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INX AGM Information 2022

Jul 8, 2022

52330_rns_2022-07-08_a8f49b31-7f14-4ac8-8888-6c6183f3cdf0.pdf

AGM Information

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Stock Code: 3481

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Handbook for the 2022 Annual General Meeting of Shareholders

June 24, 2022

------ Disclaimer ----

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2022 ANNUAL SHAREHOLDERS’ MEETING OF INNOLUX CORPORATION THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.

Table of Contents

I. Meeting Procedures ------------------------------------------------------------------------------- 1
II. Meeting Agenda ----------------------------------------------------------------------------------- 2
1. Reporting Items -------------------------------------------------------------------------------- 3
2. Adopting Items --------------------------------------------------------------------------------- 4
3. Discussion and Election Items --------------------------------------------------------------- 6
4. Extemporary Motions ------------------------------------------------------------------------- 12
III. Attachments
1. 2021 Business Report ------------------------------------------------------------------------- 13
2. 2021 Audit Committee’s Review Report --------------------------------------------------- 19
3. Independent Auditors’ Report and Financial Statements -------------------------------- 20
4. 2021 Earnings Distribution Table ----------------------------------------------------------- 41
5. Comparative table for Amendment to Articles of Incorporation ------------------------ 42
6. Comparative table for Amendment to Procedures for the Acquisition and Disposition of
Assets -------------------------------------------------------------------------------------------- 44
7. Comparative table for Amendment to Rules of Shareholders’ Meeting --------------- 65
8. List of the Candidates of Directors (including Independent Directors) ---------------- 76
9. Details of the Duties Subject to Releasing the Candidates of Directors (including
Independent Directors) from Non-competition -------------------------------------------- 79
IV. Appendices
1. Rules of Shareholders’ Meeting ------------------------------------------------------------- 80
2. Articles of Incorporation ---------------------------------------------------------------------- 85
3. Election Rules of Directors ------------------------------------------------------------------- 90
4. Shareholding Table of All Directors -------------------------------------------------------- 91

InnoLux Corporation

Procedures of 2022 Annual General Shareholders’ Meeting

  • I. Report of Number of Shares Represented by Attendees

  • II. Call the Meeting to Order

  • III. Chairman Remarks

  • IV. Reporting Items

  • V. Adopting Items

  • VI. Discussion and Election Items

  • VII. Extemporary Motions

  • VIII. Adjournment

  • 1 -

InnoLux Corporation

Agenda of 2022 Annual General Shareholders’ Meeting

Format: Physical Shareholders’ Meeting

Time & Date: 09:00 am, June 24, 2022

Location: 3F, No.36, Keyan Rd., Zhunan Township, Miaoli County, Taiwan R.O.C.

Assembly hall of the Administrative Service Center of Zhunan Site, Hsinchu Science Park

1. Chairman Remarks:

2. Reporting Items:

  • (1) 2021 Business Report

  • (2) 2021 Audit Committee's Review Report

  • (3) 2021 Report on Directors and Employees Remuneration Distribution

3. Adopting Items:

  • (1) Proposals of 2021 Business Report and Financial Statements

  • (2) Proposals of 2021 Earnings Distribution Table

4. Discussion and Election Items

  • (1) Amendments to the Articles of Incorporation

  • (2) Proposal to process Capital Reduction in Cash

  • (3) Amendments to the Procedures for the Acquisition and Disposal of Assets

  • (4) Amendments to the Rules of Shareholders’ Meeting

  • (5) Proposal to overall re-election of nine Directors (including five Independent Directors)

  • (6) Proposal to lift non-competition restrictions on the Directors of the Company

5. Extemporary Motions

6. Adjournment

  • 2 -

Reporting Items

Proposal 1: 2021 Business Report

Explanatory note: Please refer to Attachment 1 for the 2021 Business Report (Pages 13 to 18).

Proposal 2: 2021 Audit Committee's Review Report

Explanatory note: Please refer to Attachment 2 for the 2021 Audit Committee's Review Report (Page 19).

Proposal 3: 2021 Report on Directors and Employees Remuneration Distribution

Explanatory note: The Board of the Directors has approved on February 11, 2022 the cash distribution of NT$ 4,246,994,277 in cash as remuneration to Employees and NT$ 65,338,373 to Directors.

  • 3 -

Adopting Items

(Proposed by the Board of Directors)

Proposal 1: 2021 Business Report and Financial Statements

Explanatory note:

  • a. 2021 Financial Statements of the Company had been duly audited by CPA, Hsu, Sheng-Chung and CPA, Liang, Hua-Ling of Pricewaterhousecoopers Taiwan.

  • b. The Business Report and Financial Statements are attached hereto as Attachment 1 & 3 (Pages 13 to 18 and 20 to 40).

Resolution:

  • 4 -

(Proposed by the Board of Directors)

Proposal 2: 2021 Earnings Distribution Table

Explanatory note:

  • a. Please refer to Attachment 4 for 2021 Earnings Distribution Table (Page 41).

  • b. Proposed cash dividend distributed to shareholders is NT$ 11,087,601,054 (NT$ 1.05 per share). The distribution of cash dividends shall be accounted by dollars and rounded off to the integer according to the distribution proportion. Fractional dividend amounts that are less than NT$ 1 are aggregated and it is proposed that the Chairman be authorized to conduct the adjusment.

  • c. 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.

  • d. 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:

  • 5 -

Discussion and Election Items

(Proposed by the Board of Directors)

Proposal 1: Amendments to the Articles of Incorporation

Explanatory note:

  • a. The Company will partly revise the Articles of Incorporation of the Company, pursuant to the amendment of laws and the operation plans.

  • b. The comparative table of the amendment is attached hereto as Attachment 5 (page 42~43).

Resolution:

  • 6 -

(Proposed by the Board of Directors)

Propsal 2: Proposal to process Capital Reduction in Cash

Explanatory note:

  • a. In order to increase return on shareholders' equity and adjust the capital structure, the Board of the Company resolved to reduce capital and refund cash to shareholders.

  • b. Amount of capital reduction is NT$ 10,031,639,050 and shares to be cancelled are 1,003,163,905. According to the total shares 10,559,620,051 issued, capital reduction percentage is 9.50%. Shareholders will be refunded by NT$ 0.95 per holding share rounded up tothe nearest integer in cash. After capital reduction, share capital will be NT$ 95,564,561,460. However, paid-in capital and capital reduction percentage after capital reduction are calculated in accordance with the total shares issued at the record date of the capital reduction and replacement of shares.

  • c. According to the total shares issued in the preceding paragraph, 905 new shares were issued for each thousand shares. After capital reduction, shareholders may combine shares of common stock less than 1 share with the stock transfer agency of the Company within 5 days prior to the record date of the capital reduction and replacement of shares. For fractional shares of common stock that are still less than 1 share after combination, cash deducted bookentry transfer and dematerialized registration fees will be distributed at the closing price rounded up to the nearest integer on the last trading date at the stock exchange market before the record date for stock conversion; Chairperson is authorized to appoint a specific party to subscribe to such fractional shares at the closing price.

  • d. The new shares to be issued under the capital reduction will be issued without any entity, and the rights and obligations of the new shares will be the same as those of the original shares. After the resolution of shareholders’ meeting, the case shall be reported to the competent authority for obtaining approval. It is proposed that the Chairman be authorized to determine the record date for capital reduction and replacement of shares, and other related matters as well.

  • e. If any matters relevant to the capital reduction need to be amended due to the change of the share capital, the revision of the R.O.C. laws or regulations, market conditions, and other factors before the record date for capital reduction, the Chairperson of the Company is authorized to deal with relative matters in accordance with the approval from the shareholders' meeting.

Resolution:

  • 7 -

(Proposed by the Board of Directors)

Propsal 3: Amendments to the Procedures for the Acquisition and Disposal of Assets

Explanatory note:

  • a. The Company will partly revise the Procedures for the Acquisition and Disposal of Assets of the Company, pursuant to the amendment of laws and the operation plans.

  • b. The comparative table of the amendment is attached hereto as Attachment 6 (page 44~64).

Resolution:

  • 8 -

(Proposed by the Board of Directors)

Propsal 4: Amendments to the Rules of Shareholders’ Meeting

Explanatory note:

  • a. In conformity with the amendments of laws & regulations, it is proposed to amend “Rules of Shareholders’ Meeting” of the Company.

  • b. The comparative table of the amended provisions is attached hereto as Attachment 7 (page 65~75).

Resolution:

  • 9 -

(Proposed by the Board of Directors)

Propsal 5: Proposal to overall re-election of nine Directors (including five Independent Directors)

Explanatory note:

  • a. The term of office of the 8th Directors of the Company will expire on June 30, 2022.

  • b. Nine Directors (including five Independent Directors) shall be elected this time; the term of office is from July 1, 2022 to June 30, 2025, for a term of three years.

  • c. The number of nominated Directors (including five Independent Directors) is prescribed under the Articles of Incorporation; the candidate nomination system is adopted in accordance with Articles of Incorporation. Shareholders shall elect the Directors from the list of the candidates. For the educational background, major experience, and other related information of the candidates, please refer to Attachment 8 (page 76~78).

  • d. It is proposed to submit for election.

Election Results:

  • 10 -

(Proposed by the Board of Directors)

Propsal 6: Proposal to lift non-competition restrictions on the Directors of the Company

Explanatory note:

  • a. According to Article 209 of the Company Act, a Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • b. The Director candidates of the Company may have competition situation, under the condition that such competition will not damage to the Company, it is proposed to dismiss the limitation on the non-competition obligation of the Directors, for the dismissed items, please refer to Attachment 9 (page 79).

Resolution:

  • 11 -

Extemporary Motions

  • 12 -

Attachment 1

InnoLux Corporation 2021 Business Report

Report on the Company's operating results for 2021 as follows.

I. Report on operating results for 2021

In early 2021, the global economy was weaker than expected. As the new Omicron variant keeps spreading, governments of various countries are reintroducing strict crowd control. Under the impact of energy price hikes and supply disturbances, both the extent and spillover of inflation went beyond expectations, especially in the U.S. and many emerging and developing economies. The real estate industry in China is shrinking and the recovery in private consumption is slower than expected. Both factors are affecting the outlook of economic growth.

According to IMF’s forecast, global risks are tilted to the downside. The occurrence of new variants may prolong the pandemic and bring volatilities to the economy. Moreover, the supply chain disturbances, the energy price fluctuations and local salary pressures make the trend of inflation and policies more uncertain. Interest rate hikes in developed economies could trigger risks to financial stability and could put capital flow and monetary and fiscal positions in emerging markets and developing economies at risk. This is especially true given the sharp rise in debt levels over the past two years. Geopolitical tensions remain, making it possible for other global risks to emerge. In addition, the current climate crises represent the likelihood of a major natural disaster remains high.

Therefore, the Company needs to expand relevant production and supply chain systems and improve the delivery system to enhance the reliability of the international division of labor. For the financial aspect, many countries continue to tighten their monetary policies to control the inflationary pressures. Under this background, the importance of cross-country cooperation gradually increases. The Company must have continuous liquidity in the face of various situations and accelerate the implementation of an orderly global deployment when necessary. In the meantime, expanding the investment in ESG affairs to meet the rising corporate citizenship standards is also important.

The display technology industry continues to move toward cross-boundary integration and transforming upgrading, which is specifically carried out on strategies for the upgrading of technology, creating product value, new ventures, and field construction, echoing the Company's three-Vs business strategy. The Company's operating performance for the year 2021 reached record highs in gross margin, operating margin and net income margin since the merger. The Company will continue to adjust its business strategies, refine new technologies, develop new applications, continuously increase the added value of its products, pursue high-end technology products and develop emerging markets in order to create maximum benefits for the Company,

  • 13 -

its shareholders, customers and partners through the improvement of technology and overall product quality.

II. Results of business plan implementation and budget execution

For 2021, the Company consolidated sales revenue was NT$ 350,076,690 thousand, up NT$ 80,165,639 thousand, or 29.7%, compared with 2020 (2020’s consolidated net sales revenue was NT$ 269,911,051 thousand). For 2021, the net profit attributable to shareholders of parent company was NT$ 57,534,461 thousand, and the earnings per share was NT$ 5.53.

No financial forecast has been disclosed for 2021, therefore there is no need to disclose budget execution.

III. Analysis of Financial Income and Expenditure and Profitability

Items 2020 2021
Capital Structure
(%)
Debts to assets ratio 37.41 34.81
Long-term capital to property, plant, and
equipment ratio
146.59 209.21
Solvency Current ratio(%) 145.79 150.85
Quick ratio(%) 114.66 114.28
Interest coverage multiplier(times) 3.49 64.88
Profitability Return on assets(%) 0.66 13.77
Return on equity (%) 0.70 21.22
Operating profits as a percentage of paid-
in capital(%)
1.82 59.39
Net profits before tax as a percentage of
paid-in capital(%)
2.57 59.10
Netprofit margin(%) 0.61 16.44
Earningsper share(NT$) 0.17 5.53

IV. Status of Research and Development

Along with the emergence of the metaverse, the new type of display technology that connects the virtual and the real world will play an important role. The Company devotes itself to developing a non-dazzling, high-resolution VR LCD that creates a high sense of immersion and resolves the problem of the pane effect caused by the insufficient resolution of VR in the market; besides, with its world-leading N3D technology, the Company has developed an exclusive "consumer multi-person naked eye N3D display" based on intuitive 3D images which do not cause dizziness even after prolonged use. This product can be applied to smart retail. In addition, the “Medical-use Naked Eye 3D Display” will be applied to the smart medical field, providing a more intuitive experience for medical education and medical diagnosis.

In terms of smart mobility, the Company is cooperating with Taipei Metro to design a digital train. It provides a wide range of cross-boundary applications and software and hardware integration solutions for display and communication technologies. By using the arrival billboard and curved billboard as an interface, it assists customers to resolve the problems of time and labor-consuming replacement of the advertisement, poor performance, monotonous marketing,

  • 14 -

and business model, etc.; and to develop new applications and new business models.

In the field of wireless communications, LC Meta-Surface Antenna products are massproduced and combined with actively development technology of Panel Level Package in recent years. Compared with traditional dish antennas, the LC Meta-Surface Antenna can track satellites without the need for a motor device, is lightweight and flat, and has the same broadband, high pointing and wide angle scanning performance with lower power consumption, so is very suitable for the future development of low-orbit satellite communication, autonomous vehicles, satellite IoT (Internet of Things) and radio communication for rescue purpose.

In the field of architecture, Smart LC Window is well received after being exhibited in major exhibitions. Its features of heat insulation, energy-saving, and light penetration, in terms of the 2050 net-zero emissions goal, help reduce the energy consumption of buildings. It can reduce the use of indoor air conditioning, which helps to reduce greenhouse gas production, and can be used with smart projection windows for more diversified advertising applications. In this way, the customer can realize the value of energy-saving and sustainability and move towards the UN sustainable development goal of sustainable cities and communities.

The Company has also crossed over into the semiconductor packaging field, Panel Level Package (PLP), to develop advanced packaging technologies that can highly integrate wafers and facilitate the technology innovation of heterogeneous integration. The Company utilizes its existing G3.5 production line to develop mid-to-high-end semiconductor packaging technology with large G3.5 FOPLP substrates to provide the customers with more competitive costs and create greater profit value.

In terms of automotive display applications, it is expected that the automotive market will develop towards large displays in the future, developing a visual experience suitable for the cabin experience. The cutting technology and curved display technology that match the interior design of automobiles are already being studied and are entering mass production. In addition to the styling advancement of display panels, the high security protective glass required for automotive displays is also the focus of our vertical integration to achieve the stringent requirements of high uniformity, low reflection, and anti-glare for automotive regulations at various viewing angles.

TV panel products continue to implement the strategy of supplying OC (Open-Cell) and complete TV sets in order to provide customers with complete services. To follow the market trend, Innolux develops High PPI (Pixels Per Inch), VRR (Variable Refresh Rate), and HPR(High Frame Rate) TVs and matches backlights of mini LED, in order to level up the quality of moving images. The products are combined with cameras and microphones for creating a multifunctional All-In-One audiovisual entertainment large-screen product.

At the same time, by expanding the application of public information display (PID) in the field market with narrow-bezel splicing screens, the Company has stood in the top three of the display wall market; in response to the post-epidemic era, the Company actively develops the high brightness and weather resistance Outdoor Display which can clearly present images no

  • 15 -

matter whether or not it is sunny or rainy and can broadcast video entertainment, advertisements, and sports game outdoors; develop the wide viewing angle and low reflection shelf screen to deploy in smart retailing as the online-to-offline push ad to induce more potential consumers; develop a vibration-resistant and low-power-consumption cabin demand display for transmitting traffic network information, as well as the real-time information push of government advocating or advertisements to fully welcome the era of smart field demands.

In terms of Notebook panels, we have been working with major brand customers and providing them with high-end custom products with LTPS (Low Temperature Polycrystalline Silicon)/IGZO, advanced process technology; also, cooperating with three platforms (INTEL, NVIDIA and AMD) to develop low-power technology of 18.0/16.0 (WQXGA 240Hz/FHD 480Hz (High Frame Rate) and 30-120H VRR (Variable Refresh Rate), and exclusively supply to world-class customers. In addition, we have developed 3rd generation low-power E-Privacy Display to significantly improve the display quality, and combined with various advanced technological breakthroughs, we have also developed new Aspect Ratio 3:2 16:10 products and mini LED Display, which have improved the performance of TFT-LCD panels over OLED panels in key factors such as cost structure and quality reliability.

Small and medium-sized panels are being diversified in size, from 1.4" to 10", and are widely used in mobile devices and consumer electronics, including smartphones, tablet PCs, smart appliances, smart speakers, smart watches, VR head-mounted displays (HMDs), digital cameras, MFP multi-function printers, and entertainment game consoles. In terms of technology, LTPS and IPS are used to meet the market demand for high resolution and wide viewing angle. The development trend of small and medium-sized panels will move towards new specifications such as low power consumption, dynamic refresh rate, full screen, and narrow bezel to enhance product value. At the same time, we are committed to the full development of mini LED products in various applications, providing high contrast, high brightness, and ultra-low power consumption of the new generation of displays. To add value to the products, small and mediumsized of product lines, and digital camera screens to 17.3" 4K2K products, all apply to the techniques of mini LED.

There were two new applications put into mass production in the small-and-medium-size product lines, i.e. the VR AR relating to the metaverse. Among them, VR started to mass-produce 1200 ppi products and planned to mass-produce the 1411 ppi products by using the LTPS process. As for the 3D printer, it has also expanded its product offerings to 8K resolution to increase the product momentum of small-and-medium-sized products.

V. The Company's digital transformation

As a key component in the display technology industry, "panel" has a wide range of products with high complexity, and the cost and quality requirements are becoming increasingly challenging. Through the introduction of Industry 4.0 intelligent technology, the Company is committed to speeding up time-to-market, responding quickly to customer needs, and reducing

  • 16 -

material risks on the management side, and focusing on solving recruitment management problems, improving production quality, and reducing production costs on the production side.

In response to the strategic needs of the market from end-to-end supply chain to design/manufacturing/quality/management, we are promoting digital transformation with two main themes of smart manufacturing and flexible decision making to optimize production processes and organizational management. And under the operation of dual transformation strategy, with the original advantage and flexible cross-field ability, we create new application fields and inject new vitality into the industry. We continue to combine big data and artificial intelligence to link front and back-end intelligent factories and build decentralized decisionmaking systems to achieve technological improvement, productivity multiplier benefits and immediate value customers’ service.

  1. Intelligent manufacturing:

Our intelligent manufacturing integrates three development axes: X-axis (automation), Y-axis (data), and Z-axis (intelligence), and closely combines three types of talents (field experts, data scientists, and data technology experts) to create the world's leading Zero Worry factory. After years of hard work, the Company has the following advanced 4.0 technologies, which are applied in various areas of the factory.

Precise design: Design combined with Digital Twin technology for high quality and faster product development cycle.

Smart Production: From pre-production intelligent scheduling, intelligent DOE, intelligent dispatching...etc. to in-production and post-production equipment health diagnosis, virtual measurement, intelligent parameter monitoring, intelligent feedback control, intelligent logistics, intelligent monitoring...etc., all 4.0 Solution technologies are integrated into a highly intelligent Zero Worry factory with self-awareness, memory, operation, response and learning.

  • Intelligent inspection: Develop AI technology to replace manual visual inspection with image big data, significantly reducing inspection manpower and improving overall inspection quality. It could not only apply to panel inspection, but also expand the applying scope to use X-Ray in Smart Healthcare and Smart Detection for Industrial use. Effectively solve the defects of visible, unseen, and even invisible issues.

Further facilitate intelligent energy saving/intelligent factory administration/intelligent storage/intelligent personnel management...etc. With overall increase in quality and efficiency and reduction in costs and inventory and other bright results.

  1. Intelligent operating advancement:

Promote intelligent management in all aspects, optimize the quality and efficiency of

  • 17 -

decision making, and enhance the value of the Company. Use BI (Business Intelligent) operation as the cornerstone to create transparent information for decision making; optimize the data and intelligent application of key processes such as industry analysis, star products, profitability menu, capacity scheduling, and revenue analysis. Effectively link various functional platforms & processes; It provides multi-dimensional, real-time, and accurate visual decision support information to assist decision makers in managing risks and creating opportunities from Top Down; It also extends to Bottom up to improve operational efficiency at all levels, interact, link, and substantiate the results of execution. In 2021, the Company has made achievement digital transformation, and substantially improved effivienvy and operating results. The intelligent operation Stage 2.0 of the Company is on the way to proceed five key points, which are three levels of decision assistance system/knowledge graph/strengthen ability of data collection analysis and application/information architecture and data governance. Meanwhile, to nurture our datadriven corporate culture, and to move toward the goal of zero-error decision-making.

As a leading manufacturer of display technology solutions, the Company values the rapid changes in customer needs and is committed to building an intelligent digital system to achieve information value chain integration from customers, suppliers to production, including rapid response to customer needs and use of intelligent material scanning engine for optimal material allocation. Combined with the out-of-materials risk management platform, we are able to fulfill order fill rate and strengthen the competitive advantage of the Company.

Through the implementation of Industry 4.0, in September 2021, the Company won the awarad of intelligent manufacturing Light House from World Economic Forum. Management and intelligence are from the world-class benchmark enterprise affirmation. We wish intelligence manufacturing advancement could fulfill competitiveness and sustainable development simultaneously, and could accelerate them as well.

The Company will continue to promote the concept of "Transformation, Reengineering, and Value Advancement" to create a new landscape for next-generation display applications through digital transformation and to solidify its leading position in the display technology industry. With determination of sustainable development to fulfill common prosperity, we will continue to promote value innovation, cross-domain integration, and maximize the value of production capacity.

Chairman: Managerial Officer: Chief Accountant:

  • 18 -

Attachment 2

Audit Committee Review Report

The Board of Directors has duly submitted the 2021 operating report, financial statements, and the proposal of earnings distribution. 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 the proposal of earnings distribution. 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 2022

Chairman of the Audit Committee Hsieh, Chi-Chia Date: May 11, 2022

  • 19 -

Attachment 3

Independent Auditors’ Report and Financial Statements

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Innolux Corporation:

Opinion

We have audited the accompanying consolidated balance sheets of Innolux Corporation and its subsidiaries (the “Group”) as at December 31, 2021 and 2020, 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 consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, 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. Our responsibilities under those standards are further described in the auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors (please refer to the Other matter section), 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 Group’s 2021 consolidated financial statements. 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 Group for the year ended December 31, 2021 are outlined as follows:

Inventory valuation

Description

The industry is characterized in its significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Group has evaluated the inventory by taking into account of allowance, obsoleteness or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose 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

  • 20 -

value of inventory as a result of that the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand; we consider inventory valuation a key audit matter.

How our audit addressed the matter

We compared financial statements to ascertain the provision policy on allowance for inventory valuation losses has been consistently applied and assessed the reasonableness of the provision policy; 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; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount 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 measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgment from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management’s assessment of impairment of 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 – Reference to the audits of other auditors

We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method of the Company for the year ended December 31, 2021, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these subsidiaries and investments accounted for under the equity method, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method included in the Group’s consolidated financial statements amounted to NT$17,666,179 thousand, constituting 3.8% of the consolidated total assets of the Group as at December 31, 2021, and sales revenue of these subsidiaries included in the Group’s consolidated financial statements amounted to NT$25,269,413 thousand, constituting 7.2% of the consolidated total sales revenue of the Group for the year ended December 31, 2021.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter paragraph on the parent company only financial statements of Innolux Corporation as at and for the years ended December 31, 2021 and 2020.

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

  • 21 -

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 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.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, 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 auditors’ report to the related disclosures in the consolidated financial statements or, if such

  • 22 -

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the 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 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 for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers, Taiwan February 11, 2022


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.

  • 23 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(5)
7
6(2)
6(6)
8
6(2)
6(3)
6(4)
6(7)
6(8), 7 and 8
6(9)
6(10)
6(11)
6(29)
6(8) and 8
December 31, 2021
$ 28,667,746
17,358,003
22,633,195
60,528,170
1,351,375
2,378,705
38,278,221
4,345,185
280,623
175,821,223
4,326,863
9,848,126
74,224,423
1,442,684
162,607,908
5,146,768
471,655
17,520,594
3,412,138
12,697,208
291,698,367
$ 467,519,590
December 31, 2020
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
1535
Financial assets at amortised cost
- 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
$ 26,532,083
706,299
42,687,746
49,897,758
2,224,157
2,980,756
30,865,270
3,119,861
148,377
159,162,307
3,480,182
4,887,681
-
1,246,234
178,901,675
5,547,909
499,444
17,506,984
7,121,962
1,205,459
220,397,530
$ 379,559,837

(Continued)

  • 24 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
December 31, 2021
December 31, 2020
6(2)
$ 198,896
$ 3,222,134
52,321,478
45,839,540
7
2,190,308
1,720,931
6(12) and 7
36,514,228
25,677,541
2,196,227
1,581,635
6(17) and 9
7,541,182
6,152,983
639,969
201,073
6(13)(14)
8,770,385
19,367,206
6,180,834
5,407,605
116,553,507
109,170,648
6(13)
-
5,374,293
6(14)
35,592,540
20,384,502
6(29)
2,003,404
1,608,990
4,391,331
4,894,091
6(15)
4,181,877
560,267
46,169,152
32,822,143
162,722,659
141,992,791
6(18)
105,596,201
97,110,720
-
2,293,612
6(19)
103,287,482
99,707,996
6(20)
8,062,551
7,870,713
6,059,671
7,325,437
84,545,631
29,120,853
6(21)
(
3,204,136)(
6,059,671)
304,347,400
237,369,660
449,531
197,386
304,796,931
237,567,046
$ 467,519,590
$ 379,559,837

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
Share capital
3110
Share capital - common stock
3130
Certificate of entitlement to new
shares from convertible bond
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
31XX
Equity attributable to owners
of the parent
36XXNon-controlling interests
3XXX
Total equity
3X2X
Total liabilities and equity

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

  • 25 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Notes
2021
2020
6(22) and 7
$ 350,076,690
$ 269,911,051
6(6)(27) and 7
(
258,577,010) (
246,077,953)
91,499,680
23,833,098
6(27)
(
5,417,962) (
3,383,316)
(
8,323,993) (
6,488,472)
(
15,044,650) (
12,149,513)
(
28,786,605) (
22,021,301)
62,713,075
1,811,797
6(23)
928,364
383,137
6(24)
3,441,361
2,714,290
6(25)
(
3,759,802) (
1,502,138)
6(26)
(
977,035) (
1,026,516)
6(7)
65,134
176,561
(
301,978)
745,334
62,411,097
2,557,131
6(29)
(
4,865,974) (
917,307)
$ 57,545,123
$ 1,639,824
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7100
Interest income
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
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

  • 26 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Notes
2021
2020
6(15)
($ 414,516) $ 57,639
6(21)
4,834,177
881,733
6(29)
(
623,501)(
9,886)
3,796,160
929,486
6(21)
(
950,206)
681,556
6(7)(21)
(
34,241)(
62,442)
(
984,447)
619,114
$ 2,811,713
$ 1,548,600
$ 60,356,836
$ 3,188,424
$ 57,534,461
$ 1,636,144
$ 10,662
$ 3,680
$ 60,347,656
$ 3,184,147
$ 9,180
$ 4,277
6(30)
$ 5.53
$ 0.17
$ 5.34
$ 0.17
Other comprehensive income
(net)
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Remeasurement of defined
benefit plans
8316
Unrealized gains 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 that
will not be reclassified to profit
or loss
Components of other
comprehensive (loss) income that
will be reclassified to profit or
loss
8361
Financial statements translation
differences of foreign operations
8370
Share of other comprehensive
loss of associates and joint
ventures accounted for under
equity method
8360
Components of other
comprehensive (loss) income
that will be reclassified to
profit or loss
8300
Other comprehensive income for
the year, net of tax
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Other comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

  • 27 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

2020
Balance at January 1
Profit for the year
Other comprehensive income for the year
Total comprehensive income
Appropriation of 2019 earnings:
Special reserve
Cash dividends from capital surplus
Recognition of change in equity of associates in proportion to the
Group's ownership
Conversion of convertible bonds
Recognition of changes in ownership interests in subsidiaries
Disposal of investments in equity instruments measured at fair value
through other comprehensive income
Treasury shares transferred to employees
Decrease in non-controlling interests
Others
Balance at December 31
2021
Balance at January 1
Profit for the year
Other comprehensive (loss) income for the year
Total comprehensive (loss) income
Appropriation of 2020 earnings:
Legal reserve
Special reserve
Cash dividends
Cash dividends from capital surplus
Recognition of change in equity of associates in proportion to the
Group's ownership
Conversion of convertible bonds
Recognition of changes in ownership interests in subsidiaries
Decrease in non-controlling interests
Establishment of subsidiaries
Difference between consideration and carrying amount of subsidiaries
acquired
Difference between consideration and carrying amount of subsidiaries
disposed
Disposal of investments in equity instruments measured at fair value
through other comprehensive income
Others
Balance at December 31
Notes Equityattributable to Equityattributable to owners of theparent
ShareCapital
Common stock
Certificate of
entitlement to new
shares from
convertible bond
Capital surplus Retained Earnings Unappropriated
retained earnings
Other EquityInterest
Financial
statements
translation
differences of
foreign
operations
Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Treasuryshares Total
Common stock Legal reserve Special reserve Financial
statements
translation
differences of
foreign
operations

6(21)
6(20)
6(19)(20)
6(19)
6(18)(19)
6(19)
6(3)(21)
6(18)(19)
6(19)


6(21)
6(20)
6(19)(20)
6(19)
6(18)(19)
6(19)
6(19)
6(19)
6(19)
6(3)(21)
$ 97,110,720
-
-
-
-
-
-
-
-

-
-
-
-
$ 97,110,720
$ 97,110,720
-
-
-
-
-
-
-
-
8,485,481
-
-
-
-
-

-
-
$ 105,596,201
$ -
-
-
-
-
-
-
2,293,612
-
-
-
-
-
$ 2,293,612
$ 2,293,612
-
-
-
-
-
-
-
-
(
2,293,612 )
-
-
-
-
-
-
-
$ -
$ 100,362,379
-
-
-
-
(
963,107 )
21,005
243,805
38
-
42,182
-
1,694
$ 99,707,996
$ 99,707,996
-
-
-
-
-
-
(
1,047,090 )
1,602
4,544,732
11,722
-
(
5,300 )
(
364 )
64,494
-
9,690
$ 103,287,482
$ 7,870,713
-
-
-
-
-
-
-
-
-
-
-
-
$ 7,870,713
$ 7,870,713
-
-
-
191,838
-
-
-
-
-
-
-
-
-
-
-
-
$ 8,062,551
$ 4,663,463
-
-
-

2,661,974
-
-
-
-
-
-
-
-
$ 7,325,437

$ 7,325,437
-
-
-

-
(
1,265,766 )
-
-
-
-
-
-
-
-
-
-
-
$ 6,059,671
$ 29,864,446
1,636,144
46,111
1,682,255
(
2,661,974 )
-
-
-
-
236,126
-
-
-
$ 29,120,853
$ 29,120,853
57,534,461
(
331,603 )
57,202,858
(
191,838 )
1,265,766
(
3,141,271 )
-
-
-
-
-
-
-
-
289,263
-
$ 84,545,631
($ 9,497,686 )
-
618,517
618,517
-
-
-
-
-
-
-
-
-
($ 8,879,169 )
($ 8,879,169 )
-
(
982,975 )
(
982,975 )
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 9,862,144 )
$ 2,172,249
-
883,375
883,375
-
-
-
-
-
(
236,126 )
-
-
-
$ 2,819,498
$ 2,819,498
-
4,127,773
4,127,773
-
-
-
-
-
-
-
-
-
-
-
(
289,263 )
-
$ 6,658,008
($ 618,580 )
-
-
-
-
-
-
-
-
-
618,580
-
-
$ -
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
$ 231,927,704
1,636,144
1,548,003
3,184,147
-
(
963,107 )
21,005
2,537,417
38
-
660,762
-
1,694
$ 237,369,660
$ 237,369,660
57,534,461
2,813,195
60,347,656
-
-
(
3,141,271 )
(
1,047,090 )
1,602
10,736,601
11,722
-
(
5,300 )
(
364 )
64,494
-
9,690
$ 304,347,400

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

  • 28 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortization

Net loss (gain) on financial assets or liabilities at
fair value through profit or loss
Compensation cost of share-based payments

Expected credit loss

Share of profit of associates and joint ventures
accounted for under equity method

Loss on disposal of Investments

Loss (gain) on disposal of property, plant and
equipment

Gain on lease modification
Interest expense

Interest income

Dividend income

Foreign exchange gain
Others
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
Year ended December 31
Notes
2021
2020
$ 62,411,097 $ 2,557,131
6(27)
36,300,651
35,568,103
1,169,890 (
267,827 )
6(27)
19,280
395,669
12(2)
53,191
-
6(7)
(
65,134 ) (
176,561 )
6(25)
109,342
-
6(25)
204,872 (
7,709 )
(
966 )
-
6(26)
977,035
1,026,516
6(23)
(
928,364 ) (
383,137 )
6(24)
(
812,648 ) (
198,526 )
(
28,043 ) (
250,864 )
4,599
-
706,373 (
754,282 )
(
10,699,445 ) (
10,230,321 )
872,782
264,362
179,463
659,865
(
7,412,951 ) (
426,194 )
(
2,964,654 )
218,974
(
129,389 ) (
33,856 )
6,497,780 (
1,594,325 )
469,377 (
2,064,060 )
10,418,353 (
225,269 )
1,388,199 (
622,944 )
77,578
562,150
3,772,292 (
49,414 )
102,590,560
23,967,481
(
838,362 ) (
1,563,328 )
101,752,198
22,404,153

(Continued)

  • 29 -

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets or liabilities at fair
value through profit or loss
Proceeds from disposal of financial assets at fair
value through profit or loss
Acquisition of investments in financial assets
measured at fair value through other comprehensive
income
Proceeds from disposal of financial assets measured
at fair value through other comprehensive income

Decrease (increase) in financial assets at amortized
cost -current
Acqusition of financial assets at amortized cost -
non-current
Proceeds from disposal of financial assets at
amortized cost
Proceeds from repayments of financial assets at
amortised cost
Increase in refundable deposits
Increase in investment accounted for under equity
method
Joint venture to establish a subsidiary

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets

Interest received
Dividends received
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from issuance of bonds
Interest paid
Repayment of the principal portion of lease
liabilities
Cash dividends paid to non-controlling interests
Treasury shares transferred to employees
Repurchase of bonds payable

Cash paid from capital surplus

Cash dividends paid

Proceeds from acquisition of shares of subsidiaries

Proceeds from disposal of shares of subsidiaries

Employee share options exercised
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
Year ended December 31
Notes
2021
2020
( $ 32,005,794 ) ( $ 447,862 )
16,249,815
1,307,261
(
518,942 ) (
7,328 )
6(3)
363,588
277,836
18,964,520 (
22,988,048 )
(
110,139,087 )
-
31,170,000
-
5,658,284
-
(
1,163,436 ) (
447,386 )
(
300,000 )
-
4(3)
39,700
-
6(31)
(
28,138,827 ) (
20,673,368 )
78,968
258,342
6(11)
(
21,937 ) (
26,076 )
369,065
391,537
972,500
420,986
(
98,421,583) (
41,934,106)
23,850,000
20,000,000
(
19,309,333 ) (
16,046,000 )
-
8,900,934
(
806,097 ) (
676,496 )
(
241,061 ) (
308,894 )
- (
3,247 )
-
279,162
6(13)
(
104,455 )
-
6(20)
(
1,047,090 ) (
963,107 )
6(20)
(
3,141,271 )
-
4(3)
(
37,720 )
-
4(3)
240,786
-
57,775
-
6(19)
9,690
1,694
(
528,776)
11,184,046
(
666,176)
145,015
2,135,663 (
8,200,892 )
26,532,083
34,732,975
$ 28,667,746 $ 26,532,083
Year ended December 31

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

  • 30 -

INDEPENDENT AUDITORS’ REPORT

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, 2021 and 2020, 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, based on our audits and the reports of other auditors (please refer to the Other matter section), 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, 2021 and 2020, 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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors (please refer to the other matter section), 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 Company’s 2021 parent company only financial statements. 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.

The key audit matters in relation to the financial statements for the year ended December 31, 2021 are outlined as follows:

Inventory valuation

Description

The industry is characterized in its significant fluctuations closely in connection with the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Company has evaluated the inventory by taking into account of allowance, obsoleteness or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose 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 prices of related products may have significant fluctuations because of market demand; we consider inventory

  • 31 -

valuation a key audit matter.

How our audit addressed the matter

We compared financial statements to ascertain the provision policy on allowance for inventory valuation losses has been consistently applied and assessed the reasonableness of the provision policy; 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; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount 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 measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgment from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management’s assessment of impairment of 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 – Reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method of the Company for the year ended December 31, 2021, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these investments accounted for under the equity method, is based solely on the reports of the other auditors. The balances of these investments accounted for under the equity method included in the Company’s financial statements amounted to NT$ 3,693,087 thousand, constituting 0.8% of the total assets of the Company as at December 31, 2021, and other comprehensive income loss of theses investments accounted for under the equity method and associates included in the Company’s financial statements amounted to loss NT$ 396,765 thousand, constituting (0.7)% of the total other comprehensive income loss of the Company for the year ended December 31, 2021.

  • 32 -

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.

Auditors’ responsibilities for the audit of the parent company only financial statements

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

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, 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 auditors’ report to the related disclosures in the parent company only financial statements or, if

  • 33 -

such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • 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.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers, Taiwan

February 11, 2022


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.

  • 34 -

INNOLUX CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(5)
7
6(2)
7
6(6)
6(2)
6(3)
6(4)
6(7)
6(8), 7 and 8
6(9)
6(10)
6(11)
6(29)
6(8) and 8
December31,2021
$ 16,209,662
14,088,473
11,656,499
52,456,333
10,131,776
1,151,358
1,786,526
27,072,150
2,971,775
104,099
137,628,651
2,293,710
4,706,256
50,280,918
89,593,974
131,464,114
4,366,436
471,655
17,378,711
3,391,436
12,705,941
316,653,151
$ 454,281,802
December31,2020
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
1535
Financial assets at amortized cost -
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
$ 15,501,787
706,299
37,812,579
42,376,926
9,229,916
2,417,099
681,454
25,828,702
1,656,248
53,063
136,264,073
2,350,833
957,222
-
86,617,745
147,618,538
4,824,282
499,444
17,365,850
7,105,972
1,143,729
268,483,615
$ 404,747,688

(Continued)

  • 35 -

INNOLUX CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
December 31, 2021
December 31, 2020
6(2)
$ 198,896
$ 3,214,013
24,126,922
22,957,390
7
22,597,631
49,617,908
6(12) and 7
29,202,566
26,755,991
6(17) and 9
7,512,161
6,144,295
604,191
191,985
6(14)
8,733,552
19,217,495
5,760,846
6,667,652
98,736,765
134,766,729
6(13)
-
5,374,293
6(14)
35,534,207
20,381,002
6(29)
2,002,734
1,602,283
4,327,155
4,881,214
6(15) and 7
9,333,541
372,507
51,197,637
32,611,299
149,934,402
167,378,028
6(18)
105,596,201
97,110,720
-
2,293,612
6(19)
103,287,482
99,707,996
6(20)
8,062,551
7,870,713
6,059,671
7,325,437
84,545,631
29,120,853
6(21)
(
3,204,136)(
6,059,671)
304,347,400
237,369,660
$ 454,281,802
$ 404,747,688
Current Liabilities
2120
Financial liabilities at fair value
through profit or loss - current
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
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
2670
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Share capital - common stock
3130
Certificates of entitlement to new
shares from convertible bonds
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3XXX
Total equity
3X2X
Total liabilities and equity

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

  • 36 -

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Notes
2021
2020
6(22) and 7
$ 334,328,350
$ 265,436,103
6(6)(27) and 7
(
253,807,163) (
250,452,241)
80,521,187
14,983,862
6(27) and 7
(
2,610,105) (
1,149,193)
(
4,971,804) (
4,427,271)
(
13,627,216) (
11,035,969)
(
21,209,125) (
16,612,433)
59,312,062
(
1,628,571)
6(23)
186,553
271,839
6(24) and 7
2,625,559
1,874,672
6(25)
(
4,162,216)
68,086
6(26)
(
996,566) (
1,025,357)
4,060,649
2,441,668
1,713,979
3,630,908
61,026,041
2,002,337
6(29)
(
3,491,580) (
366,193)
$ 57,534,461
$ 1,636,144
6(15)
( $ 414,486) $ 57,639
6(21)
3,534,296
(
8,209)
6(21)
1,299,867
889,942
6(29)
(
623,507) (
9,886)
3,796,170
929,486
6(21)
(
948,734)
680,959

6(7)(21)
(
34,241) (
62,442)
(
982,975)
618,517
$ 2,813,195
$ 1,548,003
$ 60,347,656
$ 3,184,147
6(30)
$ 5.53
$ 0.17
$ 5.34
$ 0.17
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of subsidiaries,
associates and joint ventures
accounted for under equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (net)
Components of other comprehensive
income 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
8330
Share of other comprehensive
income 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 that will
not be reclassified to profit or loss
Components of other comprehensive
(loss) income that will be reclassified
to profit or loss
8361
Financial statements translation
differences of foreign operations
8380
Share of other comprehensive loss of
subsidiaries, associates and joint
ventures accounted for under equity
method
8360
Components of other
comprehensive (loss) income that
will be reclassified to profit or loss
8300
Other comprehensive income for the
year, net of tax
8500
Total comprehensive income for the
year
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

  • 37 -

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

2020
Balance at January 1
Profit for the year
Other comprehensive income for the year
Total comprehensive income
Appropriation of 2019 earnings:
Special reserve
Cash dividends from capital surplus
Recognition of change in equity of associates in proportion to the Company's
ownership
Conversion of convertible bonds
Recognition of changes in ownership interests in subsidiaries
Disposal of investments in equity instruments measured at fair value through other
comprehensive income
Treasury shares transferred to employees
Others
Balance at December 31
2021
Balance at January 1
Profit for the year
Other comprehensive income for the year
Total comprehensive income
Appropriation of 2020 earnings:
Legal reserve
Special reserve
Cash dividends
Cash dividends from capital surplus
Recognition of change in equity of associates in proportion to the Company's
ownership
Conversion of convertible bonds
Recognition of changes in ownership interests in subsidiaries
Establishment of subsidiaries
Difference between consideration and carrying amount of subsidiaries acquired
Difference between consideration and carrying amount of subsidiaries disposed
Disposal of investments in equity instruments measured at fair value through other
comprehensive income
Others
Balance at December 31
Notes Share Capital Capital Capital surplus Retained Earnings Other EquityInterest Other EquityInterest Other EquityInterest Treasuryshares Total
Common stock Certificate of
entitlement to new
shares from
convertible bond
Legal reserve Special reserve Unappropriated
retained earnings
Financial
statements
translation
differences of
foreign operations
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
6(21)
6(20)
6(19)(20)
6(19)
6(18)(19)
6(19)
6(21)
6(18)(19)
6(19)
6(21)
6(20)
6(19)(20)
6(19)
6(18)(19)
6(19)
6(19)
6(19)
6(19)
6(21)
6(19)
$ 97,110,720
-
-
-
-
-
-
-
-
-
-
-
$ 97,110,720
$ 97,110,720
-
-
-
-
-
-
-
-
8,485,481
-
-
-
-
-
-
$ 105,596,201
$ -
-
-
-
-
-
-
2,293,612
-
-
-
-
$ 2,293,612
$ 2,293,612
-
-
-
-
-
-
-
-
(
2,293,612 )
-
-
-
-
-
-
$ -
$ 100,362,379
-
-
-
-
(
963,107 )
21,005
243,805
38
-
42,182
1,694
$ 99,707,996
$ 99,707,996
-
-
-
-
-
-
(
1,047,090 )
1,602
4,544,732
11,722
(
5,300 )
(
364 )
64,494
-
9,690
$ 103,287,482
$ 7,870,713
-
-
-
-
-
-
-
-
-
-
-
$ 7,870,713
$ 7,870,713
-
-
-
191,838
-
-
-
-
-
-
-
-
-
-
-
$ 8,062,551
$ 4,663,463
-
-
-
2,661,974
-
-
-
-
-
-
-
$ 7,325,437
$ 7,325,437
-
-
-
-
(
1,265,766 )
-
-
-
-
-
-
-
-
-
-
$ 6,059,671
$ 29,864,446
1,636,144
46,111
1,682,255
(
2,661,974 )
-
-
-
-
236,126
-
-
$ 29,120,853
$ 29,120,853
57,534,461
(
331,603 )
57,202,858
(
191,838 )
1,265,766
(
3,141,271 )
-
-
-
-
-
-
-
289,263
-
$ 84,545,631
($ 9,497,686 )
-
618,517
618,517
-
-
-
-
-
-
-
-
($ 8,879,169 )
($ 8,879,169 )
-
(
982,975 )
(
982,975 )
-
-
-
-
-
-
-
-
-
-
-
-
($ 9,862,144 )
$ 2,172,249
-
883,375
883,375
-
-
-
-
-
(
236,126 )
-
-
$ 2,819,498
$ 2,819,498
-
4,127,773
4,127,773
-
-
-
-
-
-
-
-
-
-
(
289,263 )
-
$ 6,658,008
($ 618,580 )
-
-
-
-
-
-
-
-
-
618,580
-
$ -
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
$ 231,927,704
1,636,144
1,548,003
3,184,147
-
(
963,107 )
21,005
2,537,417
38
-
660,762
1,694
$ 237,369,660
$ 237,369,660
57,534,461
2,813,195
60,347,656
-
-
(
3,141,271 )
(
1,047,090 )
1,602
10,736,601
11,722
(
5,300 )
(
364 )
64,494
-
9,690
$ 304,347,400

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

  • 38 -

INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)

Depreciation and amortization

Expected credit loss
Net loss on financial assets or liabilities at fair value
through profit or loss
Compensation cost of share-based payments

Share of profit of subsidiaries and associates
accounted for under equity method
Loss on disposal of Investments
Loss (gain) on disposal of property, plant and
equipment
Gain on disposal of intangible assets
Interest income

Dividend income

Interest expense

Foreign exchange gain

Unrealized loss from sale

Others
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
Other receivables - related parties
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
Year ended December 31
Notes
2021
2020
$ 61,026,041 $ 2,002,337

6(27)
31,238,652
30,901,299
53,191
-
2,085,055
276,999
6(16)
8,706
378,311
(
4,060,649 )
(
2,441,668 )
101,390
-
17,765
(
176,611 )
(
7 )
-
6(23)
(
186,553 ) (
271,839 )
6(24)
(
82,601 ) (
103,079 )
6(26)
996,566
1,025,357

(
325,247 ) (
389,832 )

(
150,466 )
-
4,599
-
714,494
(
1,038,189 )
(
10,132,598 ) (
11,028,316 )
(
839,677 ) (
955,382 )
(
60,219 )
701,784
(
668,962 )
-

(
1,243,448 )
530,397

(
3,526,097 )
429,534
1,565 (
1,252 )
1,169,532 (
2,103,373 )
(
27,020,277 ) (
11,533,284 )

8,027,210
113,941

1,367,866 (
628,062 )
489,560
2,370,079

2,616,667(
81,561 )
61,622,058
7,977,590
(
100 )(
6,193 )

61,621,958
7,971,397
Year ended December 31
Notes
2021
2020
$ 61,026,041 $ 2,002,337

6(27)
31,238,652
30,901,299
53,191
-
2,085,055
276,999
6(16)
8,706
378,311
(
4,060,649 )
(
2,441,668 )
101,390
-
17,765
(
176,611 )
(
7 )
-
6(23)
(
186,553 ) (
271,839 )
6(24)
(
82,601 ) (
103,079 )
6(26)
996,566
1,025,357

(
325,247 ) (
389,832 )

(
150,466 )
-
4,599
-
714,494
(
1,038,189 )
(
10,132,598 ) (
11,028,316 )
(
839,677 ) (
955,382 )
(
60,219 )
701,784
(
668,962 )
-

(
1,243,448 )
530,397

(
3,526,097 )
429,534
1,565 (
1,252 )
1,169,532 (
2,103,373 )
(
27,020,277 ) (
11,533,284 )

8,027,210
113,941

1,367,866 (
628,062 )
489,560
2,370,079

2,616,667(
81,561 )
61,622,058
7,977,590
(
100 )(
6,193 )

61,621,958
7,971,397
7,971,397

(Continued)

  • 39 -

INNOLUX CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 (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
Acquisition of financial assets at amortized cost -non-
current
Proceeds from disposal of financial assets at
amortized cost
Proceeds from repayments of financial assets at
amortized cost
Increase in investment accounted for under equity
method
Proceeds from disposal of investments accounted for
under equity method

Increase in refundable deposits
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and
equipment
Proceeds from disposal of intangible assets
Interest received
Dividends received
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayment of long-term borrowings
Proceeds from issuance of bonds

Increase in other payables - related parties

Cash paid from capital surplus

Cash dividends paid

Proceeds from disposal of shares of subsidiaries
Interest paid
Repayment of the principal portion of lease liabilities
Treasury shares transferred to employees
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
Year ended December 31
Notes
2021
2020
$ - ( $ 21,299 )
(
19,792,492 )
(
199,705 )
6(2)
7,266,972
1,277,031
(
214,738 )
-
30,575,701
(
19,988,472 )
(
86,019,203 )
-
31,000,000
-
175,000
-
(
427,475 )
-
7
-
197,629
(
1,185,976 ) (
496,326 )
6(31)
(
23,023,785 ) (
16,438,552 )
502,247
1,378,528
116
-
139,173
291,321
242,454
331,101
(
60,762,006)(
33,668,744)
23,850,000
20,000,000
(
19,250,000 ) (
15,980,000 )
6(32)
-
8,900,934
6(12)and 7
212,402
6,026,890
6(20)
(
1,047,090 ) (
963,107 )
6(20)
(
3,141,271 )
-
240,786
-
(
826,935 ) (
674,003 )

(
199,659 ) (
284,521 )
-
279,162
6(19)
9,690
1,694
(
152,077)
17,307,049
707,875 (
8,390,298 )
15,501,787
23,892,085
$ 16,209,662$ 15,501,787

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

  • 40 -

Attachment 4

INNOLUX CORPORATION 2021 Earnings Distribution Table

Unit: NT$

Unit: NT$
Item Amount
Net income after tax of 2021
Add:
Disposal of equity instruments of measured at fair value through
other comprehensive income
Reversal of special reserve (Note 1)
Deduct:
Remeasurements of the net defined benefit plan of 2021
Legal reserve
Retained earnings available for distribution as of 2021
Add:
Unappropriated retained earnings of previous years
Unappropriated retained earnings as of December 31, 2021
Distribution Item (Note 2):
Cash dividends of common stock (NT$ 1.05 per share)
Unappropriated retained earnings
57,534,460,703
289,262,861
2,855,535,235
331,602,948
5,749,212,062
54,598,443,789
27,053,510,349
81,651,954,138
11,087,601,054
70,564,353,084
Note 1: The Company shall set aside a special reserve from the reversal of deduction
from shareholders’ equity (including Financial statements translation
differences of foreign operations, Unrealized gains or loss on financial assets
measured at fair value through other comprehensive income) for the current
fiscal year.
Note 2: The retained earnings of 2021 are distributed first, in accordance with the
Articles of Incorporation of the Company and the resolution of shareholders’
meeting.

Chairman: General Manager: Accountant:

  • 41 -

Attachment 5

Comparative table for Amendment to Articles of Incorporation

Article No. The Current Article The Current Article The Amended Article Reasons for Amendment
Article 2 The scope of business of the Company
shall be as follows:
(1) CC01080 Electronic Parts and
Components Manufacturing
(2) F401010 International Trade
(3) CC01010Electric Power Supply,
Electric Transmission and Power
Distribution Machinery
Manufacturing
(4) CC01090 Batteries Manufacturing
(5) IG03010 Energy Technical Services
(6) CC01030 Electric Appliance and
Audiovisual Electric Products
Manufacturing
(7) I501010 Product Designing
~~(8) F401021 Restrained Telecom Radio~~
~~Frequency Equipments and~~
~~Materials Import【1.Wireless~~
~~launch manager. 2. Wireless~~
~~Transmitter-Receive. 3. Wireless~~
~~Receiver. 4. Industrial, scientific and~~
~~medical irradiation machines. 5~~
~~other machines can be used for the~~
~~manufacture of wireless radiant~~
~~energy.~~~~~~
(~~9)~~CF01011 Medical Materials and
Equipment Manufacturing
(~~10)~~CB01010 Machinery and
Equipment Manufacturing
(~~11)~~CE01030 Photographic and
Optical Equipment Manufacturing
(~~12)~~CQ01010 Die Manufacturing
(~~13)~~E603050 Cybernation Equipments
Construction
(~~14)~~E604010 Machinery Installation
Construction
(~~15)~~I301010 Software Design Services
(~~16)~~C901020 Glass and glass made
products manufacturing
(~~17)~~C801100 Synthetic Resin & Plastic
Manufacturing
(~~18)~~C805070 Strengthened Plastic
Products Manufacturing
(~~19)~~C801990 Other Chemical
Materials Manufacturing
(~~20)~~ZZ99999 The Company may
conduct business other than those
specified ones, as long as such
business is not prohibited or
restricted by laws or regulations.
(No~~16~~to~~20~~are limited to done within
the Science Park)
To research, develop, design,
manufacture and sell the products as


The scope of business of the Company
shall be as follows:
(1) CC01080 Electronic Parts and
Components Manufacturing
(2) F401010 International Trade
(3) CC01010Electric Power Supply,
Electric Transmission and Power
Distribution Machinery
Manufacturing
(4) CC01090 Batteries Manufacturing
(5) IG03010 Energy Technical Services
(6) CC01030 Electric Appliance and
Audiovisual Electric Products
Manufacturing
(7) I501010 Product Designing
(8) CF01011 Medical Materials and
Equipment Manufacturing
(9)CB01010 Machinery and
Equipment Manufacturing
(10) CE01030 Photographic and
Optical Equipment Manufacturing
(11)CQ01010 Die Manufacturing
(12) E603050 Cybernation Equipments
Construction
(13) E604010 Machinery Installation
Construction
(14) I301010 Software Design Services
(15) C901020 Glass and glass made
products manufacturing
(16) C801100 Synthetic Resin & Plastic
Manufacturing
(17) C805070 Strengthened Plastic
Products Manufacturing
(18) C801990 Other Chemical
Materials Manufacturing
(19) ZZ99999 The Company may
conduct business other than those
specified ones, as long as such
business is not prohibited or
restricted by laws or regulations.
(No15to19are limited to done within
the Science Park)
To research, develop, design,
manufacture and sell the products as
follows:
1. TFT-LCD panel
2. LCD module
3. LTPS TFT-LCD panel and module
4. OLED panel and module
5. Touch panel and its parts
6. LED backlight source
7. Thin Film Solar Cells, module and
system
8. Wafers, cells and module of Silicon
Wafers Solar Cells

Accordance with the
Jing-Shang-Zi-No.
10902419890 letter of
the Ministry of
Economic Affairs, the
third and sixth paragraph
of Article 65 of
Telecommunications
Management Act have
no regulations about
issuance of CTRFD
Import Approval
Certificate; therefore,
remove the business
item.
Added Original
equipment
Manufacturing of
semiconductor assembly
and test to the scope of
business of the
Company.
~~esae eeco ao~~
~~Frequency Equipments and~~
~~Materials Import【1.Wireless~~
~~launch manager. 2. Wireless~~
~~Transmitter-Receive. 3. Wireless~~
~~Receiver. 4. Industrial, scientific and~~
~~medical irradiation machines. 5~~
~~other machines can be used for the~~
~~manufacture of wireless radiant~~
~~energy.~~~~~~
(~~9)~~CF01011 Medical Materials and
Equipment Manufacturing
(~~10)~~CB01010 Machinery and
Equipment Manufacturing
(~~11)~~CE01030 Photographic and
Optical Equipment Manufacturing
(~~12)~~CQ01010 Die Manufacturing
(~~13)~~E603050 Cybernation Equipments
Construction
(~~14)~~E604010 Machinery Installation
Construction
(~~15)~~I301010 Software Design Services
(~~16)~~C901020 Glass and glass made
products manufacturing
(~~17)~~C801100 Synthetic Resin & Plastic
Manufacturing
(~~18)~~C805070 Strengthened Plastic
Products Manufacturing
(~~19)~~C801990 Other Chemical
Materials Manufacturing
(~~20)~~ZZ99999 The Company may
conduct business other than those
specified ones, as long as such
business is not prohibited or
restricted by laws or regulations.
(No~~16~~to~~20~~are limited to done within
the Science Park)
To research, develop, design,
manufacture and sell the products as
  • 42 -
Article No. The Current Article The Amended Article Reasons for Amendment
follows:
1. TFT-LCD panel
2. LCD module
3. LTPS TFT-LCD panel and module
4. OLED panel and module
5. Touch panel and its parts
6. LED backlight source
7. Thin Film Solar Cells, module and
system
8. Wafers, cells and module of Silicon
Wafers Solar Cells
9. Liquid Crystal Display and its system
10.Mobile Display Module
11.Color Filter
12.Low temperature poly-silicon -Si
Thin Film Transistors: LTPS TFT
LCD
13.Amorphous silicon: a-Si TFT LCD
and system
14. TFT liquid crystal module
automatic assembly equipment
15.The import and export trade business
in relation to the above-mentioned
products】

9. Liquid Crystal Display and its system
10.Mobile Display Module
11.Color Filter
12.Low temperature poly-silicon -Si
Thin Film Transistors: LTPS TFT
LCD
13.Amorphous silicon: a-Si TFT LCD
and system
14. TFT liquid crystal module
automatic assembly equipment
15.The import and export trade business
in relation to the above-mentioned
products
16. Original equipment Manufacturing
of semiconductor assembly and
test】

Article 8-1 When the Company’s
shareholders’meeting is held, it may be
held by video conference or other methods
announced by the central competent
authority.
If the shareholders’meeting is held by
video conference, shareholders who
participate in the meeting by video
conference shall be deemed to have
attended the meeting in person.
Article added pursuant
to the amendment of
Article 172-2 of the
Company Act.
Article 26 This Articles of Incorporation was made
by all promoters on November 21, 2002.
The first amendment was made on March
21, 2003, the second amendment was
made on May 19, 2004, the third
amendment was made on December 10,
2004, the fourth amendment was made on
June 28, 2005, and the fifth amendment
was made June 16, 2006. ……(Omitted
hereunder.) The 20th amendment was
made on July 1, 2021.
This Articles of Incorporation was made
by all promoters on November 21, 2002.
The first amendment was made on March
21, 2003, the second amendment was
made on May 19, 2004, the third
amendment was made on December 10,
2004, the fourth amendment was made on
June 28, 2005, and the fifth amendment
was made June 16, 2006…… (Omitted
hereunder.) The 20th amendment was
made on July 1, 2021.The 21th
amendment was made on June 24, 2022.
Clarify the Articles of
Incorporation revision
history.
  • 43 -

Attachment 6

Comparative table for Amendment to

Procedures for the Acquisition and Disposition of Assets

Article No. The Current Article The Amended Article Reasons for Amendment
Article 6 Appraisal Report or Opinions
Professional appraisers and their
officers, certified public accounts,
attorneys, and securities underwriters with
appraisal reports, certified public
accountant's opinions, attorney's opinions,
or underwriter's opinions shall meet the
following requirements:
1. May not have previously received a
final and unappealable sentence to
imprisonment for 1 year or longer for
a violation of the Act, the Company
Act, the Banking Act of The
Republic of China, the Insurance Act,
the Financial Holding Company Act,
or the Business Entity Accounting
Act, or for fraud, breach of trust,
embezzlement, forgery of documents,
or occupational crime. However, this
provision does not apply if 3 years
have already passed since completion
of service of the sentence, since
expiration of the period of a
suspended sentence, or since a
pardon was received.
2. May not be a related party or de facto
related party of any party to the
transaction.
3. If the company is required to obtain
appraisal reports from two or more
professional appraisers, the different
professional appraisers or appraisal
officers may not be related parties or
de facto related parties of each other.
When issuing an appraisal report or
opinion, the personnel referred to in the
preceding paragraph shall comply with the
following:
1.Prior to accepting a case, they shall
prudently assess their own
professional capabilities, practical
experience, and independence.
2.When~~examining~~a case, they shall
Appraisal Report or Opinions
Professional appraisers and their
officers, certified public accounts,
attorneys, and securities underwriters with
appraisal reports, certified public
accountant's opinions, attorney's opinions,
or underwriter's opinions shall meet the
following requirements:
1. May not have previously received a
final and unappealable sentence to
imprisonment for 1 year or longer for
a violation of the Act, the Company
Act, the Banking Act of The Republic
of China, the Insurance Act, the
Financial Holding Company Act, or
the Business Entity Accounting Act,
or for fraud, breach of trust,
embezzlement, forgery of documents,
or occupational crime. However, this
provision does not apply if 3 years
have already passed since completion
of service of the sentence, since
expiration of the period of a
suspended sentence, or since a pardon
was received.
2. May not be a related party or de facto
related party of any party to the
transaction.
3. If the company is required to obtain
appraisal reports from two or more
professional appraisers, the different
professional appraisers or appraisal
officers may not be related parties or
de facto related parties of each other.
When issuing an appraisal report or
opinion, the personnel referred to in the
preceding paragraph shall comply withthe
self-discipline norms of the respective
associations they belong to and the
following:
1. Prior to accepting a case, they shall
prudently assess their own
professional capabilities, practical
experience, and independence.
2. Whenimplementinga case, they
To comply with the
amendment of the
regulations.
  • 44 -

Reasons for Amendment To comply with the amendment of the regulations.

Article No.

The Current Article

The Amended Article

Article No. The Current Article The Amended Article Reasons for Amendment
appropriately plan and execute
adequate working procedures, in
order to produce a conclusion and
use the conclusion as the basis for
issuing the report or opinion. The
related working procedures, data
collected, and conclusion shall be
fully and accurately specified in the
case working papers.
3.They shall undertake an item-by-item
evaluation of the~~comprehensiveness,~~
~~accuracy~~, and reasonableness of the
sources of data used, the parameters,
and the information, as the basis for
issuance of the appraisal report or the
opinion.
4.They shall issue a statement attesting
to the professional competence and
independence of the personnel who
prepared the report or opinion, and
that they have evaluated and found
that the information used is
reasonable~~and accurate~~, and that
they have complied with applicable
laws and regulations.
The Company acquires or disposes of
assets through court auction procedures,
the evidentiary documentation issued by
the court may be substituted for the
appraisal report or CPA opinion.
shall appropriately plan and execute
adequate working procedures, in
order to produce a conclusion and use
the conclusion as the basis for issuing
the report or opinion. The related
working procedures, data collected,
and conclusion shall be fully and
accurately specified in the case
working papers.
3. They shall undertake an item-by-item
evaluation of theadequacy, and
reasonableness of the sources of data
used, the parameters, and the
information, as the basis for issuance
of the appraisal report or the opinion.
4. They shall issue a statement attesting
to the professional competence and
independence of the personnel who
prepared the report or opinion, and
that they have evaluated and found
that the information used is
appropriate andreasonable, and that
they have complied with applicable
laws and regulations.
The Company acquires or disposes of
assets through court auction procedures,
the evidentiary documentation issued by
the court may be substituted for the
appraisal report or CPA opinion.
Article 7 In acquiring or disposing of real property,
equipment, or right-of-use assets
1.Evaluation Procedure
For the evaluation of the
acquisition and disposal of real
property, equipments or right-of-use
assets of the Company, the asset
responsible department shall proceed
with feasibility evaluation report and
to be reviewed and signed by the
business executives department. Such
acquisition and disposal may be
conducted after the approval
according to the "Rules of Level of
Authority" according to the
Company.
2.Operational Procedure
(a) In acquiring or disposing of real
property, equipment, or right-of-
use assets thereof where the
In acquiring or disposing of real property,
equipment, or right-of-use assets
1. Evaluation Procedure
For the evaluation of the
acquisition and disposal of real
property, equipments or right-of-use
assets of the Company, the asset
responsible department shall proceed
with feasibility evaluation report and
to be reviewed and signed by the
business executives department. Such
acquisition and disposal may be
conducted after the approval
according to the "Rules of Level of
Authority" according to the
Company.
2. Operational Procedure
(a) In acquiring or disposing of real
property, equipment, or right-of-
use assets thereof where the
To comply with the
amendment of the
regulations.
  • 45 -
Article No. The Current Article The Amended Article Reasons for Amendment
transaction amount reaches 20
percent of the company's paid-in
capital or NT$300 million or
more, the company, unless
transacting with a domestic
government agency, engaging
others to build on its own land,
engaging others to build on rented
land, or acquiring or disposing of
equipment or right-of-use assets
thereof held for business use,
shall obtain an appraisal report
prior to the date of occurrence of
the event from a professional
appraiser and shall further comply
with the following provisions:
(1) Where due to special
circumstances it is necessary
to give a limited price,
specified price, or special
price as a reference basis for
the transaction price, the
transaction shall be agreed
by more than 1/2 of the
members of the Audit
Committees and shall be
submitted for approval in
advance by the board of
directors and shall apply to
the rules set forth under
Section 2~~and~~Section~~3~~of
Article 17. The same
procedure shall be followed
for any future changes to the
terms and conditions of the
transaction.
(2) Where the transaction
amount is NT$1 billion or
more, appraisals from two or
more professional appraisers
shall be obtained.
(3) Where any one of the
following circumstances
applies with respect to the
professional appraiser's
appraisal results, unless all
the appraisal results for the
assets to be acquired are
higher than the transaction
amount, or all the appraisal
transaction amount reaches 20
percent of the company's paid-in
capital or NT$300 million or
more, the company, unless
transacting with a domestic
government agency, engaging
others to build on its own land,
engaging others to build on
rented land, or acquiring or
disposing of equipment or right-
of-use assets thereof held for
business use, shall obtain an
appraisal report prior to the date
of occurrence of the event from
a professional appraiser and
shall further comply with the
following provisions:
(1) Where due to special
circumstances it is necessary
to give a limited price,
specified price, or special
price as a reference basis for
the transaction price, the
transaction shall be agreed
by more than 1/2 of the
members of the Audit
Committees and shall be
submitted for approval in
advance by the board of
directors and shall apply to
the rules set forth under
Section 2toSection4of
Article 17. The same
procedure shall be followed
for any future changes to the
terms and conditions of the
transaction.
(2) Where the transaction
amount is NT$1 billion or
more, appraisals from two or
more professional appraisers
shall be obtained.
(3) Where any one of the
following circumstances
applies with respect to the
professional appraiser's
appraisal results, unless all
the appraisal results for the
assets to be acquired are
higher than the transaction
  • 46 -
Article No. The Current Article The Amended Article Reasons for Amendment
results for the assets to be
disposed of are lower than
the transaction amount, a
certified public accountant
shall be engaged to perform
the appraisal~~in accordance~~
~~with the provisions of~~
~~Statement of Auditing~~
~~Standards No. 20 published~~
~~by the ROC Accounting~~
~~Research and Development~~
~~Foundation (ARDF)~~and
render a specific opinion
regarding the reason for the
discrepancy and the
appropriateness of the
transaction price:
(i) The discrepancy
between the appraisal
result and the
transaction amount is
20 percent or more of
the transaction amount.
(ii) The discrepancy
between the appraisal
results of two or more
professional appraisers
is 10 percent or more
of the transaction
amount.
(4) No more than 3 months may
elapse between the date of
the appraisal report issued
by a professional appraiser
and the contract execution
date; provided, where the
publicly announced current
value for the same period is
used and not more than 6
months have elapsed, an
opinion may still be issued
by the original professional
appraiser.
(b) After the acquisition of the assets,
it shall register, administer, and
use according to the Fixed Asset
Management Operating
Procedure.
3.The determination procedure of
transaction term and the amount of
amount, or all the appraisal
results for the assets to be
disposed of are lower than
the transaction amount, a
certified public accountant
shall be engaged to perform
the appraisal and render a
specific opinion regarding
the reason for the
discrepancy and the
appropriateness of the
transaction price:
(i) The discrepancy between
the appraisal result and
the transaction amount is
20 percent or more of the
transaction amount.
(ii) The discrepancy between
the appraisal results of
two or more professional
appraisers is 10 percent
or more of the transaction
amount.
(4) No more than 3 months may
elapse between the date of
the appraisal report issued
by a professional appraiser
and the contract execution
date; provided, where the
publicly announced current
value for the same period is
used and not more than 6
months have elapsed, an
opinion may still be issued
by the original professional
appraiser.
(b) After the acquisition of the
assets, it shall register,
administer, and use according to
the Fixed Asset Management
Operating Procedure.
3. The determination procedure of
transaction term and the amount of
authority delegated
(a) Method of Price
  • 47 -
Article No. The Current Article The Amended Article Reasons for Amendment
authority delegated
(a) Method of Price
Determination and References
For acquiring or disposing of real
property, equipments or right-of-
use assets the department which
propose to such demand shall
submitted the explanation the
reasons, the referring current
assessed value, actual real estate
transaction price nearby, etc. for
signed and approval, and the price
shall be determined after price
inquiring, price negotiation, or
bidding.
(b) Authorization Level
(1) Acquisition ,disposal or right-
of-use assets of real property
or equipment with the
transaction amount less than
(including) NT$300 million,
to authorize responsible unit
to decide and execute; for
transaction amount more than
NT$300 million, it shall be
agreed by more than 1/2 of the
members of the Audit
Committees and be approved
in advance by the board of
directors before conducting
such transaction, and it shall
apply to the rules set forth
under Section 2~~and~~Section~~3~~
of Article 17.
(2) However, if the asset type to
be acquired or disposed is for
business-use equipment or
right-of-use assets, and the
transaction party is not a
related party, the procedure
shall be processed according
to the Level of Authority.
(3) When entering into purchase
contract with the opposite
party, in order to cooperate
with the business requirement
and for the sake of efficiency,
the board of directors may
authorize the Chairman to
approve, after approval the
Determination and References
For acquiring or disposing of real
property, equipments or right-of-
use assets the department which
propose to such demand shall
submitted the explanation the
reasons, the referring current
assessed value, actual real estate
transaction price nearby, etc. for
signed and approval, and the price
shall be determined after price
inquiring, price negotiation, or
bidding.
(b) Authorization Level
(1) Acquisition ,disposal or right-
of-use assets of real property
or equipment with the
transaction amount less than
(including) NT$300 million, to
authorize responsible unit to
decide and execute; for
transaction amount more than
NT$300 million, it shall be
agreed by more than 1/2 of the
members of the Audit
Committees and be approved
in advance by the board of
directors before conducting
such transaction, and it shall
apply to the rules set forth
under Section 2toSection4of
Article 17.
(2) However, if the asset type to
be acquired or disposed is for
business-use equipment or
right-of-use assets, and the
transaction party is not a
related party, the procedure
shall be processed according
to the Level of Authority.
(3) When entering into purchase
contract with the opposite
party, in order to cooperate
with the business requirement
and for the sake of efficiency,
the board of directors may
authorize the Chairman to
approve, after approval the
contract can be entered into in
advance, and after the
  • 48 -
Article No. The Current Article The Amended Article Reasons for Amendment
contract can be entered into in
advance, and after the
occurrence of the transaction,
subsequently to submit it for
rectification by the last board
of directors meeting.
4.Trading Procedure
The transaction procedure of the
Company in acquiring or disposing
of real property, equipments or right-
of-use assets shall proceed according
to fixed asset cycle related procedure
of the internal control system.
occurrence of the transaction,
subsequently to submit it for
rectification by the last board
of directors meeting.
4. Trading Procedure
The transaction procedure of the
Company in acquiring or disposing of
real property, equipments or right-of-
use assets shall proceed according to
fixed asset cycle related procedure of
the internal control system.
Article 8 Operating procedure governing the
acquisition and disposal of securities
1.Evaluation Procedure
(a) The Company acquiring or
disposing of securities shall,
prior to the date of occurrence of
the event, obtain financial
statements of the issuing
company for the most recent
period, certified or reviewed by a
certified public accountant, for
reference in appraising the
transaction price.
(b) If the dollar amount of the
transaction is 20 percent of the
company's paid-in capital or
NT$300 million or more, the
company shall additionally
engage a certified public
accountant prior to the date of
occurrence of the event to
provide an opinion regarding the
reasonableness of the transaction
price.~~If the CPA needs to use~~
~~the report of an expert as~~
~~evidence, the CPA shall do so in~~
~~accordance with the provisions~~
~~of Statement of Auditing~~
~~Standards No. 20 published by~~
~~the ARDF.~~This requirement
does not apply, however, to
publicly quoted prices of
securities that have an active
market, or where otherwise
provided by regulations of the
Financial Supervisory
Commission.
Operating procedure governing the
acquisition and disposal of securities
1. Evaluation Procedure
(a) The Company acquiring or
disposing of securities shall,
prior to the date of occurrence of
the event, obtain financial
statements of the issuing
company for the most recent
period, certified or reviewed by a
certified public accountant, for
reference in appraising the
transaction price.
(b) If the dollar amount of the
transaction is 20 percent of the
company's paid-in capital or
NT$300 million or more, the
company shall additionally
engage a certified public
accountant prior to the date of
occurrence of the event to
provide an opinion regarding the
reasonableness of the transaction
price.
This requirement does not apply,
however, to publicly quoted
prices of securities that have an
active market, or where
otherwise provided by
regulations of the Financial
Supervisory Commission.
To comply with the
amendment of the
regulations.
  • 49 -
Article No. The Current Article The Amended Article Reasons for Amendment
(c) For acquiring or disposing of the
securities traded on the
exchanged or OTC market, the
price shall be decided by the
current price of the stock or
bond.
(d) For acquiring or disposing of the
securities note traded on the
exchanged or OTC market, it is
required to submit the reference
or calculation basis of the
transaction price and transaction
terms to the Board of Directors
for approval and further
handling.
2.Operational procedure
(a) Each organizer is in charge of
valuation, trading, delivery, and
tabulation (listing).
(b) Custody: All securities obtained
by the Company shall be
submitted to the finance
department for custody or stored
in safe deposit boxes.
(c) Evaluation: In accordance with
the provisions of the relevant
Accounting Standards, the
finance department shall collect
relevant data, which shall be
submitted to the accountants for
regular follow-up and
evaluation.
3.Decision Procedure of Transaction
Conditions and Authorization
Amount
(a) For the government bonds,
corporate bonds, financial bonds,
securities representing interest in
a fund, and asset-backed
securities set forth under Section
1 Article 3 of this Procedure, if
the transaction amount does not
reach (including) 20% of the
paid-in capital, it is authorized to
be decided and executed by the
highest financial officer. If the
transaction amount reaches more
than 20% of the paid-in capital
of the company, it shall be
agreed by more than 1/2 of the
(c) For acquiring or disposing of the
securities traded on the
exchanged or OTC market, the
price shall be decided by the
current price of the stock or
bond.
(d) For acquiring or disposing of the
securities note traded on the
exchanged or OTC market, it is
required to submit the reference
or calculation basis of the
transaction price and transaction
terms to the Board of Directors
for approval and further
handling.
2. Operational procedure
(a) Each organizer is in charge of
valuation, trading, delivery, and
tabulation (listing).
(b) Custody: All securities obtained
by the Company shall be
submitted to the finance
department for custody or stored
in safe deposit boxes.
(c) Evaluation: In accordance with
the provisions of the relevant
Accounting Standards, the
finance department shall collect
relevant data, which shall be
submitted to the accountants for
regular follow-up and
evaluation.
3. Decision Procedure of Transaction
Conditions and Authorization
Amount
(a) For the government bonds,
corporate bonds, financial bonds,
securities representing interest in
a fund, and asset-backed
securities set forth under Section
1 Article 3 of this Procedure, if
the transaction amount does not
reach (including) 20% of the
paid-in capital, it is authorized to
be decided and executed by the
highest financial officer. If the
transaction amount reaches more
than 20% of the paid-in capital
of the company, it shall be
agreed by more than 1/2 of the
  • 50 -
Article No. The Current Article The Amended Article Reasons for Amendment
members of the Audit
Committees and be approved in
advance by the board of directors
before conducting such
transaction, and it shall apply to
the rules set forth under Section
2~~and~~Section~~3~~of Article 17.
(b) For the stocks, depositary
receipts, call (put) warrants,
beneficial interest securities, set
forth under Section 1 Article 3 of
this Procedure, if the transaction
amount does not reach
(including) 5% of the paid-in
capital, it is authorized to be
decided and executed by each
responsible unit. If the
transaction amount reaches more
than 5% of the paid-in capital of
the company, it shall be agreed
by more than 1/2 of the members
of the Audit Committees and be
approved in advance by the
board of directors before
conducting such transaction, and
it shall apply to the rules set
forth under Section 2~~and~~
Section~~3~~of Article 17.
4.Trading Process
The trading process of Procedure
for Acquisition or Disposal of
Securities shall be in accordance with
Investment cycle rules of internal
control system.
members of the Audit
Committees and be approved in
advance by the board of directors
before conducting such
transaction, and it shall apply to
the rules set forth under Section
2toSection4of Article 17.
(b) For the stocks, depositary
receipts, call (put) warrants,
beneficial interest securities, set
forth under Section 1 Article 3 of
this Procedure, if the transaction
amount does not reach
(including) 5% of the paid-in
capital, it is authorized to be
decided and executed by each
responsible unit. If the
transaction amount reaches more
than 5% of the paid-in capital of
the company, it shall be agreed
by more than 1/2 of the members
of the Audit Committees and be
approved in advance by the
board of directors before
conducting such transaction, and
it shall apply to the rules set
forth under Section 2toSection
4of Article 17.
4. Trading Process
The trading process of Procedure
for Acquisition or Disposal of
Securities shall be in accordance with
Investment cycle rules of internal
control system.
Article 9 Operating procedure governing the
acquisition and disposal of intangible
assets or right-of-use assets
For evaluation of the acquisition and
disposal of intangible assets or right-of-
use assets of the Company, the proposed
department shall proceed with feasibility
evaluation report and to submit and report
to the intellectual property department.
1.Operational Procedure
The acquisition or disposal of
intangible assets or right-of-use
assets, in case the transaction amount
reaches 20 percent or more of paid-in
capital or NT$300 million or more,
the company unless transacting with
Operating procedure governing the
acquisition and disposal of intangible
assets or right-of-use assets
For evaluation of the acquisition and
disposal of intangible assets or right-of-
use assets of the Company, the proposed
department shall proceed with feasibility
evaluation report and to submit and report
to the intellectual property department.
1. Operational Procedure
The acquisition or disposal of
intangible assets or right-of-use
assets, in case the transaction amount
reaches 20 percent or more of paid-in
capital or NT$300 million or more,
the company unless transacting with
To comply with the
amendment of the
regulations.
  • 51 -
Article No. The Current Article The Amended Article Reasons for Amendment
a domestic government agency, shall
also engage a certified public
accountant to render an opinion on
the reasonableness of the transaction
price prior to the date of occurrence~~;~~
~~the CPA shall comply with the~~
~~provisions of Statement of Auditing~~
~~Standards No. 20 published by the~~
~~ARDF.~~
2.The determination procedure of
transaction term and the amount of
authority delegated
(a) The means of price
determination and supporting
reference materials
The requesting department
shall submit and report the
market transaction price of the
intangible assets or right-of-use
assets of the same kind and may
request the professional appraisal
institution to provide with report.
(b) Authorization Level
For the transaction amount
does not reach (including)
NT$300 million, it is authorized
to be decided and executed by
the responsible unit; For the
transaction amount reached more
than NT$ 300 million, it shall be
agreed by more than 1/2 of the
Audit Committees and be
approved in advance by the
board of directors before
conducting such transaction, and
it shall apply to the rules set
forth under Section 2~~and~~
Section~~3~~of Article 17
3.Trading Process
The acquisition or disposal of
intangible assets or right-of-use assets
shall be in accordance with procedure
for Acquisition or Disposal of
Intangible Assets cycle rules of
internal control system.
a domestic government agency, shall
also engage a certified public
accountant to render an opinion on
the reasonableness of the transaction
price prior to the date of occurrence.
2.The determination procedure of
transaction term and the amount of
authority delegated
(a) The means of price
determination and supporting
reference materials
The requesting department
shall submit and report the
market transaction price of the
intangible assets or right-of-use
assets of the same kind and may
request the professional appraisal
institution to provide with report.
(b) Authorization Level
For the transaction amount
does not reach (including)
NT$300 million, it is authorized
to be decided and executed by
the responsible unit; For the
transaction amount reached more
than NT$ 300 million, it shall be
agreed by more than 1/2 of the
Audit Committees and be
approved in advance by the
board of directors before
conducting such transaction, and
it shall apply to the rules set
forth under Section 2toSection
4of Article 17
3.Trading Process
The acquisition or disposal of
intangible assets or right-of-use
assets shall be in accordance with
procedure for Acquisition or
Disposal of Intangible Assets cycle
rules of internal control system.
Article 10 Related party transaction
1.Regarding the Company's acquisition
or disposition of the assets with the
related party, other than handling
according to the procedure in
Related party transaction
1. Regarding the Company's acquisition
or disposition of the assets with the
related party, other than handling
according to the procedure in
To comply with the
amendment of the
regulations.
  • 52 -
Article No. The Current Article The Amended Article Reasons for Amendment
2 relation to real estates prescribed
under Article 7, Article 8, Article 9
and this article hereof it is also
required to follow the related
decision making procedure and
transaction reasonableness evaluation
process set forth below. For
transaction amount reaching 10
percent of the total assets of the
Company, it. is required to obtain
appraisal report issued by the
professional appraiser or CPA's
opinion according to Article 7,
Article 8, and Article 9 hereof.
When judging whether the
transaction counterparty is a related
party, other than taking notice to its
legal forms, the actual relationship
shall also be included into
consideration.
.~~Evaluation and operation procedure~~
When the Company intends to
acquire or dispose of real property or
right-of-use assets. from or to a
related party, or when it intends to
acquire or dispose of assets other
than real property or right-of-use
assets from or to a related party and
the transaction amount reaches 20
percent or more of paid-in capital, 10
percent or more of the company's
total assets, or NT$300 million or
more, except in trading of domestic
government bonds or bonds under
repurchase and resale agreements, or
subscription or repurchase of
domestic money market funds issued
by a SITE, the Company may not
proceed to enter into a transaction
contract or make a payment until the
following matters have been agreed
by more than 1/2 of the members of
the Audit Committees and approved
by the board of directors, and it shall
apply to the rules set forth under
Section 2~~and~~Section~~3~~of Article 17:
(a) The purpose, necessity and
anticipated benefit of the
acquisition or disposal of assets.
(b) The reason for choosing the

relation to real estates prescribed
under Article 7, Article 8, Article 9
and this article hereof it is also
required to follow the related decision
making procedure and transaction
reasonableness evaluation process set
forth below. For transaction amount
reaching 10 percent of the total assets
of the Company, it. is required to
obtain appraisal report issued by the
professional appraiser or CPA's
opinion according to Article 7,
Article 8, and Article 9 hereof.
When judging whether the
transaction counterparty is a related
party, other than taking notice to its
legal forms, the actual relationship
shall also be included into
consideration.
2. When the Company intends to
acquire or dispose of real property or
right-of-use assets. from or to a
related party, or when it intends to
acquire or dispose of assets other than
real property or right-of-use assets
from or to a related party and the
transaction amount reaches 20
percent or more of paid-in capital, 10
percent or more of the company's
total assets, or NT$300 million or
more, except in trading of domestic
government bonds or bonds under
repurchase and resale agreements, or
subscription or repurchase of
domestic money market funds issued
by a SITE, the Company may not
proceed to enter into a transaction
contract or make a payment until the
following matters have been agreed
by more than 1/2 of the members of
the Audit Committees and approved
by the board of directors, and it shall
apply to the rules set forth under
Section 2toSection4of Article 17:
(a) The purpose, necessity and
anticipated benefit of the
acquisition or disposal of assets.
(b) The reason for choosing the
related party as a trading
counterparty.
The Amended Article Reasons for Amendment
relation to real estates prescribed
under Article 7, Article 8, Article 9
and this article hereof it is also
required to follow the related decision
making procedure and transaction
reasonableness evaluation process set
forth below. For transaction amount
reaching 10 percent of the total assets
of the Company, it. is required to
obtain appraisal report issued by the
professional appraiser or CPA's
opinion according to Article 7,
Article 8, and Article 9 hereof.
When judging whether the
transaction counterparty is a related
party, other than taking notice to its
legal forms, the actual relationship
shall also be included into
consideration.
2. When the Company intends to
acquire or dispose of real property or
right-of-use assets. from or to a
related party, or when it intends to
acquire or dispose of assets other than
real property or right-of-use assets
from or to a related party and the
transaction amount reaches 20
percent or more of paid-in capital, 10
percent or more of the company's
total assets, or NT$300 million or
more, except in trading of domestic
government bonds or bonds under
repurchase and resale agreements, or
subscription or repurchase of
domestic money market funds issued
by a SITE, the Company may not
proceed to enter into a transaction
contract or make a payment until the
following matters have been agreed
by more than 1/2 of the members of
the Audit Committees and approved
by the board of directors, and it shall
apply to the rules set forth under
Section 2toSection4of Article 17:
(a) The purpose, necessity and
anticipated benefit of the
acquisition or disposal of assets.
(b) The reason for choosing the
related party as a trading
counterparty.
  • 53 -
Article No. The Current Article The Amended Article Reasons for Amendment
related party as a trading
counterparty.
(c) With respect to the acquisition of
real property or right-of-use
assets from a related party,
information regarding appraisal
of the reasonableness of the
preliminary transaction terms
under Subsection (1)~~and~~(4),
Section~~3~~of this Article.
(d) The date and price at which the
related party originally acquired
the real property, the original
trading counterparty, and that
trading counterparty's
relationship to the company and
the related party.
(e) Monthly cash flow forecasts for
the year commencing from the
anticipated month of signing of
the contract, and evaluation of
the necessity of the transaction,
and reasonableness of the funds
utilization.
(f) An appraisal report from a
professional appraiser or a CPA's
opinion obtained in compliance
with the preceding article.
(g) Restrictive covenants and other
important stipulations associated
with the transaction.
~~The board of directors shall~~
~~take into full consideration each~~
~~independent director's opinions~~
~~during the above discussion. If~~
~~an independent director objects~~
~~to or expresses reservations~~
~~about any matter, it shall be~~
~~recorded in the minutes or the~~
~~board of directors meeting.~~
~~3.~~The Company intends to acquire or
dispose of real property or right-of-
use assets. from or to a related party,
appraisal of the reasonableness of the
transaction cost
(a) When the Company acquires real
estate or right-of-use assets. from
related parties it shall appraise
the reasonableness of the
transaction cost in accordance
(c) With respect to the acquisition of
real property or right-of-use
assets from a related party,
information regarding appraisal
of the reasonableness of the
preliminary transaction terms
under Subsection (1)to(4),
Section5of this Article.
(d) The date and price at which the
related party originally acquired
the real property, the original
trading counterparty, and that
trading counterparty's
relationship to the company and
the related party.
(e) Monthly cash flow forecasts for
the year commencing from the
anticipated month of signing of
the contract, and evaluation of
the necessity of the transaction,
and reasonableness of the funds
utilization.
(f) An appraisal report from a
professional appraiser or a CPA's
opinion obtained in compliance
with the preceding article.
(g) Restrictive covenants and other
important stipulations associated
with the transaction.
3.The Board of Directors may
delegate the Chairman to decide
such matters when the following
transactions among the Company
and its subsidiaries and subsidiaries
in which the Company directly or
indirectly holds 100% of the Issued
shares or authorized capital are
within NT$600 million and have the
decisions subsequently submitted to
and ratified at the next board
meeting:
(a) Obtain or dispose of equipment
for business use or its right to
use assets.
(b) Obtain or dispose of the real
estate use right assets for
business use.
4. For transactions engaged in by the
Company or its subsidiaries that are
not a domestic public offering
  • 54 -
Article No. The Current Article The Amended Article Reasons for Amendment
with the following procedures:
(1) It is based on the trading
price of the related party
plus necessary interests of
the capital and necessary
costs on the buyer. The so-
called necessary interests
of capital are calculated
based on weighted average
interests of annual loans
for purchasing the
Company's assets, but it
cannot be higher than the
highest lending rate of
non-financial industry
issued by Ministry of
Finance.
(2) If the related party once
made any loan through
pledging this object to a
financial institution, and
the financial institution has
appraised the total value of
this object for loan
granting, the value can be
recognized as long as the
actual loan has exceeded
70% of the total loan value
of this object and the loan
period has exceeded 1
year. However, this is not
applicable if the financial
institution is related to one
of the transaction parties.
(b) When jointly purchasing or lease
land and houses placed thereon,
one of the methods mentioned
above shall be adopted to
appraise the transaction cost
respectively for the land and the
houses.
(c) The Company intends to acquire
or dispose of real property or
right-of-use assets from or to a
related party, the cost shall be
appraised in accordance with
Sections 3(a) and 3(b) of this
Article and accountants shall
be invited to review and issue
specific opinions.
company, if the trading value
reaches over 10% of the Company’s
total assets, materials under
respective sub-paragraphs of
Paragraph 2 shall be presented
during the shareholders’meeting to
obtain consent before the
transaction contract may be entered
into and payment may be made.
This does not apply, however, to
transactions between the Company
and its parent company,
subsidiaries, or between its
subsidiaries.
5.The Company intends to acquire or
dispose of real property or right-of-
use assets. from or to a related
party, appraisal of the
reasonableness of the transaction
cost
(a) When the Company acquires
real estate or right-of-use assets.
from related parties it shall
appraise the reasonableness of
the transaction cost in
accordance with the following
procedures:
(1) It is based on the trading
price of the related party
plus necessary interests of
the capital and necessary
costs on the buyer. The so-
called necessary interests
of capital are calculated
based on weighted average
interests of annual loans
for purchasing the
Company's assets, but it
cannot be higher than the
highest lending rate of
non-financial industry
issued by Ministry of
Finance.
(2) If the related party once
made any loan through
pledging this object to a
financial institution, and
the financial institution has
appraised the total value of
this object for loan
  • 55 -
Article No. The Current Article The Amended Article Reasons for Amendment
(d) When the appraised values of
real estate or right-of-use assets
acquired by the Company from
the related party according
Sections 3(a) and 3(b) of this
Article are all relatively lower, it
shall be handled according to
Section 3(e) of this Article.
Subject to the following
situations and combined with
objective evidence and
reasonable opinions obtained
from professional appraisers of
real estate and accountants, the
limit herein will be excluded:
(1) In the case that the related
party obtains undeveloped
land or leases the land for
construction, the evidences
put forward by the related
party shall be in accordance
with one of the following
requirements:
(i) The undeveloped land
was appraised according
to the provisions of the
related party according
Sections~~3(~~a) and 3(b) of
this Article, but the
buildings have been
appraised based on the
related party’s
construction costs plus
reasonable construction
profit and in combination
with the land, the total
exceeds the actual
transaction price. The
referred to reasonable
construction profit shall
be calculated based on
the average operating
margin of the
construction sector of the
related party in last three
years or the latest
average operating
margin issued by the
Ministry of Finance,
whichever is lower.
granting, the value can be
recognized as long as the
actual loan has exceeded
70% of the total loan value
of this object and the loan
period has exceeded 1
year. However, this is not
applicable if the financial
institution is related to one
of the transaction parties.
(b) When jointly purchasing or
lease land and houses placed
thereon, one of the methods
mentioned above shall be
adopted to appraise the
transaction cost respectively for
the land and the houses.
(c) The Company intends to acquire
or dispose of real property or
right-of-use assets from or to a
related party, the cost shall be
appraised in accordance with
Sections 3(a) and 3(b) of this
Article and accountants shall be
invited to review and issue
specific opinions.
(d) When the appraised values of
real estate or right-of-use assets
acquired by the Company from
the related party according
Sections 3(a) and 3(b) of this
Article are all relatively lower, it
shall be handled according to
Section 3(e) of this Article.
Subject to the following
situations and combined with
objective evidence and
reasonable opinions obtained
from professional appraisers of
real estate and accountants, the
limit herein will be excluded:
(1) In the case that the related
party obtains undeveloped
land or leases the land for
construction, the evidences
put forward by the related
party shall be in accordance
with one of the following
requirements:
(i) The undeveloped land
  • 56 -
Article No. The Current Article The Amended Article Reasons for Amendment
(ii) There are cases of
completed transactions
by unrelated parties
within the preceding year
involving other floors of
the same property or
property in an adjacent
area in which the
properties are similar in
area and the terms of the
transactions in those
cases are found to be
similar after assessment
of reasonable
discrepancies in the
prices of different floors
or districts in accordance
with standard property
market practices.
(2) It the Company can prove
that the transaction
conditions are similar to
those of other transaction
cases of similar areas in the
vicinity between other
parties when the Company
purchased real estate or
right-of-use assets from the
related party. The above-
mentioned nearby
transactions refer to those
which are on the same street
or nearby streets within the
distance of 500 meters of the
target transaction or with
similar current value as
reported; the similar area
acreage refers to that its
acreage shall not be less
than 50% of the target
transaction in area; the
above mentioned "within
one year" shall start from the
transaction date to trace
back to one year.
(e) When the appraised values of
real estate acquired or right-of-
use assets by the Company from
related parties according to
Sections~~3(~~a)~~and 3(b)~~of this
was appraised according
to the provisions of the
related party according
Sections5(a) and 3(b) of
this Article, but the
buildings have been
appraised based on the
related party’s
construction costs plus
reasonable construction
profit and in combination
with the land, the total
exceeds the actual
transaction price. The
referred to reasonable
construction profit shall
be calculated based on
the average operating
margin of the
construction sector of the
related party in last three
years or the latest
average operating margin
issued by the Ministry of
Finance, whichever is
lower.
(ii) There are cases of
completed transactions
by unrelated parties
within the preceding year
involving other floors of
the same property or
property in an adjacent
area in which the
properties are similar in
area and the terms of the
transactions in those
cases are found to be
similar after assessment
of reasonable
discrepancies in the
prices of different floors
or districts in accordance
with standard property
market practices.
(2) It the Company can prove
that the transaction
conditions are similar to
those of other transaction
cases of similar areas in the
  • 57 -
Article No. The Current Article The Amended Article Reasons for Amendment
Article is lower than the
transaction price, the situation
shall be handled in following
manner:
(1) In accordance with the
provisions of Clause 1 of
Article 41 of the Securities
and Exchange Act, a special
reserve shall be set aside
based on the difference
between the transaction
price and the appraised cost,
which may not be
distributed or used for
capital increase or issuance
of bonus shares. Where the
Company uses the equity
method to account for its
investment in another
company, then the special
reserve called for under
Article 41, paragraph of the
Securities and Exchange Act
shall be set aside pro rata in
a proportion consistent with
the share of the Company's
equity stake in the other
company.
(2) The independent directors
shall handle according
Article 218 of the Company
Act.
(3) Actions taken pursuant to
Point 1 and Point 2 of
Clause 5, Section~~3~~of this
Article shall be reported to a
shareholders meeting, and
the details of the transaction
shall be disclosed in the
annual report and any
investment prospectus.
The Company has set
aside a special reserve under
the preceding paragraph and
may not utilize the special
reserve until it has
recognized a loss on decline
in market value of the assets
it purchased or rented at a
premium, or have been
vicinity between other
parties when the Company
purchased real estate or
right-of-use assets from the
related party. The above-
mentioned nearby
transactions refer to those
which are on the same street
or nearby streets within the
distance of 500 meters of the
target transaction or with
similar current value as
reported; the similar area
acreage refers to that its
acreage shall not be less than
50% of the target transaction
in area; the above mentioned
"within one year" shall start
from the transaction date to
trace back to one year.
(e) When the appraised values of
real estate acquired or right-of-
use assets by the Company from
related parties according to
Sections5(a) to5(d)of this
Article is lower than the
transaction price, the situation
shall be handled in following
manner:
(1) In accordance with the
provisions of Clause 1 of
Article 41 of the Securities
and Exchange Act, a
special reserve shall be set
aside based on the
difference between the
transaction price and the
appraised cost, which may
not be distributed or used
for capital increase or
issuance of bonus shares.
Where the Company uses
the equity method to
account for its investment
in another company, then
the special reserve called
for under Article 41,
paragraph of the Securities
and Exchange Act shall be
set aside pro rata in a
  • 58 -
Article No. The Current Article The Amended Article Reasons for Amendment
disposed of or whose lease
contracts have been
terminated, or adequate
compensation has been
made, or whose status has
been restored, or there is
other evidence confirming
that there was nothing
unreasonable about the
transaction, and the FSC has
given its consent.
(f) If there is any evidence showing
that the Company's acquisition
of real property or right-of-use
assets from the related party does
not conform to the regular
business practice, it shall be
handled according to (e) of
Section~~3~~of this Article.
(g) Where the Company acquires
real property or right-of-use
assets from a related party and
one of the following
circumstances exists, the
acquisition shall be conducted in
accordance with Section 2~~and~~
Section 4 of this Article in
relation to evaluation and
operation procedure and(a),(b),
(c) of Section~~3~~of this Article in
relation to appraisal of the
reasonableness of the transaction
cost do not apply:
(1) The related party acquired
the real property or right-of-
use assets through
inheritance or as a gift.
(2) More than five years will
have elapsed from the time
the related party signed the
contract to obtain the real
estate or right-of-use assets
to the signing date for the
current transaction.
(3) The real property is acquired
through signing of a joint
development contract with
the related party, or through
engaging a related party to
build real property, either on
proportion consistent with
the share of the Company's
equity stake in the other
company.
(2) The independent directors
shall handle according
Article 218 of the
Company Act.
(3) Actions taken pursuant to
Point 1 and Point 2 of
Clause 5, Section5of this
Article shall be reported to
a shareholders meeting,
and the details of the
transaction shall be
disclosed in the annual
report and any investment
prospectus.
The Company has set
aside a special reserve under
the preceding paragraph and
may not utilize the special
reserve until it has
recognized a loss on decline
in market value of the assets
it purchased or rented at a
premium, or have been
disposed of or whose lease
contracts have been
terminated, or adequate
compensation has been
made, or whose status has
been restored, or there is
other evidence confirming
that there was nothing
unreasonable about the
transaction, and the FSC has
given its consent.
(f) If there is any evidence showing
that the Company's acquisition
of real property or right-of-use
assets from the related party
does not conform to the regular
business practice, it shall be
handled according to (e) of
Section5of this Article.
(g) Where the Company acquires
real property or right-of-use
assets from a related party and
one of the following
  • 59 -
Article No. The Current Article The Amended Article Reasons for Amendment
the company's own land or
on rented land.
(4) The acquisition or disposal
of operation-purpose real
estate right-of-use assets
among the Company and its
subsidiaries and subsidiaries
in which the Company
directly or indirectly holds
one hundred percent (100%)
of the issued shares or
authorized capital.
~~4.~~The Board of Directors may delegate
the Chairman to decide such matters
when the following transactions
among the Company and its
subsidiaries and subsidiaries in which
the Company directly or indirectly
holds 100% of the Issued shares or
authorized capital are within NT$600
million and have the decisions
subsequently submitted to and
ratified at the next board meeting:
(a) Obtain or dispose of equipment
for business use or its right to
use assets.
(b) Obtain or dispose of the real
estate use right assets for
business use.
circumstances exists, the
acquisition shall be conducted in
accordance with Section 2to
Section 4 of this Article in
relation to evaluation and
operation procedure and(a),(b),
(c) of Section5of this Article in
relation to appraisal of the
reasonableness of the
transaction cost do not apply:
(1) The related party acquired
the real property or right-
of-use assets through
inheritance or as a gift.
(2) More than five years will
have elapsed from the time
the related party signed the
contract to obtain the real
estate or right-of-use assets
to the signing date for the
current transaction.
(3) The real property is
acquired through signing
of a joint development
contract with the related
party, or through engaging
a related party to build real
property, either on the
company's own land or on
rented land.
(4) The acquisition or disposal
of operation-purpose real
estate right-of-use assets
among the Company and
its subsidiaries and
subsidiaries in which the
Company directly or
indirectly holds one
hundred percent (100%) of
the issued shares or
authorized capital.
Article 13 Procedure of Public Disclosure of
Information
1.Deadline for Public Announcement
and Report Announcement and
Report
The Company acquiring or disposing
of assets which reaches the items to
be announced or transaction amount
standards prescribed under Section 2
Procedure of Public Disclosure of
Information
1. Deadline for Public Announcement
and Report Announcement and
Report
The Company acquiring or disposing
of assets which reaches the items to
be announced or transaction amount
standards prescribed under Section 2
To comply with the
amendment of the
regulations.
  • 60 -
Article No. The Current Article The Amended Article Reasons for Amendment
of this Article shall publicly
announce and report the relevant
information on the FSC's designated
website within 2 days commencing
immediately from the date of
occurrence of the event.
2.The Items and Standards Required
for Public Announcement and Report
(a) Acquisition or disposal of real
property or right-of-use assets
from or to a related party, or
acquisition or disposal of assets
other than real property or right-
of-use assets from or to a related
party where the transaction
amount reaches 20 percent or
more of paid-in capital, 10
percent or more of the Company's
total assets, or NT$300 million or
more; provided, this shall not
apply to trading of domestic
government bonds or bonds under
repurchase, resale agreements, or
subscription or repurchase of
domestic money market funds
issued by SITE.
(b) Merger, demerger, Acquisitions
or Shares Transfer.
(c) Losses from derivatives trading
reaching the limits on aggregate
losses or losses on individual
contracts set out in the procedures
adopted by the company.
(d) Acquisition or disposal of such
assets as equipment or right-of-
use assets for business which
does not involve the related party
and the transaction amount of
which reach to above NTD 1000
million.
(e) Where land is acquired under an
arrangement on engaging others
to build on the company's own
land, engaging others to build on
rented land, joint construction and
allocation of housing units, joint
construction and allocation of
ownership percentages, or joint
construction and separate sale,
and the transaction object is not a
of this Article shall publicly announce
and report the relevant information on
the FSC's designated website within 2
days commencing immediately from
the date of occurrence of the event.
2. The Items and Standards Required
for Public Announcement and Report
(a) Acquisition or disposal of real
property or right-of-use assets
from or to a related party, or
acquisition or disposal of assets
other than real property or right-
of-use assets from or to a related
party where the transaction
amount reaches 20 percent or
more of paid-in capital, 10 percent
or more of the Company's total
assets, or NT$300 million or
more; provided, this shall not
apply to trading of domestic
government bonds or bonds under
repurchase, resale agreements, or
subscription or repurchase of
domestic money market funds
issued by SITE.
(b) Merger, demerger, Acquisitions or
Shares Transfer.
(c) Losses from derivatives trading
reaching the limits on aggregate
losses or losses on individual
contracts set out in the procedures
adopted by the company.
(d) Acquisition or disposal of such
assets as equipment or right-of-
use assets for business which does
not involve the related party and
the transaction amount of which
reach to above NTD 1000 million.
(e) Where land is acquired under an
arrangement on engaging others to
build on the company's own land,
engaging others to build on rented
land, joint construction and
allocation of housing units, joint
construction and allocation of
ownership percentages, or joint
construction and separate sale,
and the transaction object is not a
related person and the amount the
Company expects to invest in the
  • 61 -
Article No. The Current Article The Amended Article Reasons for Amendment
related person and the amount the
Company expects to invest in the
transaction reaches NT$500
million.
(f) Where an asset transaction other
than any of those referred to in
the preceding five subparagraphs,
a disposal of receivables by a
financial institution, or an
investment in the mainland China
area reaches 20 percent or more
of paid-in capital or NT$300
million; provided, this shall not
apply to the following
circumstances:
(1) Trading of domestic
government Bonds.
(2) Trading of bonds under
repurchase/resale agreements,
or subscription or repurchase
of domestic money market
funds issued by SITE.
(g) The transaction amount
prescribed shall be calculated as
below. Also, "within the
preceding year" as used in the
preceding paragraph refers to the
year preceding the date of
occurrence of the current
transaction. Items duly announced
in accordance with these
Regulations need not be counted
toward the transaction amount.
(1) The amount of any individual
transaction.
(2) The cumulative transaction
amount of acquisitions and
disposals of the same type of
underlying asset with the
same trading counterparty
within the preceding year.
(3) The cumulative transaction
amount of real property or
right-of-use assets
acquisitions and disposals
(cumulative acquisitions and
disposals, respectively) within
the same development project
within the preceding year.
(4) The cumulative transaction
amount of acquisitions and
transaction reaches NT$500
million.
(f) Where an asset transaction other
than any of those referred to in the
preceding five subparagraphs, a
disposal of receivables by a
financial institution, or an
investment in the mainland China
area reaches 20 percent or more of
paid-in capital or NT$300 million;
provided, this shall not apply to
the following circumstances:
(1) Trading of domestic
government Bondsor
foreign government Bonds
with a credit rating not
below the sovereignty rating
of our government.
(2) Trading of bonds under
repurchase/resale
agreements, or subscription
or repurchase of domestic
money market funds issued
by SITE.
(g) The transaction amount prescribed
shall be calculated as below. Also,
"within the preceding year" as
used in the preceding paragraph
refers to the year preceding the
date of occurrence of the current
transaction. Items duly announced
in accordance with these
Regulations need not be counted
toward the transaction amount.
(1) The amount of any individual
transaction.
(2) The cumulative transaction
amount of acquisitions and
disposals of the same type of
underlying asset with the same
trading counterparty within the
preceding year.
(3) The cumulative transaction
amount of real property or
right-of-use assets acquisitions
and disposals (cumulative
acquisitions and disposals,
respectively) within the same
development project within the
preceding year.
(4) The cumulative transaction
  • 62 -
Article No. The Current Article The Amended Article Reasons for Amendment
disposals (cumulative
acquisitions and disposals,
respectively) of the same
security within the preceding
year.
~~(h) The transaction amount set forth~~
~~in Article 7, Article 8, Article 9~~
~~and Article 10 of this procedure~~
~~shall be calculated and handled~~
~~under the preceding Paragraph.~~
~~"Within the preceding year" as~~
~~used in the preceding paragraph~~
~~refers to the year preceding the~~
~~date of occurrence of the current~~
~~transaction. Items which obtained~~
~~appraisal report issued by the~~
~~professional appraiser or CPA's~~
~~opinion according to the~~
~~Operational Procedure need not~~
~~be counted toward the transaction~~
~~amount.~~
3.Procedures for Announcement
(a) The Company shall report related
information to the designated
website by FSC for
announcement.
(b) The Company shall' report
information relating to the prior
month's transactions in
derivatives of the Company and
subsidiaries to the designated
website by FSC for
announcement before the 10th of
every month.
(c) The Company shall report all
items according to regulations,
and if there are errors or
omissions, all the items shall be
again publicly announced and
reported in their entirety within
two days counting inclusively
from the date of knowing of such
error or omission.
(d) The Company shall keep related
contracts, records,
memorandums, appraisal reports,
opinions from accountants,
lawyers or securities underwriters
with the Company for at least five
years, unless otherwise provided
~~(h)~~ amount of acquisitions and
disposals (cumulative
acquisitions and disposals,
respectively) of the same
security within the preceding
year.
3. Procedures for Announcement
(a) The Company shall report related
information to the designated
website by FSC for
announcement.
(b) The Company shall' report
information relating to the prior
month's transactions in derivatives
of the Company and subsidiaries
to the designated website by FSC
for announcement before the 10th
of every month.
(c) The Company shall report all
items according to regulations,
and if there are errors or
omissions, all the items shall be
again publicly announced and
reported in their entirety within
two days counting inclusively
from the date of knowing of such
error or omission.
(d) The Company shall keep related
contracts, records, memorandums,
appraisal reports, opinions from
accountants, lawyers or securities
underwriters with the Company
for at least five years, unless
otherwise provided for by related
regulations.
(e) In case of one of following
  • 63 -
Article No. The Current Article The Amended Article Reasons for Amendment
for by related regulations.
(e) In case of one of following
situations, alter the Company
announces transactions according
to the provisions of the former
Article, the Company shall report
related information to the website
designated by FSC for
announcement within 2 days of
the transaction date:
(1) Change, termination or
rescission of contracts related
to the original transaction.
(2) The merger, division,
acquisition or share transfer is
not completed within the
scheduled time.
(3) Any changes to the original
announcement.
situations, alter the Company
announces transactions according
to the provisions of the former
Article, the Company shall report
related information to the website
designated by FSC for
announcement within 2 days of
the transaction date:
(1) Change, termination or
rescission of contracts related
to the original transaction.
(2) The merger, division,
acquisition or share transfer is
not completed within the
scheduled time.
(3) Any changes to the original
announcement.
Article 15 For the calculation of 10 percent of total
assets under these regulations, the total
assets stated in the most recent parent
company only financial report or
individual financial report of the Company
shall be used.
For the calculation of 10 percent of total
assets under these regulations, the total
assets stated in the most recent parent
company only financial report or
individual financial report of the Company
shall be used.
The transaction amount set forth in
Article 7, Article 8, Article 9 and Article
10 of this procedure shall be calculated and
handled under Article 13, Paragraph 2 Sub-
paragraph 7. And“within the preceding
year"as used therein refers to the year
preceding the date of occurrence of the
current transaction. Items which obtained
appraisal report issued by the professional
appraiser or CPA's opinion and have been
presented during the shareholders’meeting
for consent, approved by the Audit
Committee and the Board of Directors
under the Operational Procedure need not
be counted toward the transaction amount.
Paragraph 2 added
(Originally Article 13,
Paragraph2 Sub-
paragraph 8, and is
amended accordingly to
the regulations).
  • 64 -

Attachment 7

Comparative table for Amendments to Rules of Shareholders’ Meeting

Article No. The Current Article The Amended Article Reasons forAmendment
Article 3 (To convene shareholders meeting and
meeting notice)
A shareholders meeting of the Company
shall, unless otherwise provided for in
laws and regulations, be convened by the
board of directors.
The Company shall prepare electronic
versions of the shareholders meeting
notice and proxy forms, and the origins of
and explanatory materials relating to all
proposals, including proposals for
ratification, matters for deliberation, or the
election or dismissal of directors or
supervisors, and upload them to the
Market Observation Post System (MOPS)
before 30 days before the date of a regular
shareholders meeting or before 15 days
before the date of a preferred shareholders
meeting. The Company shall prepare
electronic versions of the shareholders
meeting agenda and supplemental meeting
materials and upload them to the MOPS
before~~21~~days before the date of the
regular shareholders meeting or before 15
days before the date of the preferred
shareholders meeting. In addition, before
15 days before the date of the shareholders
meeting, this Corporation shall also have
prepared the shareholders meeting agenda
and supplemental meeting materials and
made them available for review by
shareholders at any time. The meeting
agenda and supplemental materials shall
also be displayed at the Company and the
professional shareholder services agent
designated~~thereby as well as being~~
~~distributed on-site at the meeting place~~.
The cause(s) or subject(s) of a meeting
of shareholders to be convened shall be
indicated in the individual notice; and the
notice may, as an alternative, be given by
means of electronic transmission, after
obtaining a prior consent from the
recipient(s) thereof.
Matters related to election or dismissal
(To convene shareholders meeting and
meeting notice)
A shareholders meeting of the Company
shall, unless otherwise provided for in
laws and regulations, be convened by the
board of directors.
Any changes to way of convening the
shareholders meeting shall be authorized
for resolution made by the board of
directors before sending out the
shareholders meeting notice.
The Company shall prepare electronic
versions of the shareholders meeting
notice and proxy forms, and the origins of
and explanatory materials relating to all
proposals, including proposals for
ratification, matters for deliberation, or the
election or dismissal of directors or
supervisors, and upload them to the
Market Observation Post System (MOPS)
before 30 days before the date of a regular
shareholders meeting or before 15 days
before the date of a preferred shareholders
meeting. The Company shall prepare
electronic versions of the shareholders
meeting agenda and supplemental meeting
materials and upload them to the MOPS
before30days before the date of the
regular shareholders meeting or before 15
days before the date of the preferred
shareholders meeting. In addition, before
15 days before the date of the shareholders
meeting, this Corporation shall also have
prepared the shareholders meeting agenda
and supplemental meeting materials and
made them available for review by
shareholders at any time. The meeting
agenda and supplemental materials shall
also be displayed at the Company and the
professional shareholder services agent
designated thereby as well as being
distributed on-site at the meeting place.
The Company shall make the meeting
agenda and supplemental meeting
materials in the preceding paragraph
1. In order to make
shareholders aware of
the change in the method
of convening the
shareholders' meeting,
the changes of it shall be
approved by the board of
directors, and it shall be
made no later than
before the meeting
notice is dispatched, and
the Paragraph 2 shall be
added.
2. Pursuant to
amendment of the
Article 6 of Regulations
Governing Content and
Compliance
Requirements for
Shareholders' Meeting
Agenda Handbooks of
Public Companies, TPEx
listed company with
paid-in capital reaching
NT$10 billion or more
as of the last day of the
most recent fiscal year,
or in which the
aggregate shareholding
percentage of foreign
investors and Mainland
Chinese investors
reached 30% or more as
recorded in the
shareholders' register at
the time of convening
shareholders’ meeting in
the most recent fiscal
year, it shall upload the
aforesaid electronic file
by 30 days prior to the
day on which the regular
shareholders' meeting is
to be convened.
Therefore, amendment
  • 65 -
Article No. The Current Article The Amended Article Reasons forAmendment
of directors, changes in the Articles of
Incorporation, capital reduction,
application for suspension of public
offering, director non-compete clause,
capital increase from earnings, capital
increase from surplus, company
dissolution, merger, split or the clauses in
Paragraph 1, Article 185 of the Company
Act, Articles 26-1 and 43-6 of the
Securities Exchange Act, Articles 56-1
and 60-2 of the Regulations Governing the
Offering and Issuance of Securities by
Securities Issuers, should be listed in the
purposes for convening the meeting, and
shall not proposed by an extemporary
motion.~~The content may be posted on~~
~~websites designated by the competent~~
~~securities authority or the Company, and~~
~~the website should clearly stated in the~~
~~notice.~~
(Omitted hereunder)
available to shareholders for review in the
following manner on the date of the
shareholders meeting:
1. For physical shareholders meetings, to
be distributed on-site at the meeting.
2. For hybrid shareholders meetings, to be
distributed on-site at the meeting and
shared on the virtual meeting platform.
3. For virtual-only shareholders meetings,
electronic files shall be shared on the
virtual meeting platform.
The cause(s) or subject(s) of a meeting
of shareholders to be convened shall be
indicated in the individual notice; and the
notice may, as an alternative, be given by
means of electronic transmission, after
obtaining a prior consent from the
recipient(s) thereof.
Matters related to election or dismissal
of directors, changes in the Articles of
Incorporation, capital reduction,
application for suspension of public
offering, director non-compete clause,
capital increase from earnings, capital
increase from surplus, company
dissolution, merger, split or the clauses in
Paragraph 1, Article 185 of the Company
Act, Articles 26-1 and 43-6 of the
Securities Exchange Act, Articles 56-1
and 60-2 of the Regulations Governing the
Offering and Issuance of Securities by
Securities Issuers, should be listed in the
purposes for convening the meeting, and
shall not proposed by an extemporary
motion.
(Omitted hereunder)
to the Paragraph 3.
3. Public offering
companies may convene
virtual-only
shareholders' meetings,
the Company has
different methods of
convening shareholders'
meetings. For the benefit
of shareholders, whether
participating in the
physical or virtual-only
shareholders meeting,
they can refer to the
handbook of annual
shareholders’ meeting
and supplementary
materials on the day of
the meeting. Therefore,
Paragraph 2 is amended
and Paragraph 4 is
added.
Article 4 (To appoint a proxy to attend a
shareholders meeting and authorization)
(Paragraph 1-3 are omitted)
(To appoint a proxy to attend a
shareholders meeting and authorization)
If, after a proxy form is delivered to the
Company, a shareholder wishes to attend
the shareholders meeting online, a written
notice of proxy cancellation shall be
submitted to the Company two business
days before the meeting date. If the
cancellation notice is submitted after that
time, votes cast at the meeting by the
proxy shall prevail.
If a shareholder decides
to appoint a proxy, after
the Proxy Statement is
delivered to the
Company, suppose the
shareholder intends to
attend the virtual-only
shareholders' meeting
conferencing in person,
he or she shall notify the
Company in writing two
days before the
shareholders' meeting for
proxy cancellation;
  • 66 -
Article No. The Current Article The Amended Article Reasons forAmendment
therefore, Paragraph 4
shall be added.
Article 5 (Principles of convention place and time
of shareholders’ meeting)
(Paragraph 1 is omitted)
(Principles of convention place and time
of shareholders’ meeting)
The restrictions on the place of the
meeting shall not apply when the
Company convenes a virtual-only
shareholders meeting.
Explicit that when the
Company convening a
virtual-only
shareholders’ meeting,
there is no restrictions on
the place of the meeting.
Article 6 (The preparation of Documents)
This Company shall specify in its
shareholders meeting notices the time
during which shareholder attendance
registrations will be accepted, the place to
register for attendance, and other matters
for attention.
The time during which shareholder
attendance registrations will be accepted,
as stated in the preceding paragraph, shall
be at least 30 minutes prior to the time the
meeting commences. The place at which
attendance registrations are accepted shall
be clearly marked and a sufficient number
of suitable personnel assigned to handle
the registrations.
(The preparation of Documents)
The Company shall specify in its
shareholders meeting notices the time
during which shareholder,solicitors, their
proxies (collectively,"shareholders")
attendance registrations will be accepted,
the place to register for attendance, and
other matters for attention.
The time during which shareholder
attendance registrations will be accepted,
as stated in the preceding paragraph, shall
be at least 30 minutes prior to the time the
meeting commences. The place at which
attendance registrations are accepted shall
be clearly marked and a sufficient number
of suitable personnel assigned to handle
the registrations.For virtual shareholders
meetings, shareholders may begin to
register on the virtual meeting platform 30
minutes before the meeting starts.
Shareholders completing registration will
be deemed as attend the shareholders
meeting in person.
(Paragraph 3-5 are omitted)
In the event of a virtual shareholders
meeting, shareholders wishing to attend
the meeting online shall register with the
Company two days before the meeting
date.
In the event of a virtual shareholders
meeting, the Company shall upload the
meeting agenda book, annual report and
other meeting materials to the virtual
meeting platform at least 30 minutes
before the meeting starts, and keep this
information disclosed until the end of the
meeting.
1. Specified time and
procedures for
shareholder attendance
registrations; therefore,
Paragraph 2 shall be
amended.
2. For shareholders wish
to attend the meeting
online shall register with
the Company 2 days
before the meeting date
and hence Paragraph 7 is
added.
3. In order to enable
shareholders attending
online to review the
Meeting Handbook and
Annual Report, etc., the
Company, shall upload
them on the virtual
meeting platform and
hence Paragraph 8 is
added.
Article 8 (Sound or video recording of
Shareholders’ meeting procedure)
The Company shall make~~full sound or~~
~~video recording of the procedure of the~~
(Sound or video recording of
Shareholders’ meeting procedure)
The Company, beginning from the time it
accepts shareholder attendance
According to Article 183
of the Company Act and
Article 18 of the
Regulations Governing
  • 67 -
Article No. The Current Article The Amended Article Reasons forAmendment
~~shareholders meeting, which~~shall be
preserved for a minimum period of at least
one year. However, if a lawsuit has been
instituted by any shareholder in
accordance with the provisions of Article
189 of the Company Act, the Company
shall keep minutes of the shareholders'
meeting involved until the legal
proceedings of the foregoing lawsuit have
been concluded.
registrations, shall makean uninterrupted
audio and video recording of the
registration procedure, the proceedings of
the shareholders’meeting, and the voting
and vote counting procedures. The
recorded materials of the preceding
paragraphshall be preserved for at least
one year. However, if a lawsuit has been
instituted by any shareholder in
accordance with the provisions of Article
189 of the Company Act, the Company
shall keep minutes of the shareholders'
meeting involved until the legal
proceedings of the foregoing lawsuit have
been concluded.
Where a shareholders meeting is held
online, the Company shall keep records of
shareholder registration, sign-in, check-in,
questions raised, votes cast and results of
votes counted by the Company, and
continuously audio and video record,
without interruption, the proceedings of
the virtual meeting from beginning to end.
The information and audio and video
recording in the preceding paragraph shall
be properly kept by the Company during
the entirety of its existence, and copies of
the audio and video recording shall be
provided to and kept by the party appointed
to handle matters of the virtual meeting.
Procedure for Board of
Directors Meetings of
Public Companies, the
Company shall keep the
record of shareholder
attendance registration,
questioning, voting, and
voting result, and shall
make an uninterrupted
audio and video
recording of the
registration procedure.
The recorded materials
shall be well preserved
and the copy of it shall
be kept by the party
appointed to handle
matters of the virtual
meeting. Therefore,
Paragraph 3 and 4 are
added.
Article 9 (The calculation of attending shares of
shareholders meeting, and the calling for
meeting)
Attendance of shareholders meeting shall
be calculated based on shares. The number
of attending shares shall be calculated
based on the attendance cards submitted,
and the shares exercised in writing or by
way of electronic transmission.
The Chairperson shall immediately
announce the opening of the meeting when
the starting time for the meeting arrives~~.~~
However, where fewer than the number of
the shareholders representing more than
half of issued shares of the Company are in
attendance, the Chairperson may announce
that the meeting is postponed, and such
postponed may not exceed two (2) times,
total time for postponement may not
exceed one (1) hour. Where the quorum is
still not met after two (2) postponements,
but shareholders representing more than
one-third of issued shares of the Company

(The calculation of attending shares of
shareholders meeting, and the calling for
meeting)
Attendance of shareholders meeting shall
be calculated based on shares. The number
of attending shares shall be calculated
based on the attendance cards submitted,
and the shares checked in on the virtual
meeting platform,andplus the shares
exercised in writing or by way of electronic
transmission.
The Chairperson shall immediately
announce the opening of the meeting when
the starting time for the meeting arrivesand
disclose information concerning the
number of nonvoting shares and number of



1. Paragraph 1 is
amended to specify the
counting of the attending
shares shall include the
shares checked in on the
virtual meeting platform.
2. When convening the
virtual-only meeting, if
the chairman declares
the adjournment of the
meeting, the Company
shall make an
announcement on the
virtual meeting platform
and hence Paragraph 2 is
amended.
3. As a tentative
resolution has been
passed for convening
another shareholders’

shares represented by shareholders
attending the meeting. However, where
fewer than the number of the shareholders
representing more than half of issued
shares of the Company are in attendance,
the Chairperson may announce that the
meeting is postponed, and such postponed
  • 68 -
Article No. The Current Article The Amended Article Reasons forAmendment
attend the meeting, tentative resolution may
be passed in accordance with Article 175,
Paragraph 1 of the Company Act. A notice
of such tentative resolution shall be given
to each of the shareholders, and reconvene
a Shareholders' meeting within one month.
(Omitted hereunder)

may not exceed two (2) times, total time for
postponement may not exceed one (1) hour.
If the quorum is not met after (2)
postponements and the attending
shareholders still represent less than one
third of the total number of issued shares,
the Chairperson shall declare the meeting
adjourned. In the event of a virtual
shareholders meeting, the Company shall
also declare the meeting adjourned at the
virtual meeting platform.
Where the quorum is still not met after
two (2) postponementsas referred to in the
preceding paragraph,but shareholders
representing more than one-third of issued
shares of the Company attend the meeting,
tentative resolution may be passed in
accordance with Article 175, Paragraph 1
of the Company Act. A notice of such
tentative resolution shall be given to each
of the shareholders, and reconvene a
Shareholders' meeting within one month.In
the event of a virtual shareholders’
meeting, shareholders intending to attend
the meeting online shall re-register to the
Company in accordance with Article 6.
(Omitted hereunder)



meeting, shareholders
wishing to attend the
meeting online shall be
register with the
Company. Therefore,
Paragraph 3 is amended.
Article 11 (To make a speech by shareholder)
(Paragraph 1-6 are omitted)
(To make a speech by shareholder)
(Paragraph 1-6 are omitted)
Where a virtual shareholders meeting is
convened, shareholders attending the
virtual meeting online may raise questions
in writing at the virtual meeting platform
from the chair declaring the meeting open
until the chair declaring the meeting
adjourned. No more than two questions for
the same proposal may be raised. Each
question shall contain no more than 200
words. The regulations in paragraphs 1 to
5 do not apply.
To specify the
procedures and
restrictions for raising
questions during the
virtual meeting,
Paragraph 7 is added.
Article 13 (Voting of proposals, Voting monitoring
and Voting Counting)
(Paragraph 1-3 are omitted)
A shareholder who exercises his/her
voting right through written or electronic
methods and in case a shareholder attends
the shareholders' meeting in person,
he/she/it shall, two (2) day prior to the
meeting date of the scheduled
shareholders' meeting and in the same
manner previously used in exercising
his/her/its voting power, serve a separate
declaration of intention to rescind
(Voting of proposals, Voting monitoring
and Voting Counting)
(Paragraph 1-3 are omitted)
A shareholder who exercises his/her
voting right through written or electronic
methods and in case a shareholder attends
the shareholders' meeting in personor
online,he/she/it shall, two (2) day prior to
the meeting date of the scheduled
shareholders' meeting and in the same
manner previously used in exercising
his/her/its voting power, serve a separate
declaration of intention to rescind
1. To specify that after
shareholders exercising
their votes rights in
writing or electronically,
if they wish to attend the
shareholders' meeting
online, they shall first
cancel them in the same
way as exercising their
voting rights, and hence
amend Paragraph 4.
2. When the Company
convenes a virtual
  • 69 -
Article No. The Current Article The Amended Article Reasons forAmendment
his/her/its previous declaration of intention
made in exercising the voting power under
the preceding Paragraph. In the absence of
a timely rescission of the previous
declaration of intention, the voting power
exercised in writing or by way of
electronic transmission shall prevail. In
case a shareholder has exercised his/her/its
voting power in writing or by way of
electronic transmission, and has also
authorized a proxy to attend the
shareholders' meeting in his/her/its behalf,
then the voting power exercised by the
authorized proxy for the said shareholder
shall prevail.
(Paragraph 5-9 are omitted)
his/her/its previous declaration of intention
made in exercising the voting power under
the preceding Paragraph. In the absence of
a timely rescission of the previous
declaration of intention, the voting power
exercised in writing or by way of
electronic transmission shall prevail. In
case a shareholder has exercised his/her/its
voting power in writing or by way of
electronic transmission, and has also
authorized a proxy to attend the
shareholders' meeting in his/her/its behalf,
then the voting power exercised by the
authorized proxy for the said shareholder
shall prevail.
(Paragraph 5-9 are omitted)
When the Company convenes a virtual
shareholders meeting, after the chair
declares the meeting open, shareholders
attending the meeting online shall cast
votes on proposals and elections on the
virtual meeting platform before the chair
announces the voting session ends or will
be deemed abstained from voting.
In the event of a virtual shareholders
meeting, votes shall be counted at once
after the chair announces the voting
session ends, and results of votes and
elections shall be announced immediately.
When the Company convenes a hybrid
shareholders meeting, if shareholders who
have registered to attend the meeting
online in accordance with Article 6 decide
to attend the physical shareholders
meeting in person, they shall revoke their
registration two days before the
shareholders meeting in the same manner
as they registered. If their registration is
not revoked within the time limit, they
may only attend the shareholders meeting
online.
When shareholders exercise voting rights
by correspondence or electronic means,
unless they have withdrawn the
declaration of intent and attended the
shareholders meeting online, except for
extraordinary motions, they will not
exercise voting rights on the original
proposals or make any amendments to the
original proposals or exercise voting rights
shareholders meeting,
after the chair declares
the meeting open,
shareholders attending
the meeting online shall
cast votes on proposals
and elections on the
virtual meeting platform
before the chair
announces the voting
session ends. Therefore,
Paragraph 9 and 10 are
added.
3. When the Company
convenes a hybrid
shareholders meeting, if
shareholders who have
registered to attend the
meeting online decide to
attend the physical
shareholders meeting in
person, they shall revoke
their registration two
days before the
shareholders meeting in
the same manner as they
registered. Therefore,
Paragraph 11 is added.
4. Accordance with the
Jing-Shang-Zi-No.
10102404740and
10102414250 letter of
the Ministry of
Economic Affairs, based
on the principle of fair
treatment, written voting
shall also follow the
normative spirit of the
electronic voting in
order to protect the
rights and interests of
shareholders. Therefore,
Paragraph 12 is added to
specify that shareholders
who exercise their
voting rights in writing
or electronically, if they
do not revoke their
intentions, will still be
allowed to vote. They
  • 70 -
Article No. The Current Article The Amended Article Reasons forAmendment
on amendments to the original proposal. may register to
participate in the
shareholders’ meeting by
video, but they may not
vote on the original
proposal or the
amendment to the
original proposal, except
for the extemporary
motion and the right to
vote.
Article 16 (Meeting minutes and signing items)
(Paragraph 1-3 are omitted)
(Meeting minutes and signing items)
(Paragraph 1-3 are omitted)
Where a virtual shareholders meeting is
convened, in addition to the particulars to
be included in the meeting minutes as
described in the preceding paragraph, the
start time and end time of the shareholders
meeting, how the meeting is convened, the
chair's and secretary's name, and actions to
be taken in the event of disruption to the
virtual meeting platform or participation in
the meeting online due to natural disasters,
accidents or other force majeure events,
and how issues are dealt with shall also be
included in the minutes.
When convening a virtual-only
shareholder meeting, other than
compliance with the requirements in the
preceding paragraph, the Company shall
specify in the meeting minutes alternative
measures available to shareholders with
difficulties in attending a virtual-only
shareholders meeting online.
To comply with the
amendment of the
regulations. Addition to
this Article.
Article 17 (To make external announcement)
On the day of a shareholders meeting, the
Company shall compile in the prescribed
format a statistical statement of the
number of shares obtained by solicitors
through solicitation and the number of
shares represented by proxies, and shall
make an express disclosure of the same at
the place of the shareholders meeting.
(Omitted hereunder)
(To make external announcement)
On the day of a shareholders’ meeting, the
Company shall compile in the prescribed
format a statistical statement of the
number of shares obtained by solicitors
through solicitatio~~n and,~~the number of
shares represented by proxiesand the
number of shares represented by
shareholders attending the meeting by
correspondence or electronic means,and
shall make an express disclosure of the
same at the place of the shareholders’
meeting.In the event a virtual
shareholders meeting, the Company shall
upload the above meeting materials to the
virtual meeting platform at least 30
To comply with the
amendment of the
regulations. Revision to
this Article.
  • 71 -
Article No. Article No. The Current Article The Amended Article Reasons forAmendment
minutes before the meeting starts, and
keep this information disclosed until the
end of the meeting.
During the Company's virtual
shareholders meeting, when the meeting is
called to order, the total number of shares
represented at the meeting shall be
disclosed on the virtual meeting platform.
The same shall apply whenever the total
number of shares represented at the
meeting and a new tally of votes is
released during the meeting.
(Omitted hereunder)
Article 20 (Disclosure of information at virtual
meetings)
In the event of a virtual shareholders
meeting, the Company shall disclose real-
time results of votes and election
immediately after the end of the voting
session on the virtual meeting platform
according to the regulations, and this
disclosure shall continue at least 15
minutes after the chair has announced the
meeting adjourned.
In order to allow
attending shareholders to
know the voting and
election results of each
proposal immediately,
regulate the sufficient
time for information
disclosure. Therefore,
this Article is added.
Article 21 (Location of the chair and secretary of
virtual-only shareholders meeting)
When the Company convenes a virtual-
only shareholders meeting, both the chair
and secretary shall be in the same location,
and the chair shall declare the address of
their location when the meeting is called
to order.
To comply with the
amendment of the
regulations. Addition to
this Article.
Article 22 (Handling of disconnection)
In the event of a virtual shareholders
meeting, the Company may offer a simple
connection test to shareholders prior to the
meeting, and provide relevant real-time
services before and during the meeting to
help resolve communication technical
issues.
In the event of a virtual shareholders
meeting, when declaring the meeting
open, the chair shall also declare, unless
under a circumstance where a meeting is
not required to be postponed to or resumed
at another time under Article 44-20,
paragraph 4 of the Regulations Governing
the Administration of Shareholder
Services of Public Companies, if the
virtual meeting platform or participation in
the virtual meeting is obstructed due to
To comply with the
amendment of the
regulations. Addition to
this Article.
  • 72 -
Article No. The Current Article The Amended Article Reasons forAmendment
natural disasters, accidents or other force
majeure events before the chair has
announced the meeting adjourned, and the
obstruction continues for more than 30
minutes, the meeting shall be postponed to
or resumed on another date within five
days, in which case Article 182 of the
Company Act shall not apply.
For a meeting to be postponed or
resumed as described in the preceding
paragraph, shareholders who have not
registered to participate in the affected
shareholders meeting online shall not
attend the postponed or resumed session.
For a meeting to be postponed or
resumed under the second paragraph, the
number of shares represented by, and
voting rights and election rights exercised
by the shareholders who have registered to
participate in the affected shareholders
meeting and have successfully signed in
the meeting, but do not attend the
postpone or resumed session, at the
affected shareholders meeting, shall be
counted towards the total number of
shares, number of voting rights and
number of election rights represented at
the postponed or resumed session.
During a postponed or resumed session
of a shareholders meeting held under the
second paragraph, no further discussion or
resolution is required for proposals for
which votes have been cast and counted
and results have been announced, or list of
elected directors and supervisors.
When the Company convenes a hybrid
shareholders meeting, and the virtual
meeting cannot continue as described in
second paragraph, if the total number of
shares represented at the meeting, after
deducting those represented by
shareholders attending the virtual
shareholders meeting online, still meets
the minimum legal requirement for a
shareholder meeting, then the shareholders
meeting shall continue, and not
postponement or resumption thereof under
the second paragraph is required.
Under the circumstances where a
meeting should continue as in the
preceding paragraph, the shares
  • 73 -
Article No. Article No. The Current Article The Amended Article Reasons forAmendment
represented by shareholders attending the
virtual meeting online shall be counted
towards the total number of shares
represented by shareholders present at the
meeting, provided these shareholders shall
be deemed abstaining from voting on all
proposals on meeting agenda of that
shareholders meeting.
When postponing or resuming a
meeting according to the second
paragraph, the Company shall handle the
preparatory work based on the date of the
original shareholders meeting in
accordance with the requirements listed
under Article 44-20, paragraph 7 of the
Regulations Governing the Administration
of Shareholder Services of Public
Companies.
For dates or period set forth under
Article 12, second half, and Article 13,
paragraph 3 of Regulations Governing the
Use of Proxies for Attendance at
Shareholder Meetings of Public
Companies, and Article 44-5, paragraph 2,
Article 44-15, and Article 44-17,
paragraph 1 of the Regulations Governing
the Administration of Shareholder
Services of Public Companies, the
Company hall handle the matter based on
the date of the shareholders meeting that is
postponed or resumed under the second
paragraph.
Article 23 (Handling of digital divide)
When convening a virtual-only
shareholders meeting, the Company shall
provide appropriate alternative measures
available to shareholders with difficulties
in attending a virtual shareholders meeting
online.
In considering digital
divide the Company
shall provide appropriate
alternative measures
available to shareholders
with difficulties in
attending a virtual
shareholders meeting
online, such as
exercising voting rights
in writing or providing
shareholders with the
necessary equipment to
rent the meeting.
Article 24 All matters not fully provided for in these
Rules shall be in accordance with the
provisions of the Company Act and other
related laws and regulations.
In conjunction with this
update, the order of the
articles will be adjusted.
  • 74 -
Article No. Article No. The Current Article The Amended Article Reasons forAmendment
Article 25 The Rules shall be enforced by resolution
of shareholders meeting; the same shall
apply to any amendment hereto.
In conjunction with this
update, the order of the
articles will be adjusted.
  • 75 -

Attachment 8

List of the Candidates of Directors (including five Independent Directors)

Title Name Educational background and Major experience Shareholdings
(shares)*
Director Hung, Jin-Yang
(洪進揚)
Educational background
MBA, Columbia University, Department of Business Administration, USA
Major experience
Chairman and CEO, Innolux Corporation
Associate Vice President, Foxconn Group
President, TCC International Holdings Limited
Managing Director, BNP Paribas Asset Management
Executive Director, Goldman Sachs Group, Inc .
1,116,752
Director Wang, Jyh-Chau
(王志超)
Educational background
M.S., Materials Engineering, National Tsing -Hua University, Taiwan
Major experience
Chairman, Innolux Corporation Foundation
Chairman and CEO, Innolux Corporation
Director, InnoCare Optoelectronics Corporation
Vice President, Chi Mei Optoelectronics Corporation
Vice President, CHILIN TECHNOLOGY CO., LTD.
Deputy Plant Director, Unipac Optoelectronics Corp.
Associate Research Fellow, Material Research laboratories, ITRI
168,000
Director Yang, Chu-Hsiang
(楊柱祥)
Educational background
M.S., Chemical Engineering, National Central University, Taiwan
Major experience
Chairman, InnoCare Optoelectronics Corporation
Director, FI Medical Device Manufacturing Co., Ltd.
Director, Epileds Technologies, Inc.
Director, INStek Corporation
President and COO, Innolux Corporation
Associate Vice President, Chi Mei Optoelectronics Corporation
Deputy Section Manager, Chunghwa Picture Tubes, Ltd.
1,871,337
  • 76 -
Title Name Educational background and Major experience Shareholdings
(shares)*
Director Ting, Chin-Lung
(丁景隆)
Educational background
M.S., Graduate Institute of Electronics Engineering, National Taiwan
University, Taiwan
Major experience
Chairman, PanelSemi Corporation
Chairman, CarUX Technology Inc.
Chairman, GIO Optoelectronics Corp.
Chairman, Ningbo CarUX Technology Ltd.
Director, CarUX Holding Limited
Director, CarUX Technology Pte. Ltd.
Director, Double Star Inc.
Director, Innolux Japan Co., Ltd.
Director, Innolux Optoelectronics Philippines CORP.
Executive Vice President, Innolux Corporation
Vice President, Chi Mei Optoelectronics Corporation
Manager, Unipac Optoelectronics Corp.
1,142,063
Independent Director Hsieh,Chi-Chia
(謝其嘉)
Educational background
Ph. D of Mechanical Engineering, Santa Clara University, USA
Major experience
Chairman, Microelectronics Technology, Inc.
Chairman, IQE Taiwan Corporation
Chairman, Jupiter Network Corp.
Chairman, Taicom Capital Limited
Chairman, Welltop Technology Co. Ltd.
Independent Director, Innolux Corporation
Director, Advanced Wireless Semiconductor Company
Director, Bright LED Electronics Corp.
Director, Henan Bright Crystal Company Limited
Director, Sasson International Holdings Inc.
Director, Taiwan Cement Corporation
Director, KOPIN CORP.
Director, KoBrite Corp.
Director, Bright Crystal Company Limited
Director, Jiang Yang Technology (Wuxi) Co., Ltd.
Director, TMC Limited
0
  • 77 -
Title Name Educational background and Major experience Shareholdings
(shares)*
Independent Director Wu, Chih-I
(吳志毅)
Educational background
Ph.D., Electrical Engineering, Princeton University, USA
M.S., Physics, Northwestern University, USA
B.S., Physics, National Taiwan University, Taiwan
Major experience
Professor, Department of Electrical Engineering & Graduate Institute of
Electro-Optical Engineering, National Taiwan University
Vice President,ITRI
0
Independent Director Wu, Jhih-Wei
(吳志偉)
Educational background
MBA, California State University, USA
Major experience
Independent Director, Cathay Real Estate Development Co., Ltd.
Independent Director, Preferred Bank (CA)
Director, Longchen Paper & Packaging Co., Ltd.
Independent Director, Les enphants Co., Ltd.
Supervisor, Taiwan Farm Industry Co., Ltd.
Director, HEMATECH BIOTHERAPEUTICS INC.
Chairman, Zhide Investment Co., Ltd. (至德投資股份有限公司)
CEO, Credit Suisse AG
Executive Chairman, Standard Chartered Bank
0
Independent Director Shen, Shin-Bei
(申心蓓)
Educational background
LL.M., University of Southern California, USA
Major experience
Legal and Human Resources Director, WPD TAIWAN ENERGY CO., LTD.
Advisor, TSAR & TSAI Law Firm
Prosecutor, District Prosecutors Office, Ministry of Justice, Taiwan
0
Independent Director Huang,Chi-Mo
(黃啓模)
Educational background
M.S., Department of Electrical Engineering, National Tsing -Hua
University, Taiwan
Major experience
Supervisor, Asmeditron Inc.
Independent Director, Solid State System Company Limited
Director, INT TECH (HK) Co., Limited
Chairman, ILI TECHNOLOGY CORP.
Vice President of R&D, Infineon Taiwan Technologies Co., Ltd.
0
  • Shareholdings as of April 26, 2022.

  • 78 -

Attachment 9

Details of the Duties Subject to Releasing the Candidates of Directors (Independent Directors) from Non-competition

Title Name Currently essential positions inother companies
Director Wang, Jyh-Chau
(王志超)
Director, InnoCare Optoelectronics Corporation
Director Yang, Chu-Hsiang
(楊柱祥)
Chairman, InnoCare Optoelectronics Corporation
Director, FI Medical Device Manufacturing Co., Ltd.
Director, Epileds Technologies, Inc.
Director,INStek Corporation
Director Ting, Chin-Lung
(丁景隆)
Chairman, PanelSemi Corporation
Chairman, GIO Optoelectronics Corp.
Director,Double Star Inc.
Independent Director Hsieh,Chi-Chia
(謝其嘉)
Chairman, Microelectronics Technology, Inc.
Chairman, IQE Taiwan Corporation
Chairman, Jupiter Network Corp.
Chairman, Taicom Capital Limited
Chairman, Welltop Technology Co. Ltd.
Director, Advanced Wireless Semiconductor Company
Director, Bright LED Electronics Corp.
Director, Henan Bright Crystal Company Limited
Director, Sasson International Holdings Inc.
Director, Taiwan Cement Corporation
Director, KOPIN CORP.
Director, KoBrite Corp.
Director, Bright Crystal Company Limited
Director, Jiang Yang Technology (Wuxi) Co., Ltd.
Director,TMC Limited
Independent Director Wu, Jhih-Wei
(吳志偉)
Independent Director, Cathay Real Estate Development Co., Ltd.
Independent Director, Preferred Bank (CA)
Director, Longchen Paper & Packaging Co., Ltd.
Independent Director, Les enphants Co., Ltd.
Supervisor, Taiwan Farm Industry Co., Ltd.
Director, HEMATECH BIOTHERAPEUTICS INC.
Chairman, Zhide Investment Co., Ltd.(至德投資股份有限公司)
Independent Director Huang,Chi-Mo
(黃啓模)
Independent Director, Solid State System Company Limited
Director, INT TECH (HK) Co., Limited
Supervisor,Asmeditron Inc.
  • 79 -

Appendix 1

InnoLux Corporation Rules of Shareholders’ Meeting

Article 1 In order to establish the good governance system for the shareholders’ meeting of the Company, to construct supervision function and intensify management efficiency, to draw up this Rules in accordance with Section 5 of Corporate Governance Best-Practice Principles for Listed and OTC Companies for compliance with.

Article 2 Except as otherwise provided for in laws or Articles of Incorporation, the meeting rules of shareholders meeting of the Company shall be in accordance with these Rules.

Article 3[(To convene shareholders meeting and meeting notice) ] A shareholders meeting of the Company shall, unless otherwise provided for in laws and regulations, be convened by the board of directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a preferred shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the preferred shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Matters related to election or dismissal of directors, changes in the Articles of Incorporation, capital reduction, application for suspension of public offering, director non-compete clause, capital increase from earnings, capital increase from surplus, company dissolution, merger, split or the clauses in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, should be listed in the purposes for convening the meeting, and shall not proposed by an extemporary motion. The content may be posted on websites designated by the competent securities authority or the Company, and the website should ce clearly stated in the notice.

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.

A shareholder holding at least one percent of the total number of issued shares may propose in writing a motion to the Company for the regular shareholders' meeting, but limited to one motion only, and any proposal exceeding one motion shall not be included in the agenda. In addition, the Board of Directors must not include the motion proposed by shareholder under any circumstances set forth in Article 172-1, Paragraph 4 of the Company Act. A shareholder may propose a motion to urge the Company to promote public interest or fulfill its social responsibilities, but shall be limited to one motion only in accordance with Article 172-1 of the Company Act and any proposal exceeding one motion shall not be included in the agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (10) days.

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

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

Article 4[(To appoint a proxy to attend a shareholders' meeting and authorization) ]

A shareholder may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power

  • 80 -

of attorney printed by the Company stating therein the scope of power authorized to the proxy.

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than five (5) days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

Article 5

Article 6

After the service of the power of attorney of a proxy to the Company, in case the shareholder intends to attend the shareholders' meeting in person, a proxy rescission notice shall be filed with the Company at least two (2) day prior to the date of the shareholders' meeting as scheduled in the shareholders' meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.[(Principle of convention place and time of shareholders’ meeting) ]

The place for convention of shareholders’ meeting shall be within a county or city where the Company is located, or a place where is convenient for attendance by shareholders and appropriate for convention of shareholders’ meeting. The time for commencement of a meeting may not be earlier than 9:00 AM or after 3:00 PM.[(The preparation of Documents) ] This Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

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

Attending shareholders or the proxy appointed by a shareholder shall submit their attendance cards in substitution for signing of attendance. The number of attending shares shall be calculated based on the attendance cards submitted.

The Company shall submit to attending shareholders the meeting agenda, annual report, attendance card, comment slip, vote and other meeting materials; if there is an election of directors, shall attach separately ballot.

The shareholder shall have a register of attendance or other attendance certificate to attend shareholders’ meeting; Proxy solicitor of proxy solicitation shall take along identity certificate for checkup. When a juristic person acts as the proxy to attend a shareholders’ meeting, it can only appoint one person to attend the meeting. Article 7[(Chairperson of Shareholders meeting, person as a guest) ]

Where the shareholders’ meeting is convened by the board of directors, the Chairperson of the board of directors shall serve as Chairperson of the meeting. Where the Chairperson is on leave or is unable to exercise his/her powers for any cause, the vice chairperson shall act on his behalf. In case there is no vice chairperson, or the vice chairperson is also on leave or absent or unable to exercise his power and authority for any cause, the Chairperson of the board of directors shall designate one of the managing directors, or where there is no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairperson of the board of directors.

Where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the Chairperson of that meeting provided, however, that if there are two or more persons having the convening right, the Chairperson of the meeting shall be elected from among themselves.

The Company may appoint its attorney, accountant or other related personnel to attend a shareholders’ meeting. Article 8[(Sound or video recording of Shareholders’ meeting procedure) ]

The Company shall make full sound or video recording of the procedure of the shareholders meeting, which shall be preserved for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the Company shall keep minutes of the shareholders' meeting involved until the legal proceedings of the foregoing lawsuit have been concluded. Article 9[(The calculation of attending shares of shareholders meeting, and the calling for meeting) ] Attendance of shareholders meeting shall be calculated based on shares. The number of attending shares shall be calculated based on the attendance cards submitted, and the shares exercised in writing or by way of electronic transmission.

The Chairperson shall immediately announce the opening of the meeting when the starting time for the meeting arrives. However, where fewer than the number of the shareholders representing more than half of issued shares of the Company are in attendance, the Chairperson may announce that the meeting is postponed, and such postponed may not exceed two (2) times, total time for postponement may not exceed one (1) hour. Where the quorum is still not met after two (2) postponements, but shareholders representing more than one-third of issued shares of the Company attend the meeting, tentative resolution may be passed in accordance with Article 175, Paragraph 1 of the Company Act. A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month.

In the event that the number of shareholders representing more than half of issued shares attends before the end of the said meeting, the Chairperson may submit the tentative resolution made for re-voting by the meeting in accordance with Article 174 of the Company Act.

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Article 10[(Discussion of proposals) ] Where the shareholders meeting is convened by the board of directors, the agenda shall be set by the board of directors. A meeting shall be preceded in accordance with the determined agenda, which may not be altered except by a resolution of the shareholders meeting.

The preceding paragraph applies on a mutatis mutandis basis where a shareholders meeting is convened by a person other than the board of directors who has right to convene a meeting.

Unless otherwise resolved at the Meeting, the Chairperson cannot announce the adjournment of the meeting before all discussion items (including extempore motions) listed in the agenda are resolved; if the chairperson declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, other members of the board of directors shall immediately assist the attending shareholders in accordance with statutory procedures to designate, by a majority of the voting rights represented by the shareholders attending the said meeting, one person as chairperson to continue the proceedings of the meeting. The shareholders cannot designate another person to server as chairperson and continue the meeting in the same or other place after the meeting is adjourned.

The Chairperson shall give full explanations and discussions on proposals and amendments or extempore motions submitted by shareholders, and the Chairperson may announce to end the discussion of any resolution and going into voting if the Chairperson deems it appropriate. Article 11[(To make a speech by shareholder) ] When a shareholder present at the meeting wishes to speak, a Speech Note shall be filled out with summary of speech, the shareholder’s number (or the number of attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the Chairperson.

If any shareholder presents at the meeting submits a Speech Note but does not speak, no speech shall be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with contents of a Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the Chairperson, each shareholder shall not speak more than two times for each discussion item, each time not exceeding five (5) minutes. In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the Chairperson may stop the speech of such shareholder.

Unless otherwise permitted by the Chairperson and the shareholder in speaking, no shareholder shall interrupt the speeches of other shareholders; otherwise, the Chairperson may stop such interruption.

If a corporate shareholder designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.

After the speech of a shareholder, the Chairperson may respond himself/herself or appoint appropriate person to respond.

Article 12[(Calculation of voting shares, avoidance) ] Voting of shareholders meeting shall be calculated on basis of shares. Resolution of shareholders meeting, the shares held by shareholders having no voting right shall not be counted in the total number of issued shares.

A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder.

Shares for which voting right cannot be exercised as provided in the foregoing Paragraph shall not be counted in the number of votes of shareholders present at the meeting.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

Article 13[(Voting of proposals, Voting monitoring and Voting Counting) ] Shareholder shall have one voting power in respect of each share in his/her/its possession; but the shares shall have no voting power under limitation or provided for in Article 179, Paragraph 2 of the Company Act.

When the Company convenes the shareholders’ meeting, the voting power at a shareholders' meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting.

Therefore, the Company will avoid proposing extemporary motion and revision of the original proposal.

Under the foregoing Paragraph, in case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his/her/its declaration of intention shall be served to the company no later than two (2) days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the company, the first declaration of such intention received shall prevail; unless an

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explicit statement to revoke the previous declaration is made in the declaration which comes later.

A shareholder who exercises his/her voting right through written or electronic methods and in case a shareholder attends the shareholders' meeting in person, he/she/it shall, two (2) day prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.

Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act and Articles of Incorporation of the Company, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. In the process of resolution, the

Chairperson or other person designated by the Chairperson shall announce the total number of voting shares of the attending shareholders for each discussion item.

After such announcement is made, the shareholders will vote for each discussion item and the Company will enter the result of consent, objection, and waiving his/her/its right of the shareholders into the MOPS upon the same day of the convening of the shareholders meeting.

If there is amendment to or substitute for a discussion item, the Chairperson shall decide the sequence of voting for such discussion item, the amendment or substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary.

The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballot shall be a shareholder.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. Article 14 The reporting items and non-proposals shall not be put to discussion or resolution. Article 15[(Election Items) ] The election of directors at the shareholders meeting shall be in accordance with the regulations governing the election of directors made by the Company, and shall announce the election results on the spot, including the elected name list of the directors and the elected numbers of votes.

The ballots for the preceding election items shall be sealed and signed by monitoring staff, and shall be kept properly for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the company shall keep the minutes of the shareholders’ meeting involved until the legal proceedings of the foregoing lawsuit have been concluded. Article 16[(Meeting minutes and signing items) ]

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The preparation and distribution of the minutes of shareholders' meeting may be effected by means of electronic transmission.

With regard to the Company offering its shares to the public, the distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of a public notice through entering into MOPS.

The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the

chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, The 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.

  • Article 17[(To make external announcement) ]

The number of shares solicited by Proxy Solicitor and the number of shares entitled to Proxy Agent; the Company shall, on the date of shareholders meeting, compile a statistical statement according to the statutory form, and shall make an express disclosure of the same at the site of the shareholders meeting.

If a resolution adopted by shareholders meeting is Material Information provided for in laws & regulations, Taiwan Stock Exchange Corporation, the Company shall within statutory time-limit to inputting the information into MOPS.

Article 18[(To keep order in the Meeting Place) ]

Administrative staff in charge of organizing the shareholders meeting shall wear identification badges.

The Chairperson may conduct the disciplinary officers or the security guards to assist in keeping order of the meeting place. Such disciplinary officers or the security guards shall wear “Disciplinary Officers” badges or identification cards.

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If the meeting place is equipped with amplifier, the Chairperson may restrain shareholder from speaking when he/she make speech by means of other equipment, which is not equipped by the Company.

When a shareholder violates these Rules and disobeys the Chairperson’s correction, interferes with the proceeding of the meeting and disobeys after being prohibited, the Chairperson may direct disciplinary officers or the security guards to take the person away from the meeting place.

Article 19[(Intermission, Continuance of Meeting) ] During the meeting, the Chairperson may, at his/her discretion, set time for intermission. In case of incident of force majeure, the Chairperson may decide to temporarily suspend the meeting and announce, depending on the situation, when the meeting will resume.

Before all discussion items (including extempore motions) listed in the agenda are resolved, if the meeting place cannot be continually used, the shareholders meeting may seek for other place to continue the meeting.

In accordance with Article 182 of the Company Act, the shareholders meeting may resolve to postpone the meeting for not more than, or to reconvene the meeting within, five days.

The Chairperson may conduct the disciplinary officers or the security guards to assist in keeping order of the meeting place. Such disciplinary officers or the security guards shall wears badges marked “Disciplinary Officers” for identification purpose.

  • Article 20 All matters not fully provided for in these Rules shall be in accordance with the provisions of the Company Act and other related laws and regulations.

Article 21 The Rules shall be enforced by resolution of shareholders’ meeting; the same shall apply to any amendment hereto.

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Appendix 2

Articles of Incorporation of InnoLux Corporation

Chapter I—General Provisions

Article 1 The Company is organized under the provisions of company limited by shares in accordance with the Company Act and is named " 群創光電股份有限公司 ". The English name of the Company is Innolux Corporation. Article 2 The scope of business of the Company shall be as follows: (1) CC01080 Electronic Parts and Components Manufacturing (2) F401010 International Trade (3) CC01010Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing (4) CC01090 Batteries Manufacturing (5) IG03010 Energy Technical Services (6) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (7) I501010 Product Designing (8) F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 【1.Wireless launch manager. 2. Wireless Transmitter-Receive. 3. Wireless Receiver. 4. Industrial, scientific and medical irradiation machines. 5 other machines can be used for the manufacture of wireless radiant energy.

(9) CF01011 Medical Materials and Equipment Manufacturing (10) CB01010 Machinery and Equipment Manufacturing (11) CE01030 Photographic and Optical Equipment Manufacturing (12) CQ01010 Die Manufacturing (13) E603050 Cybernation Equipments Construction (14) E604010 Machinery Installation Construction

(15) I301010 Software Design Services (16) C901020 Glass and glass made products manufacturing (17) C801100 Synthetic Resin & Plastic Manufacturing (18) C805070 Strengthened Plastic Products Manufacturing (19) C801990 Other Chemical Materials Manufacturing

(20) ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations.

(No 16 to 20 are limited to done within the Science Park)

To research, develop, design, manufacture and sell the products as follows:

  1. TFT-LCD panel

  2. LCD module 3. LTPS TFT-LCD panel and module 4. OLED panel and module 5. Touch panel and its parts 6. LED backlight source 7. Thin Film Solar Cells, module and system 8. Wafers, cells and module of Silicon Wafers Solar Cells 9. Liquid Crystal Display and its system 10.Mobile Display Module 11.Color Filter 12.Low temperature poly-silicon -Si Thin Film Transistors: LTPS TFT LCD 13.Amorphous silicon: a-Si TFT LCD and system 14. TFT liquid crystal module automatic assembly equipment 15.The import and export trade business in relation to the above-mentioned products.】

Article 3 The headquarter of the Company is located in Shinchu Science-based Park and the Company may establish branch offices within or outside the territory of the Republic of China pursuant to resolution of board of directors’ meeting and the approval of the competent authority, if necessary.

Chapter II—Shares

Article 4 The registered capital of the Company shall be one hundred and twenty billion (NT$120,000,000,000), divided into eleven billion (12,000,000,000) shares (of which five billion to be reserved for the use of employees’ share subscription warrants), and may issue special shares, with a par value of ten New Taiwan Dollars, to authorize Board of Directors at their discretion to issue separately

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ordinary shares or special shares.

Article 4-1 The rights, obligations and other main issue conditions regarding the issued registered Class A convertible special/preferred shares are as follows:

  1. The dividend rate is 3.8% per annum which shall be calculated based on the actual issue price and will be distributed in cash once a year, and after the ratification of financial statements by annual shareholders’ meeting, the board of directors will set a record date for the distribution of dividend to be entitled in last year. Dividend entitled in issuance year and buyback year shall be calculated and distributed based on the number of actual issue days.

  2. In the year that the Company has earned surplus after it makes payment of taxes, makes up losses, and set aside legal profit reserve and special reserve, the Class A shareholders of Class A convertible special shares shall have preferential right to distribution of special/preferred shares’ dividends for the remaining sum. In addition to the special/preferred shares’ dividends above, the shareholders of special/preferred shares shall not participate in the allocation of other surplus of the Company.

  3. In the years that the Company has no surplus earnings or the surplus earnings is not sufficient for distribution of all dividends to Class A special shares, undistributed and insufficient dividends of such year shall be made up preferentially based on compound interest in the following year in which the Company has surplus earnings, together with the dividends of that year. But upon the expiration of issuance period, the accumulated outstanding dividends of special/preferred shares shall be made up at a time on the expiration of issuance period.

  4. The issuance period of special/preferred shares is three years, at maturity these special/preferred shares will be redeemed in cash at a time based on issue price plus accumulated outstanding dividends. In case when the expiration date comes the Company is unable to redeem all or partial of special/preferred shares due to objective causes or force majeure, the rights attached to unredeemed special/preferred shares shall be still in accordance with issue conditions of this Issuance Rules until the Company completes all redemption, and the dividends will be calculated upon the original dividend rate during the actual extended period.

  5. The shareholders of special/preferred shares may convert their special/preferred shares into ordinary shares with the same number of shares in accordance with “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” determined by the Board of directors at the time of issue. In that current year that special/preferred shares converted, such shareholder shall not be entitled to participate in the allocation of special/preferred shares’ dividends.

  6. This special/preferred shares’ right to allocation of residual assets shall rank before that of ordinary shares, to the extent that dissolution preference shall not exceed the total issuance amount.

  7. The shareholders of special/preferred shares are not entitled to vote or to elect directors in a general meeting of shareholders; but such shareholders can be elected as director.

  8. When the Company capitalizes its capital reserve derived from cash capital increase of ordinary shares at a premium, the shareholders of special/preferred shares shall not participate in the allocation of such capitalization of capital reserve. But when the Company capitalizes it capital reserve derived from special/preferred shares issued at premium, the shareholders of special/preferred shares may allocate jointly with shareholders of ordinary shares in proportion to their respective shareholding.

  9. The board of directors is authorized to determine “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” at the time of actual issuance for governing other related matters.

Article 4-2 For the issuance of employee stock option of the Company at a price less than market price, such issuance shall be in accordance with “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and shall be adopted by a resolution of shareholders’ meeting.

If the Company transfers the buyback shares to its employees at a price less than average price of actual buyback price, such transfer shall be in accordance with related regulations and shall be adopted by a resolution of its latest shareholders’ meeting.

The Company’s bought-back treasury shares are assigned or transferred to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and methods of transfer.

The Company’s share subscription warrants are entitled to subordinate company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and issuance methods.

When the Company issues new share, the new shares are entitled to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and methods of obtaining.

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The Company’s restricted stocks are entitled to subsidiary company employees meeting specific
requirements. The Board of Directors are delegated to decide such requirements and distribution
methods.
Article 5 The total amount of investment of the Company shall not be subject to the restrictions of 40% of the
amount of its own paid-in capital under Article 13 of the Company Act.
Article 6 The Company may be exempted from printing any share certificate for the shares issued, but shall
appoint a centralized securities custody enterprise/institution to make recordation of the issue of such
shares.
Article 7 The shareholder services of the Company shall be coped with in accordance with “Regulations
Governing the Administration of Shareholder Services of Public Companies” proclaimed by the
competent authority.
Chapter III: Shareholders’ Meeting
Article 8 Shareholders' meeting of the Company shall be of the following two kinds:
1. Regular meeting of shareholders: shall be convened within six months after close of each fiscal
Year.
2. Special meeting of shareholders: to be held when necessary.
Article 9 The Chairperson of the Company shall act as the chairperson of the shareholders’ meeting. In case
the chairperson of the board of directors is on leave or absent or cannot exercise his/her power and
authority for any cause, he/she shall designate one of the directors to act on his/her behalf. In the
absence of such a designation by the Chairperson, the directors shall elect from among themselves an
acting chairperson of the board of directors.
Article 10 In case a shareholder is unable to attend shareholders’ meeting for any cause, a shareholder may
appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney
printed by the company stating therein the scope of power authorized to the proxy.
Unless as prescribed in the Company Act, the rules for the shareholder to appoint a proxy to attend
the shareholders' meeting shall be in accordance with “Regulations Governing the Use of Proxies for
Attendance at Shareholder Meetings of Public Companies”
Article 11 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be
adopted by a majority vote of the shareholders present, who represent more than one-half of the total
number of voting shares.
Chapter IV: Directors, Audit Committee and Managerial Personnel
Article 12 The Company shall have five to nine directors for a term of three years. The candidates’ nomination
system is adopted by the Company, the directors shall be elected by shareholders’ meeting from the
roster of candidates, and he/she may be eligible for re-election. The number of directors shall be
decided by the board of directors.
In the process of electing directors at a shareholders' meeting, the number of votes exercisable in
respect of one share shall be the same as the number of directors to be elected, and the total number of
votes per share may be consolidated for election of one candidate or may be split for election of two or
more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be
deemed a director elect.
Article 12-1 Pursuant to Article 14-2 of Securities and Exchange Act, among of the number of directors above, at
least three of which shall be independent directors, and not less than one-fifth of the total number of
directors. In case a candidate nomination system is adopted, the shareholders’ meeting shall elect the
directors from among the nominees listed in the roster of director candidates.
Article 13 The board of directors is organized by directors, having their duties and powers as follows:
1. To compile operating plans
2. To submit the surplus earning distribution or loss off-setting proposals
3. To submit capital increase or decrease proposal
4. To compile the important by-laws and organization rules of the Company
5. The appointment or discharge of general manager
6. To approve the execution of the important contracts
7. To check and ratify the purchase and disposal of the important assets of the Company
8. To establish or dissolve branches
9. To compile the budget and final accounting
10. Other authorities under the Company Act or resolutions of shareholders’ meeting.
The Company may purchase liability insurance for its directors within the term and the for the
compensation liability incurred from and within he/her business scope.
Article 13-1 The remuneration of directors shall be determined by the board of directors according to their
participation level and contribution value, and shall compare standard of the same industry. However, in
no event shall the total payment per month exceed NT$ 500,000.
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Article 13-2
In calling a meeting of the board of directors, a notice shall be given to each director no later than 7
days prior to the scheduled meeting date in writing, by way of electronic methods or facsimile.
In the case of emergency, the meeting may be convened at any time.
Article 14 The board of directors shall elect a chairperson from among the directors by a majority vote at a
meeting attended by over two-thirds of the directors. The chairperson represents the Company
externally.
Article 14-1
The board of directors may institute a position of vice-chairperson who shall be elected from among
the directors by a majority vote at a meeting attended by over two-thirds of the directors.
Article 15 A meeting of board of directors shall, unless otherwise provided for in the Company Act, be
convened by the chairperson of the board of directors. Unless otherwise provided for in the Company
Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting
attended by a majority of the directors.
Article 16 The chairperson shall preside the meeting of the board of directors; in case the chairperson of the
board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the
chairperson of the board of directors shall designate one of the directors to act on his/her behalf. In the
absence of such a designation by the chairperson, the directors shall elect from among themselves an
acting chairperson of the board of directors. Each director shall attend the meeting of the board of
directors in person, in case a director is unable to attend the meeting of the board of directors for any
cause, he/she may appoints another director to attend a meeting of the board of directors in his/her
behalf. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph
of one other director only.
A meeting of the board of directors can be held via visual communication network, and then the
directors taking part in such a visual communication meeting shall be deemed to have attended the
meeting in person.
Article 17 The Company establishes audit committee according to Article 14-4 of the Securities and Exchange
Act and to shall be composed of the entire number of independent directors.
The duty and power of the audit committee and other rules to be followed shall abide by relevant
regulations or rules of the company.
Article 18 The Company may have managerial personnel, the appointment and discharge and the
remuneration of the managerial personnel shall be decided in accordance with the provisions of the
Company Act.
Chapter V: Accounting
Article 19 The fiscal year of the Company shall be from January 1 to December 31 every year. At the close of
each fiscal year, the Company shall deal with final accounts.
Article 20 At the close of each fiscal year, the board of directors of the Company shall prepare the following
statements and records and forward to general meeting of shareholders according to legal procedure for
ratification:
1. The operating report
2. The financial statements; and
3. The surplus earning distribution or loss off-setting proposals.
Article 21 The distribution of employees' compensation shall not be lower than 5% of and the directors’
compensation shall not be higher than 0.1% of the current year pre-tax income before deducting the
distributable employees’ and directors’ compensation of the Company. However, the Company's
accumulated losses shall have been covered.
The company shall, by a resolution adopted by a majority vote at a meeting of board of directors
attended by two-thirds of the total number of directors, have the profit distributable as employees'
compensation distributed in the form of shares or in cash and have the profit distributable as director’s
compensation in the form of cash; and in addition thereto a report of such distribution shall be
submitted to the shareholders' meeting.
The target to be distributed employees’ compensation in the form of shares or cash may include
employees of subsidiary companies who conform to certain criteria. Relevant regulations shall be
authorized to be prescribed by the board of directors.
Article 21-1
The annual net profits of final accounts of the Company shall make up for loss first, shall secondly
appropriate 10% of profit as legal reserve (however, if legal reserve reaches the total capital amount
shall not apply), to make an appropriation of another sum as special reserve or make an reversal of
special reserve in accordance with laws and regulation, to distribute dividend for special/preferred
shares, and to add into the profit not yet distributed before, the allocation proposal shall be prepared by
the board of directors and be submitted to and resolved by the shareholders’ meeting.
The Company shall set aside to special reserve, from prior period’s undistributed earnings, an
amount equal to net dedeuctions from other equity. If the amount is not sufficient, the Company should
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further set aside from the current period’s net profits plus other items to be included in the current period’s undistributed earnings.

Depending on the Company’s long-term financial planning, investment environment, industry competition, capital expenditure budget, funding requirements and protection of shareholders’ equity, dividends should be paid at paid at a rate of no less than 20% of the current year’s distributable earnings; however, if the distributable earnings are less than 2% of the paid-in capital, the Company may resolve to transfer the entire amount to retained earnings without distribution. For earnings distribution, cash dividends are preferred but it may also be in form the stock dividends, with no less than 50% of earnings to be distributed with cash dividends.

The aforementioned dividend distribution percentage may be adjusted based on financial business and operating factors. Article 22 The allocation of shareholders’ dividends shall be given to shareholders whose name are registered in shareholders’ roster within 5 days prior to the record date fixed for distribution of dividends and bonus.

Chapter VI: Supplementary Provisions

Article 23 Under the business requirement, the Company may handle external guaranty affairs in accordance with Procedures for Endorsements and Guarantees of the Company. Article 24 The organization rules of the Company and procedure guidelines of business operation shall be made separately. Article 25 In regard to all matters not provided for in this Articles of Incorporation, the Company Act shall govern. Article 26 This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003, the second amendment was made on May 19, 2004, the third amendment was made on December 10, 2004, the fourth amendment was made on June 28, 2005, and the fifth amendment was made June 16, 2006. The sixth amendment was made on June 13, 2007. The seventh amendment was made on June 13, 2008. The eighth amendment was made on June 19, 2009. The ninth amendment was made on January 6, 2010. The tenth amendment was made on June 29, 2010. The eleventh amendment was made on June 28, 2011. The twelfth amendment was made on June 29, 2012. The thirteenth amendment was made on November 14, 2012. The fourteen amendment was made on June 19, 2014. The fifteenth amendment is on June 8, 2015. The sixteenth amendment is on June 24, 2016. The seventeenth amendment is on June 20, 2017. The eighteenth amendment is on June 20, 2018. The nineteenth amendment is on June 20, 2019. The 20th amendment was made on July 1, 2021.

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Appendix 3

InnoLux Corporation Election Rules of Directors

Article 1 The election of directors of the Company, unless otherwise provided by the laws or in the Articles
of Incorporations, shall in all cases be in conducted in accordance with these Rules.
Article 2 The election of directors shall adopt a single disclosed cumulative voting method, in the process of
electing directors, each share represents a weighted number of voting rights equivalent to the number of
directors to be elected; such voting rights may be exercised to collectively elect a single candidate or
may be distributed among several candidates. The registration of electors’ name may be substituted for
the number of attendance card printed on votes.
Article 3 Upon the beginning of the election, the chairperons shall appoint a number of persons to perform
the respective duties of vote monitoring and counting personnel.
Article 4 The number of directors of the Company shall be in accordance with the number of available seats
prescribed in the Articles of Incorporation of the Company. Those candidates with the greatest numbers
of ballots representing voting rights shall be elected as directors in order of number of ballots received.
In case two or more persons have received the same number of voting right, and the number of persons
would exceed the prescribed number of available seats, the persons with the same number of voting
rights shall draw lots to decide election; the Chairman shall draw lots on behalf of any selected person
who are not present.
Article 5 The directors’ election of the Company shall conduct according to the candidates’ nomination
system and procedure pursuant to Article 192-1 of the Company Act.
Article 6 Non-independent and independent directors shall be elected at the same time, but in separately
calculated numbers of independent director, non-independent director and candidate to whom the
ballots cast represent a prevailing number of votes shall be in respectively elected in order.
Article 7 The board of directors shall prepare and distribute separate ballots according
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to the attendance card number; one person shall have one vote, the ballots shall be distributed in
numbers corresponding to person to be elected. The number of voting rights of each shareholder shall
be specified on each ballot.
Article 8 Voters may choose from the "candidate" lists compiled by the Company and make the choice in the
"Candidate" column of each ballot.
Article 9 A ballot is invalid under any of the following circumstances:
(1) The ballot was not prepared according to the rules under Article 7.
(2) A ballot is not placed in the ballot box.
(3) A blank ballot not filled in by the voter.
(4) The candidate was filled in for more than two people.
(5) The writing is unclear and indecipherable.
(6) In addition to those on the "candidates" lists compiled by the Company, other words are
included.
Article 10 The voting rights shall be calculated on site immediately after the end of the poll, and the results of
the calculation shall be announced by the chairperons on the site.
Article 11 Each director-elect will be awarded respectively election notice by Board of Directors.
Article 12 These Rules and any amendments hereto shall be implemented after approval by a shareholders
meeting.
Article 13 These Rules was made on May 19, 2004. The first amendment was made on June 13, 2007. The
second amendment was made on June 29, 2012. The third amendment was made on June 8, 2015. The
fourth amendment wad made on June 24, 2016. The 5th amendment was made on July 1, 2021.
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Appendix 4

InnoLux Corporation Shareholding Table of All Directors

1. Details of the minimum shareholding requirements of all directors:

The minimum shareholding requirements of all directors, and shareholdings recorded on shareholdersregister by April 26, 2022.

Unit: Per share

Unit: Per share
Title Requisite Number of
Shares to Held
Number of Shares Recorded
in the Shareholders’ Register

Shareholding Ratio
Director 160,000,000 177,595,971 1.68

2. Shareholding of All Directors:

Record date: April 26, 2022

Unit: Per share

Unit: Per share
Title Name Number of Shares Registered
in the Shareholders’ Register

Shareholding
Ratio
Chairman Hung, Jin-Yang 1,116,752 0.01
Director Wang, Jyh-Chau 168,000 -
Director Hyield Venture Capital Co., Ltd.
Representative:
Yang, Chu-Hsiang
176,311,219 1.67
Director Hyield Venture Capital Co., Ltd.
Representative:
Ting, Chin-Lung
176,311,219 1.67
Independent
Director
Hsieh, Chi-Chia
Independent
Director
Wang, Zhen-Wei
Independent
Director
Stanley Yuk-Lun Yim
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