projected income and expenses in the future. The estimate involves several assumptions such as determination of discount rates, expected growth rate and future financial projections. As these estimates are dependent upon significant management judgement, we consider management’s assessment of impairment of goodwill and property, plant and equipment a key audit matter.

  • 28 -

How our audit addressed the matter

We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

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

  • 29 -

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • E. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

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

  • 30 -

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

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

PricewaterhouseCoopers, Taiwan February 13, 2020


The accompanying parent company only 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 parent company only 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.

  • 31 -

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(5)
7
7
6(6)
6(2)
6(3)
6(7)
6(8), 7 and 8
6(9)
6(10)
6(11) and 8
6(26)
6(8) and 8
December31,2019
$ 23,892,085
7,660
17,793,800
31,348,610
8,274,534
620,723
660,155
26,359,099
3,344,555
20,558
112,321,779
2,651,408
965,431
83,068,937
164,083,562
5,350,404
527,232
17,446,858
7,339,101
2,011,704
283,444,637
$ 395,766,416
December31,2018
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortized cost -
current
1170
Accounts receivable, net
1180
Accounts receivable, net - related
parties
1200
Other receivables
1210
Other receivables - related parties
130X
Inventory
1410
Prepayments
1479
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other comprehensive income -
non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
$ 23,269,922
160,172
49,779,150
39,176,537
8,447,974
595,079
393,518
26,805,645
706,270
2,426
149,336,693
1,198,417
1,111,388
83,002,481
176,216,141
-
551,970
17,599,664
7,166,754
2,074,099
288,920,914
$ 438,257,607

(Continued)

  • 32 -

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity Notes
December31,2019
December31,2018
6(2)
$ 345,003
$ 19,899
25,060,763
26,777,128
7
61,151,192
62,465,508
6(12) and 7
23,314,297
28,693,227
6(26)
-
2,634,659
6(15) and 9
6,772,357
6,782,914
430,143
-
6(13)
15,956,013
16,194,486
4,297,573
3,183,671
137,327,341
146,751,492
6(13)
19,550,268
35,142,090
6(26)
1,465,526
880,013
4,959,354
-
6(14)
536,223
493,307
26,511,371
36,515,410
163,838,712
183,266,902
6(16)
97,110,720
99,520,720
6(17)
100,362,379
99,648,115
6(18)
7,870,713
7,648,437
4,663,463
1,090,721
29,864,446
51,746,175
6(19)
(
7,325,437) (
4,663,463)
6(16)
(
618,580)
-
231,927,704
254,990,705
$ 395,766,416
$ 438,257,607
Current liabilities
2120
Financial liabilities at fair value
through profit or loss - current
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions - current
2280
Lease liabilities - 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
2580
Lease liabilities - non-current
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
3500
Treasury shares
3XXX
Total equity
3X2X
Total liabilities and equity

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

  • 33 -

INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items Notes
2019
2018
6(20) and 7
$ 249,384,126
$ 278,407,555
6(6)(24) and 7
(
254,797,481) (
260,401,853)
(
5,413,355)
18,005,702
6(24) and 7
(
1,226,054) (
1,654,671)
(
4,708,808) (
4,700,630)
(
11,543,290) (
11,294,086)
(
17,478,152) (
17,649,387)
(
22,891,507)
356,315
6(21) and 7
2,101,340
2,232,724
6(22)
1,344,637
(
752,123)
6(23)
(
1,027,787) (
565,881)
2,658,336
2,957,675
5,076,526
3,872,395
(
17,814,981)
4,228,710
6(26)
371,991
(
2,005,948)
($ 17,442,990)
$ 2,222,762
6(14)
($ 58,246) ($ 29,878)
6(19)
(
145,957) (
229,701)
6(19)
445,388
(
2,599,115)

6(26)
86,781
5,976
327,966
(
2,852,718)
6(19)
(
2,951,172) (
828,563)
6(19)
(
85,365)
84,637
(
3,036,537) (
743,926)

($ 2,708,571) ($ 3,596,644)
($ 20,151,561) ($ 1,373,882)
6(27)
($ 1.77)
$ 0.22
($ 1.77)
$ 0.22
4000
Sales revenue
5000
Operating costs
5900
Net operating (loss) margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating (loss) 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
(Loss) profit before income tax
7950
Income tax benefit (expense)
8200
(Loss) profit for the year
Other comprehensive (loss) income (net)
Components of other comprehensive
income (loss) that will not be reclassified
to profit or loss
8311
Remeasurement of defined benefit plans
8316
Unrealized losses on financial assets at
fair value through other comprehensive
income
8330
Share of other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for under equity
method
8349
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
8310
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
Components of other comprehensive loss
that will be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8380
Share of other comprehensive (loss)
income of subsidiaries, associates and
joint ventures accounted for under equity
method
8360
Components of other comprehensive
loss that will be reclassified to profit
or loss
8300
Other comprehensive loss for the year, net
of tax
8500
Total comprehensive loss for the year
(Loss) earnings per share (in dollars)
9750
Basic (loss) earnings per share
9850
Diluted (loss) earnings per share

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

  • 34 -

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

2018
Balance at January 1
Effect of modified retrospective approach under IFRS 9
Balance at January 1 after adjustments
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss)
Appropriation of 2017 earnings:
Legal reserve
Special reserve
Cash dividends
Recognition of change in equity of associates in proportion to the Company's
ownership
Balance at December 31
2019
Balance at January 1
Loss for the year
Other comprehensive (loss) income for the year
Total comprehensive (loss) income
Appropriation of 2018 earnings:
Legal reserve
Special reserve
Cash dividends
Recognition of change in equity of associates in proportion to the Company's
ownership
Recognition of changes in ownership interests in subsidiaries
Purchase of treasury shares
Cancellation of treasury shares
Others
Balance at December 31
Notes Commonstock Capitalsurplus RetainedEarnings Other EquityInterest Treasury shares Total
Legal reserve Special reserve Unappropriated
retained earnings
Financial
statements
translation
differences of
foreignoperations
Total Unrealized
gains (losses) from
financial assets
measured at fair
value through other
comprehensive
income
U
nrealized gain (loss)
on available-for-sale
financialassets
6(19)
6(19)
6(18)
6(17)
6(19)
6(18)
6(17)
6(17)
6(16)
6(16)(17)
6(17)
$ 99,520,720
-
99,520,720
-
-
-
-
-
-
-
$99,520,720
$99,520,720
-
-
-
-
-
-
-
-
-
(
2,410,000 )
-
$ 97,110,720
$ 99,646,919
-
99,646,919
-
-
-
-
-
-
1,196
$ 99,648,115
$ 99,648,115
-
-
-
-
-
-
(
14,755 )
24
-
728,956
39
$ 100,362,379
$ 3,945,576
-
3,945,576
-
-
-
3,702,861
-
-
-
$7,648,437
$7,648,437
-
-
-
222,276
-
-
-
-
-
-
-
$ 7,870,713
$ 3,418,804
-
3,418,804
-
-
-
-
(
2,328,083 )
-
-
$1,090,721
$1,090,721
-
-
-
-
3,572,742
-
-
-
-
-
-
$ 4,663,463
$ 58,883,750
-
58,883,750
2,222,762
(
23,902 )
2,198,860
(
3,702,861 )
2,328,083
(
7,961,657 )
-
$51,746,175
$51,746,175
(
17,442,990 )
(
46,597 )
(
17,489,587 )
(
222,276 )
(
3,572,742 )
(
597,124 )
-
-
-
-
-
$ 29,864,446
($ 5,717,223 )
-
(
5,717,223 )
-
(
743,926 )
(
743,926 )
-
-
-
-
($6,461,149 )
($6,461,149 )
-
(
3,036,537 )
(
3,036,537 )
-
-
-
-
-
-
-
-
($ 9,497,686 )
$ -
4,626,502
4,626,502
-
(
2,828,816 )
(
2,828,816 )
-
-
-
-
$ 1,797,686
$ 1,797,686
-
374,563
374,563
-
-
-
-
-
-
-
-
$ 2,172,249
$ 4,626,502
(
4,626,502 )
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
(
2,299,624 )
1,681,044
-
($ 618,580 )
$ 264,325,048
-
264,325,048
2,222,762
(
3,596,644 )
(
1,373,882 )
-
-
(
7,961,657 )
1,196
$254,990,705
$254,990,705
(
17,442,990 )
(
2,708,571 )
(
20,151,561 )
-
-
(
597,124 )
(
14,755 )
24
(
2,299,624 )
-
39
$ 231,927,704

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

  • 35 -

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortization
Net (gain) loss on financial assets or liabilities at
fair value through profit or loss
Expected credit loss
Share of profit of subsidiaries and associates
accounted for under equity method
(Gain) loss on disposal of investments
Loss on disposal of property, plant and
equipment
Gain on lease modification
Interest income
Dividend income
Interest expense
Unrealized foreign exchange loss
Changes in operating assets and liabilities
Changes in operating assets
Financial assets /liabilities at fair value
through profit or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Cash paid for income tax
Net cash flows from operating activities
Notes
2019
2018
($ 17,814,981 )
$ 4,228,710
6(24)
30,888,735
31,969,539
(
1,343,327 )
109,790
-
100,000
(
2,658,336 ) (
2,957,675 )
6(22)
(
19,001 )
10,533
6(22)
1,965
18,641
(
951 )
-
6(21)
(
683,012 ) (
775,096 )
6(21)
(
13,301 ) (
5,838 )
6(23)
1,027,787
565,881
60,811
149,778
477,616
(
86,139 )
7,827,927
2,128,692
173,440
1,038,736
(
87,150 )
124,760
446,546
(
1,424,391 )
(
2,821,526 )
344,197
1,714
(
1,539 )
(
1,716,365 ) (
2,246,645 )
(
1,314,316 )
17,605,708
(
3,801,853 ) (
1,751,921 )
(
10,557 )
1,322,052
1,113,902
(
301,082 )
(
19,085) (
83,503)
9,716,682
50,083,188
(
1,762,721) (
159,435)
7,953,961
49,923,753

(Continued)

  • 36 -

INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other receivables - related parties
Acquisition of financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at fair
value through profit or loss
Acquisition of investments in equity instruments
measured at fair value through other comprehensive
income
Decrease (increase) in financial assets at amortized
cost - current
Increase in investment accounted for under equity
method
Proceeds from capital reduction of investments
accounted for under equity method
Increase in other financial assets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Increase in other non-current assets
Interest received
Dividends received
Net cash flows from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term borrowings
Payment of long-term borrowings
Cash dividends paid
Interest paid
Payment of the principal portion of lease liabilities
Payments to acquire treasury shares
Others
Net cash flows (used in) from financing
activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2019
2018
($ 266,637 ) ($ 364,727 )
(
145,249 )
-
35,585
-
-
(
1,341,089 )
31,933,350
(
49,945,950 )
(
592,405 ) (
2,188,258 )
27,397
96,421
(
19,190 ) (
350,449 )
6(29)
(
19,876,808 ) (
41,713,067 )
276,715
34,691
6(11)
(
480 ) (
28,240 )
(
1,154 ) (
177 )
744,541
692,581
583,310
315,020
12,698,975
(
94,793,244)
500,000
34,000,000
(
16,210,000 ) (
10,960,000 )
6(18)
(
597,124 ) (
7,961,657 )
(
982,242 ) (
471,756 )
(
441,822 )
-
6(16)
(
2,299,624 )
-
6(17)
39
-
(
20,030,773)
14,606,587
622,163
(
30,262,904 )
23,269,922
53,532,826
$ 23,892,085
$ 23,269,922

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

  • 37 -

Attachment 5

INNOLUX CORPORATION

Table of Losses Offsetting of Year 2019

Unit: NT$

Unit: NT$
Item Amount Explanation
Accumulated retained earning at the start
of the year
Adjusted retained earnings of year 2019
Adjusted undistributed retained earnings
Net loss after tax of Year 2019
Special reserve
Unappropriated retained earnings to date

47,354,032,180
(46,596,037)
47,307,436,143
(17,442,990,310)
(2,661,974,482)
27,202,471,351
Note 1
Note 2

Note 1: The number of adjusted retained earnings of year 2019 is the defined retirement benefit plan actuarial loss.

Note 2: The Company shall set aside a special reserve from the net deductions from shareholders’ equity (including exchange differences from the translation of financial statements of foreign operations, unrealized financial assets profits at fair value through other comprehensive income) for the current fiscal year

Chairman: General Manager: Accountant:

  • 38 -

Attachment 6

Comparative table for Amendments to Procedures for Engaging in Derivatives Trading

Article No. The current Article The Amended Article Reasons for
Amendment
Enactment
date
These Rules was made on June
29, 2010
The
enactment
date has
been
included in
the history of
Article 11,
and this
article is
deleted
Article 2 Statutory Basis
~~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~~
~~In~~
~~struments: 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~~
~~Sup~~
~~ervisory Commission Jin~~
~~Guan Zheng Shen Ji Order~~
~~no. 1030010325 on April 3rd~~
~~2014.~~
~~4.~~
~~International Financial~~
~~Reporting Standards No. 7~~
~~“Financial Instruments:~~
~~Disclosures” approved by~~
~~Financial Supervisory~~
~~Commission Jin Guan Zheng~~
~~Shen Ji Order no.~~
~~10300~~
~~10325 on April 3rd~~
~~2014.~~
Statutory Basis
The Company has formulated
these procedures in accordance
with the regulations of Article 36-
1 of the Securities and
Exchange Act (hereafter
referred as the Act) and the
standards for Public Company
Acquisition or Disposal of
Assets.

Amended
with the
provisions of
the law
Article 4 Principles and Guidelines
3.Division of Responsibilities
(a)Board of Directors:
Principles and Guidelines
3.Division of Responsibilities
(a)Board of Directors:
Amended
with the
provisions of
  • 39 -
Article No. The current Article The current Article The Amended Article Reasons for
Amendment
(1) Make decisions
concerning formulation
and amendment of these
procedures.
(2) Assign senior
executives to supervise
and control the risks of
derivatives trading
described herein at any
time.
~~, and to sign the~~
~~relevant contracts and~~
~~handle account matters~~
~~on behalf of the~~
~~Company.~~

(1) Make decisions
concerning formulation
and amendment of these
procedures.
(2) Assign senior
executives to supervise
and control the risks of
derivatives trading
described herein at any
time.

the law
Article 4 Principles and Guidelines
3.Division of Responsibilities
(g) Accounting Department:
(3) The disclosure of
derivative products
transactions in financial
reports (quarterly,
annually) shall be in
accordance with
~~Paragraph 3 and 4 of~~
Article2 hereof.
Principles and Guidelines
3.Division of Responsibilities
(g) Accounting Department:
(3) The disclosure of
derivative products
transactions in financial
reports (quarterly,
annually) shall be in
accordance with Article 2
hereof.

Amended
with the
provisions of
the law
Article 7 Accounting
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.



Accounting
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 Article 2)
shall be disclosed.


Amended
with the
provisions of
the law
~~gp~~
shall be
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.
These Procedures were made
on May 19 2004. The first
amendment was made on June
19 2009. The second
amendment was made on June
29 2010. The third amendment
was made on June 24 2016.
The fourth amendment was
made on June 19,2020.
To explain
the
amendment
history of
Articles of
Incorporation
  • 40 -

Attachment 7

Comparative table for Amendments to Rules of Shareholders’ Meeting

Article No. The current Article The Amended Article Reasons for
Amendment
Article 3 (To convene shareholders
meeting and meeting notice)
The first, second and third items
are omitted.

(To convene shareholders
meeting and meeting notice)
The first, second and third items
are omitted.
Matters pertaining to election or Matters pertaining to election or

Amended
with the
provisions of
the law
discharge of directors, alteration
discharge of directors and
supervisors, alteration of the
Articles of Incorporation,
reduction of capital, application
for the approval of ceasing its
status as a public company,
approval of competing with the
company by directors, surplus
profit distributed in the form of
new shares, reserve distributed
in the form of new shares,
dissolution, merger, spin-off, or
any matters as set forth in
Paragraph I, Article 185 hereof
shall be itemized in the causes
or subjects to be described and
the essential contents shall be
explained in the notice to
convene a meeting of
shareholders, and shall not be
brought up as extemporary
motions; the essential contents
may be posted on the website
designated by the competent
authority in charge of securities

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.
affairs or the company, and such
website shall be indicated in the
abovenotice.
The convening of the
shareholders 'meeting has
stated the full re-election of
directors and the date of
appointment. After the election
of the shareholders' meeting is
completed, the same meeting
shall not change its appointment
date by temporary motion or
other means.

Amended
with the
provisions of
the law
Update item
5
Shareholder(s) holding one

Shareholder(s) holding one
percent (1%) or more of the total
number of outstanding shares of
the Companymay propose to


Amended
with the
provisions of
thelawand
percent (1%) or more of the total
number of outstanding shares of
the Companymay propose to
  • 41 -
Article No. The current Article The Amended Article Reasons for
Amendment
the Company a proposal for
discussion at a regular


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.but a shareholder
proposal urging a company to
promote public interests or fulfill
its social responsibilities may
still be included in the list of
proposals to be discussed at a
regular meeting of shareholders
by the board of directors. 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 ofshareholders.


amend to
item 6
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 Prior to the date on which share
Amended
with the
provisions of
the law and
amend to
item 7
transfer registration is
suspended before the
convention of a regular
shareholders' meeting, the
Company shall give a public

transfer registration is
suspended before the
convention of a regular
shareholders’ meeting, the
company shall give a public
notice announcing acceptance
of proposal in writing or by way
of electronic transmission, the
place and the period for
shareholders to submit
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 proposals to be discussed at the
ten (10) days. meeting; and the period for
accepting such proposals shall
not beless thanten(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
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
Amend to
item 8
containing more than 300 words 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,inpersonorby a proxy,

shall not be included in the
agenda of the shareholders'
meeting. The shareholder who
has submitted a proposal shall
attend,inpersonorby a proxy,
  • 42 -
Article No. The current Article The Amended Article Reasons for
Amendment
the regular shareholders'
meeting where at his/her
the regular shareholders'
meeting where at his/her
proposal is to be discussed and proposal is to be discussed and
shall take part in the discussion
ofsuchproposal.
shall take part in the discussion
ofsuchproposal.
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
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
Amend to
item 9
notice the proposals conforming notice the proposals conforming

to the requirements set out in
this Article. With regard to the
proposals submitted by

to the requirements set out in
this Article. With regard to the
proposals submitted by
shareholders but not included in shareholders but not included in
the agenda of the meeting, the
cause of exclusion of such
proposals and explanation shall
be made by the board of
directors at the shareholders'
meeting to be convened.
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 16 (Meeting minutes and signing
items)
The first, second items are
omitted.
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.

(Meeting minutes and signing
items)
The first, second items are
omitted.
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
voting results (including
statistical weights) are recorded.
When there are elected
directors, the number of votes
for each elected person shall be
disclosed.The minutes shall be
kept persistently throughout the
life of the company.

In order to
implement
the case-by-
case voting
spirit, refer to
the Asian
Corporate
Governance
Association's
proposal to
amend item
3
  • 43 -

Attachment 8

List of Director Candidates

List of Director Candidates
Title Name Education & Experience Shareholding
(Note)
Director Jyh-Chau
Wang ,
M.S., Materials Engineering, National Tsing-Hua
University
Chairman & CEO , Innolux Corporation
Vice President, Chi Mei Optoelectronics
Corporation
Vice President, Chi Lin Technology Co., Ltd.
Deputy Plant Director, Unipac Optoelectronics
Corp.
Associate Research Fellow, Material Research
laboratories, Industrial Technology Research
Institute
89,000

Note : The collective shareholdings were shown as of April 21, 2020, the record date for the 2019 Annual Shareholders’ Meeting.

  • 44 -