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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2013

Meeting Agenda

Date: June 19, 2013 at 9:00 a.m. Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)

Lite-On Technology Corporation

Meeting Procedure for the Annual General Meeting of Shareholders for 2013

I. Chairperson Calls Meeting to Order
II. Opening Remarks by the Chairperson
III. Reports on Company Affairs
IV. Proposals, Election and Discussions
V. Provisional Motions

VI. Adjournment

Lite-On Technology Corporation

Agenda of the Annual General Meeting of Shareholders for 2013

I. Chairperson Calls the Meeting to Order (and reports equity shares in attendance)

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

i. 2012 Business Report
ii. Audit Committee’s Review Report on 2012 Financial Statements
iii. Report the distributable earnings impact and special reserve appropriation of IFRS adoption
iv. Report the revision of “Regulations Governing Procedure for Board of Directors Meetings”
IV. Proposals, Election and Discussions
i. Adoption of 2012 Financial Statements
ii. Adoption of the Proposal for Appropriation of 2012 Earnings
iii. Proposal for dividends and employee bonuses payable in newly-issued shares of common stock for 2012
iv. Amendment to “Articles of Incorporation”
v. Amendment to “Regulations Governing Election of Directors”
vi. Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”
vii. Amendment to “Rules of Procedure for Shareholders Meetings”
viii. Election of the Board of Directors of the 9[ th] Term.
ix. Discussion of release of directors from non-competition restrictions
V. Provisional Motions
VI. Adjournment
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III. Reports on Company Affairs

i. 2012 Business Report
Explanation: Please refer to attachment 1 - 2012 Business Report of the Company.
ii. Audit Committee’s Review Report on the 2012 Financial Statements Explanation:
1. 2012 Financial Statements of the Company have been duly audited by Certified Public Accountant Ke, Jason and Certified Public Accountant Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan. The aforementioned financial statements, business report, and proposals for Earnings appropriation have been duly reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.
2. For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to Attachment 2 & Attachment 3.
3. For the Review Report provided by the Audit Committee, please refer to Attachment 4.
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iii. Report the distributable earnings impact and special reserve appropriation of IFRS adoption

Explanation:

The figures were prepared in accordance with Financial-Supervisory-Securities No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012, explanation no.3.
Distributable earnings increased TWD662,992K as of Jan 1 2012 (conversion date) and decreased TWD262,279K for year 2012 (comparative period) as a result of IFRS adoption.
The requirement for IFRS first-time adopter of appropriating special reserve on the opening balance of retained earnings reclassified from unrealized revaluation increments and cumulative FX translation adjustment under IFRSs No. 1 is not applicable to the Company.
iv. Report the revision of “Regulations Governing Procedure for Board of Directors Meetings”

Explanation:

In order to comply with revised regulations from competent authorities and to satisfy the Company’s needs, the “Regulations Governing Procedure for Board of Directors Meetings” of the Company is amended. The amended regulations were put into enforcement with the approval from the board of directors meeting convened on October 24, 2012.
Please refer to Attachment 5 for a comparison of the contents before and after amendment.
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IV. Proposals, Election and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2012 Financial Statements. Explanation:
2012 financial statements have been audited by Certified Public Accountant Ke, Jason and Certified Public Accountant Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on March 29, 2013.
The aforementioned financial statements and business report were reviewed by the Audit Committee.
For the business report for Year 2012, please refer to Attachment 1.
For the financial statements for Year 2012, please refer to Attachments 2 & 3.
Please proceed to adopt.

Resolution:

Proposed by the Board of Directors

ii. Proposal: Adoption of the Proposal for Appropriation of 2012 Earnings Explanation:
The proposal for Lite-on Technology’s (the Company) 2012 appropriation of earnings was already resolved in the Board of Directors meeting convened on March 29, 2013.
In Fiscal Year 2012, the Company made a net profit of NT$7,534,859,630. Adding unallocated retained earnings of the previous year and setting aside 10% of net profit as legal reserve of NT$753,485,963 and special reserve of NT$689,913,214, total distributable earnings for the year amounted to NT$11,810,499,691.
Please refer to Attachment 6 for earnings appropriation.
In the event of repurchase of the Company’s shares, transfer, conversion or annulment of treasury stocks, and exercise of employees’ stock options, leading to a change in the number of outstanding shares and a consequent change in stock dividends and dividend yield, it is proposed that the Board of Directors be authorized to duly adjust stocks and cash payout rates.
For distribution of cash dividends, after resolution in this
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shareholders’ meeting, it is proposed that the Board of Directors be authorized to determine the ex-dividend date and to put it into promulgation as required by law.

Please proceed to adopt.

Resolution

Proposed by the Board of Directors

iii. Proposal: Dividends and employee bonuses payable in newly-issued shares of common stock for 2012

Explanation:

In an effort to strengthen capital structure, the Board of Directors proposed dividends and employee bonuses payable in newly-issued shares of common stock. Details are as follows:
Sources of funds：
1) It is proposed that 11,489,926 new shares with face value of NT$114,899,260 be issued to be paid to shareholders as dividends.
2) Employee stock bonuses, which amounts to NT$171,009,376, will also be paid out in newly-issued stock. The number of shares issued shall be calculated based on the closing price on the day preceding the shareholders’ meeting, with the impact of ex-right and ex-dividend taken into account. Any fractional share less than one full share of the stock bonuses shall be paid in cash.
Terms of issuance:
1) With respect to 11,489,926 new shares issued for stock dividends, payout will be based on the shareholding of all shareholders as of the ex-right date as shown through the Register of Shareholders. 5 shares will be distributed for every one thousand shares.
2) After the proposal of share issuance is resolved by the shareholders’ meeting and approved by the competent authority, the ex-right date will be determined. Payout shall be made to existing shareholders pro rata based on the shareholdings of shareholders as of the ex-right date as shown through the Register. For any fractional share less than one full share, shareholders may elect to consolidate fractional shares into whole shares and register with the Company’s Stock Affairs Department within five days starting from the ex-right date. In the event that a shareholder fails to complete such action within the specified time frame and for the fractional share less than one whole share after consolidation, such fractional shares shall be paid in cash (rounded off to the nearest whole number of New Taiwan Dollars and any fraction less than one New Taiwan Dollar shall be unconditionally discarded). The fractional shares shall be subscribed at par value, to individuals assigned by the Chairperson.
3) In the event of repurchase of the Company’s shares, transfer, conversion, and annulment of treasury stocks, and exercise of
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employees’ stock options leading to a change in the number of outstanding shares and a consequent change in stock dividends and dividend yield, it is proposed that the Board of Directors be authorized to duly adjust stocks and cash payout rates.

4) New shares shall bear the same rights and obligations as existing shares. After the competent authority approves the issuance, the Board of Directors will determine a record date for distribution.
Please proceed to resolve.

Resolution

Proposed by the Board of Directors

iv. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.

Explanation:

In order to comply with revised regulations from competent authorities and to satisfy the Company’s needs, an amendment to “The Articles of Incorporation” is proposed.
Please refer to Attachment 7 for a comparison of the contents before and after amendment.
Please refer to Appendix 2 for the full contents before amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

v. Proposal: Amendment to “Regulations Governing Election of Directors”, please discuss and resolve.
Explanation:
In order to comply with the revised regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Regulations Governing Election of Directors” of the Company is proposed.
Please refer to Attachment 8 for a comparison of the contents before and after amendment.
Please refer to Appendix 3 for the full contents before amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

vi. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, please discuss and resolve.
Explanation:
In order to comply with the revised regulations of related authorities and to satisfy the operation’s needs, an amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” of the Company is proposed.
Please refer to Attachment 9 for a comparison of the contents before and after amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

vii. Proposal: Amendment to “Rules of Procedure for Shareholders Meetings”, please discuss and resolve.

Explanation:

In order to comply with the revised regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Rules of Procedure for Shareholders Meetings” of the Company is proposed.
Please refer to Attachment 10 for a comparison of the contents before and after amendment.
Please refer to Appendix 1 for the full contents before amendment.
Please discuss and resolve.

Resolution:

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Proposed by the Board of Directors

viii. Election of the Board of Directors of the 9[ th] Term. Explanation:

Please duly elect eleven directors of the 9[ th] term (including three independent directors). For “Regulations Governing Election of Directors”, please refer to Appendix 3.
For candidates of independent directors of the 9[ th] term, please refer to Appendix 4.
The directors of the 9[ th] term will serve a three-year term starting from June 19, 2013 to June 18, 2016.

Election result：

Proposed by the Board of Directors

ix. Discussion of release of directors from non-competition restrictions. Explanation:

Article 209, Company Act states: if a Director’s act on his/her or others’ behalf falls within the scope of the Company's business, the Director shall illustrate to the shareholders the gist of such act, and obtain the shareholders’ approval.”
In view of the diversification needs of the Company’s and that directors (including independent directors) might act in their own interests on matters within the Company’s business scopes, it is proposed to release the non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests.
Please discuss and resolve.

Resolution:

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V. Provisional Motions

VI. Adjournment

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Attachment 1

Letter to Shareholders

Ladies and Gentlemen,

Looking back at 2012, we have witnessed great instability in the global socio-economic environment and a huge decline in market demand due to the debt crisis in Europe and the United States which subsequently slowed down the economic growth in Asia. Against all odds, Lite-On managed to continue its stellar operating performance achieving global consolidated revenue of NT$216.05 billion with a net operating profit of NT$10.89 billion (NT$7.53 billion after tax). This represents a 4% growth from last year. The annual earnings per share (EPS) reached NT$3.33, the equivalent of a 3% growth. At the same time, Lite-On has held firm onto its No.1 position on the Top 1,000 Taiwanese Manufacturers list in CommonWealth Magazine for the fourth consecutive year, a clear indication of Lite-On’s core competitiveness and our leading position in the global market.

� Operating Performance

Global demand for personal computers (PC) slowed down in 2012 leading to Lite-On’s rapid shift in its product portfolio strategy towards cloud-computing products including high-end servers, data centers, networking and mobile devices. With the steady increase in demand in the global market, we have not only achieved outstanding results in overall revenue but also saw steady increases in net profit and operating growth.

Among all core business groups, apart from the Power Supply business group that has shown continuous growth in power supplies for servers, data centers and networking, the steady growth in smart-phone and tablet PC markets also brought about the increase in demand for high-end camera modules and the expansion of the market share in the keyboard business. This growth momentum contributed to the 30% plus annual revenue growth of camera modules in the Opto-electronics business group and the 20% annual growth in the HIS (Human Input Solutions-PC keyboards and peripherals) business unit of the Mechanical Competence business group, both striking record highs in the company’s history. In terms of LEDs, we have fully recovered from the adverse impact on production caused by the floods in Thailand in Q2 of last year and the LED lighting units’ annual revenue tripled thanks to the increase in market demand, efficient production and expansion of globally branded customers’ orders. Leotek, Lite-On’s subsidiary, also became one of the top 3 LED street light providers in Taiwan by winning the contract for the government’s extensive energy-saving project--a total of 42,000 existing mercury lights across Taipei, New Taipei City, Tainan and Taitung City will

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be replaced by Leotek’s LED lights. Meanwhile, in view of the growing trend in mobile device use across the globe, Lite-On Mobile will continue to adjust itself and focus on account management, shipment of core units and creation of a profitable product portfolio for operational improvement and profit growth in 2013.

� Honors and Recognitions

In addition to the concrete results in operations, Lite-On not only kept its No.1 position on CommonWealth Magazine’s list of Top 1000 Manufacturers for the fourth consecutive year but was also recognized as the runner-up for CommonWealth Magazine’s Benchmark Enterprise Award.

Lite-On has always been devoted to corporate social responsibility. This year, praises and recognitions from all sectors continued to pour in. For the second year in a row, Lite-On was selected as a leading member of the Dow Jones Sustainability Index (DJSI) in the Electronic Component and Equipment (ELQ) sector. In the financial media, we were honored by being listed on the “Excellence in Corporate Social Responsibility” list by CommonWealth Magazine for the sixth consecutive year as well as awarded first prize for the Global Views Magazine’s Overall Performance in Corporate Social Responsibility and Paragon Prize for Education sector. To strengthen our communication channels with all employees, shareholders and stakeholders and to further reinforce information disclosure transparency, Lite-On Technology's CSR report has been certified as GRIG3.1 Application Level A+ and AA 1000 Type 1 Moderate Assurance Level by SGS Taiwan, an impartial third party. Furthermore, we received once again the Taiwan Corporate Sustainability Report (CSR) Award conferred by the Taiwan Institute for Sustainable Energy (TISE). Every recognition has highlighted Lite-On’s determination and results in keeping corporate governance transparent and fulfilling its corporate social responsibility while improving operating performance and growth.

As a leading manufacturer of optoelectronics, Lite-On strives to increase its R&D capabilities and industrial design competency. Lite-On’s R&D expenses has risen by 12% over the last year, further strengthening its leading position and core competencies in the areas of advanced power solutions, optoelectronics and institutional products. Lite-On’s industrial design performance also obtained 2[nd] place in the 2012 Red Dot Awards, the highest honor received by a Taiwanese company.

� Development and Outlook

Global financial conditions and overall economic growth are still areas filled with uncertainty in the year 2013. Lite-On will remain cautious yet optimistic in the face of all the challenges ahead. In the past few years, Lite-On has

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established Eastern and Southern operation centers in Changzhou and Guangzhou to improve operational efficiency by centralizing bases of operation and focusing on effective management of global supply chain resources. The results have been clear. With the increase of production by high-end facilities and efficient operations as well as the addition of automated manufacturing, our overall core competitiveness has certainly improved.

By foreseeing global industry trends, Lite-On has become a forerunner in cloud-computing applications such as high-end servers, IT infrastructure, smart phones, tablet personal computers, etc. With concrete results as a foundation, Lite-On will continue to strive for product portfolio optimization and product differentiation in the year 2013. We hope that our strategies will increase profit and guide us towards steady growth.

As Taiwan’s 1[st] LED manufacturer, Lite-On firmly believes that LED lighting products that can save energy and reduce carbon dioxide will continue to grow strongly in the long term. With our outstanding manufacturing technology and service, Lite-On has already become a major supplier of many renowned LED lighting providers. With orders from our international clients, we expect a fruitful 2013 for our LED lighting components.

In terms of long-term corporate developmental strategies, Lite-On has completed the acquisition of Liteon-IT in March of 2013 to keep up with the industry’s developmental trends and to integrate resources so as to continue enhancing operating performance and core competence. Through organizational integration, Lite-On will become a 100% share-holding parent company of Liteon-IT. After consolidation, Lite-On will further strengthen its leading position as the world’s largest Optical disk drive (ODD) manufacturer through sharing R&D and product manufacturing technology. In addition, Lite-On’s and Liteon-IT’s customers will be able to enjoy a comprehensive product line, key components and the most timely services. In this manner, global customers’ needs for supply chain consolidation can be satisfied. The adoption of solid state drives (SSD) by industries focusing on cloud-computing, mobile devices, car electronics and healthcare equipment will serve as a new wave of energy for growth that will benefit from consolidated cross-marketing. This will not only contribute to the company’s overall operational performance, profitability and corporate value but also will be a positive driving force for Lite-On’s corporate governance, its shareholders’ rights and its EPS.

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Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Lite-On Technology Corporation

We have audited the accompanying balance sheets of Lite-On Technology Corporation as of December 31, 2012 and 2011, and the related statements of income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits. However, as disclosed in Note 9 to the financial statements, we did not audit the financial statements of some equity-method investees as of and for the years ended December 31, 2012 and 2011. The carrying values of these investments included in the accompanying balance sheets were 2.21% (NT$2,461,820 thousand) and 2.07% (NT$2,344,663 thousand) of the Corporation’s total assets as of December 31, 2012 and 2011, respectively. Also, the equity amounting to NT$92,500 thousand and NT$57,475 thousand in the investees’ net earnings were 1.22% and 0.76%, respectively, of the Corporation’s income before income tax in 2012 and 2011, respectively. The financial statements of the foregoing investees were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts pertaining to these investments, is based solely on the reports of the other auditors.

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

In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Lite-On Technology Corporation as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with Guidelines Governing the Preparation of Financial Reports by Securities Issuers, requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards, and accounting principles generally accepted in the Republic of China.

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We have also audited the consolidated financial statements of Lite-On Technology Corporation and subsidiaries as of and for the years ended December 31, 2012 and 2011 and have issued a modified unqualified opinion thereon in our report dated March 29, 2013.

March 29, 2013

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdiction. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

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Attachment 2-1

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS CURRENT ASSETS Cash (Note 4) Accounts receivable, net (Notes 2 and 5) Accounts receivable from related parties (Notes 2 and 22) Other receivables from related parties (Notes 2 and 22) Other financial assets - current Inventories, net (Notes 2 and 6) Prepayments Deferred income tax assets - current (Notes 2 and 19) Total current assets LONG-TERM INVESTMENTS (Notes 2, 7, 8, 9 and 27) Available-for-sale financial assets - noncurrent Financial assets carried at cost Investments accounted for by the equity method Total long-term investments PROPERTIES (Notes 2 and 10) Cost Land Buildings Machinery and equipment Molding equipment Transportation equipment Office equipment Leased assets Miscellaneous equipment Total cost Less: Accumulated depreciation Accumulated impairment Add: Prepayments for equipment Properties, net INTANGIBLE ASSETS (Notes 2 and 11) Patents, net Goodwill, net Other intangible assets Total intangible assets OTHER ASSETS Refundable deposits Deferred charges, net (Note 2) Others (Notes 2 and 16) Total other assets		2012 Amount % $ 10,324,378 9 14,980,406 14 3,241,115 3 309,504 1 160,143 - 2,214,716 2 270,930 - 295,529 - 31,796,721 29 584,637 1 75,443 - 73,059,529 65 73,719,609 66 2,280,117 2 3,674,272 3 1,067,375 1 386,930 1 1,137 - 497,190 1 5,515 - 1,387,599 1 9,300,135 9 4,106,332 4 15,029 - 5,178,774 5 13,633 - 5,192,407 5 10,175 - 544,918 - 10,239 - 565,332 - 84,129 - 149,459 - 29,057 - 262,645 -		2011 Amount % $ 9,750,349 9 13,894,932 12 5,121,231 5 853,564 1 180,982 - 4,474,796 4 202,556 - 306,618 - 34,785,028 31 1,720,240 2 535,630 - 70,169,806 62 72,425,676 64 2,280,117 2 3,674,272 3 1,481,551 1 388,170 - 1,137 - 480,810 1 5,515 - 1,532,392 2 9,843,964 9 4,455,576 4 15,029 - 5,373,359 5 9,105 - 5,382,464 5 14,698 - 544,918 - 51,193 - 610,809 - 86,371 - 175,175 - 19,834 - 281,380 -

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Short-term loans (Note 13) Notes payable Accounts payable Accounts payable to related parties (Note 22) Income tax payable (Notes 2 and 19) Accrued expenses Other payable to related parties (Note 22) Advance receipts Current portion of long-term bank loans (Note 14) Obligations under capital leases - current (Note 15) Product warranty reserve (Note 2) Other current liabilities Total current liabilities LONG-TERM LIABILITIES Long-term bank loans, net of current portion (Note 14) Derivative financial liability for hedging - noncurrent (Notes 2 and 27) Obligations under capital leases - noncurrent (Note 15) Total long-term liabilities RESERVE FOR LAND VALUE INCREMENT TAX (Note 2) OTHER LIABILITIES Guarantee deposits received Deferred income tax liabilities - noncurrent (Notes 2 and 19) Deferred credits - gain on intercompany transactions (Note 2) Total other liabilities Total liabilities SHAREHOLDERS’ EQUITY Capital stock - NT$10.00 par value Authorized 3,500,000 thousand shares; issued and outstanding 2,295,315 thousand shares in 2012 and 2,309,980 thousand shares in 2011 Advance receipts for common stock Total capital stock Capital surplus Additional paid-in capital from insurance in excess of par value Bond conversion Treasury stock transactions Long-term stock investments Merger Employee stock options Total capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other items of shareholders’ equity Cumulative translation adjustments Net loss not recognized as pension cost Unrealized valuation loss on financial instruments Unrealized loss on cash flow hedging Treasury stock - 27,979 thousand shares in 2012 and 58,405 thousand shares in 2011 Total other items of shareholders’ equity Total shareholders’ equity TOTAL		2012 Amount % $ 2,787,840 2 500 - 1,457,394 1 15,591,993 14 409,454 - 2,912,628 3 449,867 - 562,187 1 3,125,000 3 453 - 175,712 - 721,094 1 28,194,122 25 12,575,000 11 101,563 - - - 12,676,563 11 230,216 - 16,531 - 273,208 - 366,048 1 655,787 1 41,756,688 37 22,953,154 21 6,840 - 22,959,994 21 8,551,730 8 7,540,388 7 370,703 - 915,676 1 10,120,217 9 6,112 - 27,504,826 25 7,847,905 7 13,253,899 12 21,101,804 19 126,009 - (29,536 ) - (677,435 ) (1 ) (101,563 ) - (1,104,073) (1) (1,786,598) (2) 69,780,026 63 $ 111,536,714 100		2011
				Amount % $ 1,050,000 1 1,962 - 6,656,629 6 14,560,064 13 441,682 - 2,789,675 2 663,986 1 560,101 1 - - 504 - 181,346 - 946,473 1 27,852,422 25 15,700,000 14 165,225 - 322 - 15,865,547 14 230,216 - 18,101 - 358,451 - 233,398 - 609,950 - 44,558,135 39 23,099,801 20 - - 23,099,801 20 8,533,185 8 7,641,499 7 416,974 - 907,070 1 10,255,921 9 4,602 - 27,759,251 25 7,125,313 6 11,729,938 11 18,855,251 17 1,625,560 1 (17,182 ) - (372,591 ) - (165,225 ) - (1,857,643) (2) (787,081) (1) 68,927,222 61 $ 113,485,357 100

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

(With Deloitte & Touche audit report dated March 29, 2013)

$ 111,536,714 100 $ 113,485,357 100

TOTAL

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Attachment 2-2

LITE-ON TECHNOLOGY CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES Sales (Notes 2 and 22) Less: Sales returns Sales allowances Net sales OPERATING COSTS(Notes 6, 20 and 22) UNREALIZED INTERCOMPANY GAINS (Note 2) REALIZED INTERCOMPANY GAINS (Note 2) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20 and 22) Selling and marketing General and administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND GAINS Interest income Investment income recognized under the equity method, net (Notes 2 and 9) Dividend income Gain on disposal of properties Gain on disposal of investments, net Other income (Note 22) Total nonoperating income and gains NONOPERATING EXPENSES AND LOSSES Interest expense (Notes 2 and 27) Loss on disposal of properties Foreign exchange loss, net (Note 2) Impairment loss (Notes 2, 7, 8 and 12) Other expenses (Note 20) Total nonoperating expenses and losses		2012 Amount % $ 78,151,418 102 313,787 - 1,093,294 2 76,744,337 100 69,655,336 91 - - 89,525 - 7,178,526 9 1,415,782 2 2,489,921 3 1,520,360 2 5,426,063 7 1,752,463 2 83,130 - 5,551,497 7 21,459 - 16,848 - 442,276 1 948,584 1 7,063,794 9 337,129 - 242 - 11,068 - 652,857 1 225,930 - 1,227,226 1		2011
				Amount % $ 95,781,443 101 562,429 - 617,095 1 94,601,919 100 87,712,980 93 288 - - - 6,888,651 7 1,731,425 2 2,278,928 2 1,422,138 2 5,432,491 6 1,456,160 1 52,069 - 5,508,630 6 135,113 - 4,443 - 309,135 1 990,812 1 7,000,202 8 291,441 - 219 - 50,191 - 278,888 - 300,450 1 921,189 1

(Continued)

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LITE-ON TECHNOLOGY CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INCOME BEFORE INCOME TAX INCOME TAX (Notes 2 and 19) NET INCOME EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 21) Basic Diluted		2012 Amount % $ 7,589,031 10 54,171 - $ 7,534,860 10 2012 Pretax After-tax $ 3.35 $ 3.33 $ 3.30 $ 3.28		2011
				Amount % $ 7,535,173 8 309,248 - $ 7,225,925 8 2011
				Pretax After-tax $ 3.34 $ 3.21 $ 3.28 $ 3.15

Pro forma information on the assumption that shares of Lite-On Technology Corp. held by its direct and indirect subsidiaries were not treated as treasury stock:

NET INCOME EARNINGS PER SHARE (NEW TAIWAN DOLLARS) Basic Diluted			2012 Pretax After-tax 7,644,884 $ 7,590,713 $ 3.33 $ 3.31 $ 3.29 $ 3.26	2012 Pretax After-tax 7,644,884 $ 7,590,713 $ 3.33 $ 3.31 $ 3.29 $ 3.26			2011	2011
		$	Pretax 7,644,884 $ 3.33 $ 3.29			$	Pretax 7,605,456 $ 3.33 $ 3.27	After-tax $ 7,296,208 $ 3.20 $ 3.14

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

(With Deloitte & Touche audit report dated March 29, 2013)

(Concluded)

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Attachment 2-3

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars; Except Cash Dividends Per Share)

BALANCE, JANUARY 1, 2011 Appropriation of prior year’s earnings Legal reserve Cash dividends - 28.7% Stock dividends - 0.5% Bonus to employees - stock Cash dividends received by subsidiaries Adjustment arising from changes in equity in investments due to subsidiaries’ distribution of bonus to employees Adjustment arising from changes in unrealized loss on subsidiaries' financial assets Adjustment arising from changes in capital surplus from long-term equity investments Unrealized loss on cash flow hedging Net income in 2011 Unrealized valuation loss on available-for-sale financial assets Change in translation adjustments Change in net loss not recognized as pension cost BALANCE, DECEMBER 31, 2011 Appropriation of prior year’s earnings Legal reserve Cash dividends - 22.7% Stock dividends - 0.5% Retirement of treasury stock Issuance of stock on the exercise of employee stock options Bonus to employees - stock Cash dividends received by subsidiaries Adjustment arising from changes in equity in investments due to subsidiaries’ distribution of bonus to employees Adjustment arising from changes in unrealized loss on subsidiaries' financial assets Adjustment arising from changes in capital surplus from long-term equity investments Unrealized gain on cash flow hedging Net income in 2012 Change in net loss not recognized as pension cost Unrealized valuation loss on available-for sale financial assets Change in translation adjustments BALANCE, DECEMBER 31, 2012		Issued and Outstanding Capital Stock (Note 17) Shares (Thousands) Amount 2,284,794 $ 22,847,940 - - - - 11,271 112,711 13,915 139,150 - - - - - - - - - - - - - - - - - - 2,309,980 23,099,801 - - - 11,397 113,972 (30,565 ) (305,650 ) 82 816 4,421 44,215 - - - - - - - - - - - - - - - - - - 2,295,315 $ 22,953,154	Share Subscriptions Received in Advance $ - - - - - - - - - - - - - - - - - - - 6,840 - - - - - - - - - - $ 6,840			Capital Surplus (Notes 2an	Capital Surplus (Notes 2an	d 17)			Retained Earnings (Notes 2a	nd 17) Total $ 18,211,674 - (6,469,637 ) (112,711 ) - - - - - - 7,225,925 - - - 18,855,251 - (5,174,335 ) (113,972 ) - - - - - - - - 7,534,860 - - - $ 21,101,804	Cumulative Translation Adjustments (Note 2) $ 489,217 - - - - - - - - - - - 1,136,343 - 1,625,560 - - - - - - - - - - - - - - (1,499,551) $ 126,009	Unrealized Valuation Gain Net Loss not (Loss) on Recognized as Financial Pension Cost Instrument (Note 2) (Notes 2 and 17) $ (22,338 ) $ 1,429,993 - - - - - - - - - - - - - (666,937 ) - - - - - - - (1,135,647 ) - - 5,156 - (17,182 ) (372,591 ) - - - - - - - - - - - - - - - - - (280,660 ) - - - - - - (12,354 ) - - (24,184 ) - - $ (29,536) $ (677,435)	Unrealized Loss on Cash Flows Hedging Treasury Stock (Note 2) (Notes 2 and 18) $ (159,166 ) $ (1,857,643 ) - - - - - - - - - - - - - - - - (6,059 ) - - - - - - - - - (165,225 ) (1,857,643 ) - - - - - - - 753,570 - - - - - - - - - - - - 63,662 - - - - - - - - - $ (101,563) $ (1,104,073)	Total Shareholders' Equity $ 68,346,563 - (6,469,637 ) - 471,855 70,283 (2,152 ) (666,937 ) (48,471 ) (6,059 ) 7,225,925 (1,135,647 ) 1,136,343 5,156 68,927,222 - (5,174,335 ) - - 27,245 156,080 55,853 1,828 (280,660 ) 4,360 63,662 7,534,860 (12,354 ) (24,184 ) (1,499,551) $ 69,780,026
				i	From Share Issuance n Excess of Par Value $ 8,200,480 - - - 332,705 - - - - - - - - - 8,533,185 - - - (112,909 ) 19,589 111,865 - - - - - - - - - $ 8,551,730	Bond Treasury Stock Conversion Transactions $ 7,641,499 $ 346,691 - - - - - - - - - 70,283 - - - - - - - - - - - - - - - - 7,641,499 416,974 - - - - - - (101,111 ) (98,196 ) - - - - - 55,853 - - - - - (3,928 ) - - - - - - - - - - $ 7,540,388 $ 370,703	Long-term Stock Investments $ 959,438 - - - - - (2,152 ) - (50,216 ) - - - - - 907,070 - - - - - - - 1,828 - 6,778 - - - - - $ 915,676	Employee Stock Merger Options $ 10,255,921 $ 2,857 - - - - - - - - - - - - - - - 1,745 - - - - - - - - - - 10,255,921 4,602 - - - - - - (135,704 ) - - - - - - - - - - - - 1,510 - - - - - - - - - - $ 10,120,217 $ 6,112	Total $ 27,406,886 - - - 332,705 70,283 (2,152 ) - (48,471 ) - - - - - 27,759,251 - - - (447,920 ) 19,589 111,865 55,853 1,828 - 4,360 - - - - - $ 27,504,826
		Shares (Thousands) 2,284,794 - - 11,271 13,915 - - - - - - - - - 2,309,980 - 11,397 (30,565 ) 82 4,421 - - - - - - - - - 2,295,315									Unappropriated Legal Reserve Earnings $ 6,226,667 $ 11,985,007 898,646 (898,646 ) - (6,469,637 ) - (112,711 ) - - - - - - - - - - - - - 7,225,925 - - - - - - 7,125,313 11,729,938 722,592 (722,592 ) - (5,174,335 ) - (113,972 ) - - - - - - - - - - - - - - - - - 7,534,860 - - - - - - $ 7,847,905 $ 13,253,899

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

(With Deloitte & Touche audit report dated March 29, 2013)

21 -

Attachment 2-4

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation Amortization Allowance (reversal of allowance) for doubtful accounts Gain on sale of investments, net Impairment loss on financial and fixed assets Gain on disposal of properties, net Investment income recognized under the equity method, net Cash dividends received from equity-method investees Product warranty reserve Prepaid pension cost Deferred income taxes Deferred credits - gain on intercompany transactions Net changes in operating assets and liabilities: Accounts receivable Accounts receivable from related parties Other receivable from related parties Inventories Other financial assets - current Prepayments Notes payable Accounts payable Accounts payables to related parties Other payable to related parties Income tax payable Accrued expenses Advance receipts Other current liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds of the disposal of available-for-sale financial assets Acquisition of investments under the equity method Proceeds of the disposal of investments under the equity method Acquisition of properties Increase in deferred charges Decrease in refundable deposits Proceeds of the disposal of financial assets carried at cost Proceeds of the disposal of properties Net cash provided by (used in) investing activities	2012 $ 7,534,860 298,525 129,951 (6,160) (442,276) 652,857 (16,606) (5,551,497) 1,349,833 (5,634) (9,223) 36,580 (89,525) (1,079,314) 1,438,016 986,160 2,195,550 20,839 (68,374) (1,462) (5,199,235) 1,031,929 (214,119) (125,949) 279,033 2,086 (59,592) 3,087,253 1,215,604 (358,390) 288,587 (191,282) (58,792) 2,242 - - 897,969	2011 $ 7,225,925 452,173 132,003 30,642 (309,135) 278,888 (4,224) (5,508,630) 3,036,523 (69,991) (15,045) 76,772 288 1,639,311 2,544,118 1,138,585 2,209,386 31,141 568,515 1,962 (606,144) (3,522,615) (80,311) (152,016) 456,857 (69,551) (813,962) 8,671,465 96,896 (1,139,824) 216,594 (291,031) (123,187) 1,452 98,703 9,844 (1,130,553) (Continued)

22 -

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid Increase in short-term loans Proceeds of the exercise of employee stock options Increase (decrease) in guarantee deposits received Decrease in obligations under capital leases Increase in long-term bank loans Net cash used in financing activities NET INCREASE IN CASH CASH, BEGINNING OF YEAR CASH, END OF YEAR SUPPLEMENTARY CASH FLOW INFORMATION Interest paid (excluding capitalized interests) Income tax paid NONCASH INVESTING AND FINANCING ACTIVITIES Current portion of long-term debts CASH PAID FOR THE ACQUISITION OF PROPERTIES Increase in properties Decrease in payable for properties	2012 $ (5,174,335) 1,737,840 27,245 (1,570) (373) - (3,411,193) 574,029 9,750,349 $ 10,324,378 $ 335,080 $ 143,539 $ 3,125,453 $ 121,536 69,746 $ 191,282	2011 $ (6,469,637) 986,149 - 3,842 (1,188) 1,366,666 (4,114,168) 3,426,744 6,323,605 $ 9,750,349 $ 312,741 $ 384,492 $ 504 $ 219,963 71,068 $ 291,031

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

(With Deloitte & Touche audit report dated March 29, 2013)

(Concluded)

23 -

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Lite-On Technology Corporation

We have audited the accompanying balance sheets of Lite-On Technology Corporation (“Parent Company”) and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Parent Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. However, as disclosed in Note 2 to the financial statements, we did not audit the financial statements as of and for the years ended December 31, 2012 and 2011 of some consolidated subsidiaries. The assets of these subsidiaries were 3.42% (NT$6,681,382 thousand) and 3.67% (NT$7,488,587 thousand) of the consolidated total assets as of December 31, 2012 and 2011, respectively. The sales of these subsidiaries were 5.23% (NT$11,292,480 thousand) and 5.96% (NT$13,750,342) of the consolidated total sales in 2012 and 2011, respectively. These subsidiaries’ financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these subsidiaries, as well as the subsidiaries’ information disclosed in Note 2 to the financial statements, is based solely on the reports of the other auditors.

In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lite-On Technology Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended, in conformity with Guidelines Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China.

March 29, 2013

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdiction. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and consolidated financial statements shall prevail.

Attachment 3-1

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS CURRENT ASSETS Cash (Notes 4) Financial assets at fair value through profit or loss - current (Notes 2, 5 and 30) Available-for-sale financial assets - current (Notes 2, 6 and 30) Notes receivable (Note 2) Accounts receivable, net (Notes 2 and 7) Accounts receivable from related parties (Notes 2 and 25) Other receivables from related parties (Note 25) Other financial assets - current Inventories, net (Notes 2 and 8) Construction in progress in excess of progressive billings (Notes 2 and 9) Prepayments Deferred income tax assets - current (Notes 2 and 22) Other current assets Total current assets LONG-TERM INVESTMENTS (Notes 2, 10, 11,12 and 30) Available-for-sale financial assets - noncurrent Financial assets carried at cost - noncurrent Investments accounted for by the equity method Prepayments for investments Total long-term investments PROPERTIES (Notes 2 and 13) Cost Land Buildings Machinery and equipment Transportation equipment Office equipment Leased assets Miscellaneous equipment Total cost Less: Accumulated depreciation Accumulated impairment Add: Construction in progress and prepayments for equipment Properties, net INTANGIBLE ASSETS (Notes 2 and 14) Patents, net Goodwill, net Land use rights Other intangible assets Total intangible assets OTHER ASSETS Assets leased to others, net (Notes 2 and 15) Idle assets, net (Notes 2 and 15) Refundable deposits Deferred charges, net (Note 2) Restricted assets - noncurrent (Note 26) Total other assets TOTAL		2012 Amount % $ 60,590,077 31 13,023 - 10 - 119,941 - 44,025,784 23 83,421 - 2,231 - 2,321,847 1 20,566,117 10 72,527 - 3,863,172 2 1,110,308 1 340,170 - 133,108,628 68 1,032,235 - 1,122,230 1 3,554,690 2 13,155 - 5,722,310 3 2,693,413 1 20,872,077 11 40,739,682 21 97,204 - 2,578,640 1 1,347,828 1 3,042,252 2 71,371,096 37 34,266,654 18 938,543 1 36,165,899 18 1,309,891 1 37,475,790 19 10,175 - 14,267,414 7 572,519 - 1,245,850 1 16,095,958 8 111,394 - 203,233 - 311,277 1 2,067,016 1 102,560 - 2,795,480 2 $ 195,198,166 100		2011
				Amount % $ 56,515,383 28 111,584 - 9 - 82,039 - 45,469,494 22 1,099 - 955 - 1,575,370 1 27,659,384 14 38,294 - 4,024,067 2 951,668 - 355,282 - 136,784,628 67 2,783,354 1 1,487,972 1 3,590,108 2 74,843 - 7,936,277 4 2,746,331 1 19,560,099 9 40,574,926 20 107,323 - 2,724,727 1 1,399,977 1 3,256,612 2 70,369,995 34 32,273,396 16 790,279 - 37,306,320 18 2,679,675 2 39,985,995 20 14,698 - 14,261,731 7 620,210 - 1,511,460 1 16,408,099 8 113,843 - 135,538 - 314,903 - 2,273,596 1 108,107 - 2,945,987 1 $ 204,060,986 100

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Short-term loans (Note 16) Financial liabilities at fair value through profit or loss - current (Notes 2, 5 and 30) Notes payable Accounts payable Accounts payable to related parties (Note 25) Income tax payable (Notes 2 and 22) Accrued expenses Other payable to related parties (Note 25) Advance receipts Current portion of long-term bank loans (Notes 17 and 30) Obligations under capital leases - current (Notes 18 and 30) Product warranty reserve (Note 2) Other current liabilities Total current liabilities LONG-TERM LIABILITIES, NET OF CURRENT PORTION Long-term bank loans (Notes 17 and 30) Hedging derivative liabilities - noncurrent (Notes 2 and 30) Obligations under capital leases - noncurrent (Notes 18 and 30) Total long-term liabilities RESERVE FOR LAND VALUE INCREMENT TAX (Note 2) OTHER LIABILITIES Accrued pension costs (Notes 2 and 19) Guarantee deposits received Deferred income tax liabilities - noncurrent (Notes 2 and 22) Total other liabilities Total liabilities SHAREHOLDERS' EQUITY OF PARENT COMPANY Authorized 3,500,000 thousand shares; issued and outstanding 2,295,315 thousand shares in 2012; 2,309,980 thousand shares in 2011 Advance receipts for common stock Total capital stock Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversion Treasury stock transactions Long-term stock investments Merger Employee stock options Total capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Cumulative translation adjustments Net loss not recognized as pension cost Unrealized loss on financial instruments Unrealized loss on cash flow hedging Treasury stock - 2012: 27,979 thousand shares; 2011: 58,405 thousand shares Total other equity Total shareholders' equity of parent company MINORITY INTEREST Total shareholders’ equity TOTAL		2012 Amount % $ 7,010,394 4 35,239 - 240,009 - 51,989,611 27 137,923 - 2,042,444 1 10,563,304 5 20,173 - 826,441 1 4,411,168 2 62,381 - 820,311 - 5,581,677 3 83,741,075 43 19,956,634 10 101,563 - 232,299 - 20,290,496 10 239,693 - 175,583 - 89,068 - 843,248 1 1,107,899 1 105,379,163 54 22,953,154 12 6,840 - 22,959,994 12 8,551,730 4 7,540,388 4 370,703 - 915,676 1 10,120,217 5 6,112 - 27,504,826 14 7,847,905 4 13,253,899 7 21,101,804 11 126,009 - (29,536 ) - (677,435 ) - (101,563 ) - (1,104,073) (1) (1,786,598) (1) 69,780,026 36 20,038,977 10 89,819,003 46 $ 195,198,166 100		2011
				Amount % $ 4,737,488 2 42,274 - 498,568 - 61,055,907 30 317,508 - 2,165,581 1 11,139,255 5 43,058 - 1,154,214 1 1,173,473 1 84,360 - 1,028,614 1 6,549,962 3 89,990,262 44 23,294,964 12 165,225 - 316,466 - 23,776,655 12 239,693 - 143,168 - 85,224 - 747,622 - 976,014 - 114,982,624 56 23,099,801 11 - - 23,099,801 11 8,533,185 4 7,641,499 4 416,974 - 907,070 1 10,255,921 5 4,602 - 27,759,251 14 7,125,313 3 11,729,938 6 18,855,251 9 1,625,560 1 (17,182 ) - (372,591 ) - (165,225 ) - (1,857,643) (1) (787,081) - 68,927,222 34 20,151,140 10 89,078,362 44 $ 204,060,986 100

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

(With Deloitte & Touche audit report dated March 29, 2013)

Attachment 3-2

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 2 and 25) LESS: SALES RETURNS SALES ALLOWANCES NET SALES OTHER OPERATING REVENUE Total operating revenue OPERATING COSTS Cost of goods sold (Notes 8, 23 and 25) Other operating cost Total operating costs GROSS PROFIT REALIZED INTERCOMPANY GAINS (Note 2) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23 and 25) Selling and marketing General and administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND GAINS Interest income Investment income recognized under the equity method (Notes 2 and 12) Dividend income Exchange gain, net (Note 2) Gain on disposal of investments, net Valuation gain on financial assets (Notes 2 and 5) Other income (Note 23) Total nonoperating income and gains		2012 Amount % $ 218,947,484 101 845,582 - 2,428,040 1 215,673,862 100 373,148 - 216,047,010 100 185,147,993 86 271,320 - 185,419,313 86 30,627,697 14 - - 30,627,697 14 8,173,096 4 5,850,375 3 5,712,229 2 19,735,700 9 10,891,997 5 1,064,375 1 15,217 - 57,166 - 8,177 - 585,557 - 300,844 - 1,911,477 1 3,942,813 2		2011
				Amount % $ 233,539,401 101 1,158,034 - 2,258,602 1 230,122,765 100 397,328 - 230,520,093 100 196,187,219 85 285,319 - 196,472,538 85 34,047,555 15 122 - 34,047,677 15 9,767,614 5 6,962,214 3 5,097,613 2 21,827,441 10 12,220,236 5 578,494 1 - - 151,166 - 76,970 - 436,695 - 485,231 - 2,192,341 1 3,920,897 2

(Continued)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NONOPERATING EXPENSES AND LOSSES Interest expense (Notes 2 and 30) Investment loss recognized under the equity method, net (Notes 2 and 12) Loss on disposal of properties Impairment loss (Notes 2, 10, 11, 13, 14 and 15) Valuation loss on financial liabilities (Notes 2 and 5) Other expenses (Notes 23 and 27) Total nonoperating expenses and losses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 2 and 22) CONSOLIDATED NET INCOME ATTRIBUTED TO: Shareholders of parent company Minority interest EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 24) Basic Diluted		2012 Amount % $ 554,850 - - - 157,087 - 750,433 1 227,641 - 1,173,411 1 2,863,422 2 11,971,388 5 2,451,510 1 $ 9,519,878 4 $ 7,534,860 3 1,985,018 1 $ 9,519,878 4 2012 Pretax After-tax $ 3.35 $ 3.33 $ 3.30 $ 3.28		2011
				Amount % $ 589,603 - 150,230 - 73,770 - 1,138,364 1 511,008 - 1,204,706 1 3,667,681 2 12,473,452 5 2,751,677 1 $ 9,721,775 4 $ 7,225,925 3 2,495,850 1 $ 9,721,775 4 2011
				Pretax After-tax $ 3.34 $ 3.21 $ 3.28 $ 3.15 (Continued)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Pro forma information on the assumption that shares of the Parent Company’s held by its direct and indirect subsidiaries were not treated as treasury stock:

CONSOLIDATED NET INCOME EARNINGS PER SHARE (NEW TAIWAN DOLLARS) Basic Diluted		2012 Pretax After-tax $ 7,644,884 $ 7,590,713 $3.33 $3.31 $3.29 $3.26	2012 Pretax After-tax $ 7,644,884 $ 7,590,713 $3.33 $3.31 $3.29 $3.26		2011	2011
		Pretax $ 7,644,884 $3.33 $3.29			Pretax $ 7,605,456 $3.33 $3.27	After-tax $ 7,296,208 $3.20 $3.14

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

(With Deloitte & Touche audit report dated March 29, 2013) (Concluded)

Attachment 3-3

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousands of New Taiwan Dollars; Except Cash Dividends Per Share)

Issued and Outstanding Capital Sto	Issued and Outstanding Capital Sto			Capital Surplus(Notes 2 an	Capital Surplus(Notes 2 an	d 20)		Retained Earnings (Notes 2a
		P	Additional aid-in Capital from Share Issuance in Excess of Par Value $ 8,200,480 - - - 332,705 - - - - - - - - - - 8,533,185 - - - - (112,909 ) 19,589 111,865 - - - - - - - - - - $ 8,551,730	Bond Treasury Stock Conversion Transactions $ 7,641,499 $ 346,691 - - - - - - - - - 70,283 - - - - - - - - - - - - - - - - - - 7,641,499 416,974 - - - - - - - - (101,111 ) (98,196 ) - - - - - 55,853 - - - - - (3,928 ) - - - - - - - - - - - - $ 7,540,388 $ 370,703	Long-term Stock Investments $ 959,438 - - - - - (2,152 ) - (50,216 ) - - - - - - 907,070 - - - - - - - - 1,828 - 6,778 - - - - - - $ 915,676	Merger $ 10,255,921 - - - - - - - - - - - - - - 10,255,921 - - - - (135,704 ) - - - - - - - - - - - - $ 10,120,217	Employee Stock Options $ 2,857 - - - - - - - 1,745 - - - - - - 4,602 - - - - - - - - - - 1,510 - - - - - - $ 6,112
Shares (Thousands) 2,284,794 - 11,271 - 13,915 - - - - - - - - - - 2,309,980 - - - 11,397 (30,565 ) 82 4,421 - - - - - - - - - - 2,295,315	Amount $ 22,847,940 - 112,711 - 139,150 - - - - - - - - - - 23,099,801 - - - 113,972 (305,650 ) 816 44,215 - - - - - - - - - - $ 22,953,154
								Unappropriated Legal Reserve Earnings $ 6,226,667 $ 11,985,007 898,646 (898,646 ) - (6,469,637 ) - (112,711 ) - - - - - - - - - - - - - 7,225,925 - - - - - - - - 7,125,313 11,729,938 - - 722,592 (722,592 ) - (5,174,335 ) - (113,972 ) - - - - - - - - - - - - - - - - - 7,534,860 - - - - - - - - $ 7,847,905 $ 13,253,899

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

(With Deloitte & Touche audit report dated March 29, 2013)

Attachment 3-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated net income Adjustments to reconcile consolidated net income to net cash provided by operating activities: Depreciation Amortization Allowance for doubtful accounts Valuation loss (gain) on financial instruments, net Gain on disposal of investments, net Loss on disposal of properties Impairment loss on financial and fixed assets Investment loss (income) recognized under the equity method, net Cash dividends received from equity-method investees Product warranty reserve Accrued pension costs Deferred income taxes Deferred credits - gain on intercompany transactions Net changes in operating assets and liabilities Financial instruments at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable from related parties Other receivable from related parties Inventories Construction in progress in excess of progressive billings Prepayments Other financial assets - current Other current assets Notes payable Accounts payable Accounts payable to related parties Other payable to related parties Income taxes payable Accrued expenses Advance receipts Progressive billings in excess of construction in progress Other current liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of properties Proceeds of the disposal of properties Proceeds of the disposal of available-for-sale financial assets Increase in deferred charges	2012 $ 9,519,878 5,850,237 1,359,208 61,009 (73,203) (585,557) 157,087 750,433 (15,217) 36,353 (193,307) 32,415 53,806 - 164,729 (37,902) 378,375 (82,322) (1,276) 5,177,333 (34,233) 100,913 (776,468) 15,112 (258,559) (6,401,572) (179,585) (22,885) (93,146) (269,916) (312,777) - (1,324,354) 12,994,609 (4,755,634) 1,548,111 1,534,799 (564,802)	2011 $ 9,721,775 5,693,294 1,294,722 47,043 25,777 (314,471) 73,770 1,138,364 150,230 64,048 (13,947) (10,702) (385,319) (122) 295,102 (23,506) (4,463,979) 140,305 2,170 (1,065,792) (26,318) (683,221) 275,209 (66,237) 97,908 5,166,360 (5,651) 12,744 (290,775) 178,803 21,191 (44,599) (367,232) 16,636,944 (8,930,917) 452,473 113,514 (908,668) (Continued)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

Acquisition of financial assets carried at cost Acquisition of investments under the equity method Decrease in restricted assets Increase in prepayments for investments Decrease in refundable deposits Increase in land use rights Proceeds of the disposal of financial assets carried at cost Proceeds of the capital reduction on financial assets carried at cost Acquisition of available-for-sale financial assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid Decrease in minority interest Increase in short-term loans Increase in long-term bank loans Decrease in obligations under capital lease Proceeds of the exercise of employee stock options Increase (decrease) in guarantee deposits Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES NET INCREASE IN CASH CASH, BEGINNING OF YEAR CASH, END OF YEAR SUPPLEMENTARY CASH FLOW INFORMATION Interest paid Income tax paid NONCASH INVESTING AND FINANCING ACTIVITIES Current portion of long-term bank loans Current portion of capital lease obligations CASH PAID FOR THE ACQUISITION OF PROPERTIES Increase in properties Decrease (increase) in payable for properties	2012 $ (194,781) (155,134) 5,547 (4,610) 3,626 (2,965) - - - (2,585,843) (5,174,335) (2,581,635) 2,377,875 244,262 (106,146) 27,245 3,844 (5,208,890) (1,125,182) 4,074,694 56,515,383 $ 60,590,077 $ 536,643 $ 2,520,841 $ 4,411,168 $ 62,381 $ 5,186,681 (431,047) $ 4,755,634	2011 $ (147,142) (926,819) 5,877 (74,843) 89,782 (69,701) 307,875 31,680 (6,783) (10,063,672) (6,469,637) (643,351) 1,258,851 4,659,212 (77,421) - (15,642) (1,287,988) 788,777 6,074,061 50,441,322 $ 56,515,383 $ 462,085 $ 2,770,890 $ 1,173,473 $ 84,360 $ 8,699,632 231,285 $ 8,930,917

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

(With Deloitte & Touche audit report dated March 29, 2013)

(Concluded)

Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2013, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2012 Business Report, Financial Statements and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Jason Ke and Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan. The above Business Report, Financial Statements and the proposal of distribution of earnings have been examined and determined to be correct by the undersigned. This Report is duly submitted in accordance with Article 14-4 of Securities and Exchange Law and Article 219 of the Company Law.

The Audit Committee, Chairman:

Mr. Kuo-Feng Wu March 29, 2013

Attachment 5

Lite-On Technology Corporation “Regulations Governing Procedure for Board of Directors Meetings”: Contents Before and After Amendment in Comparison

	Contents after Amendment		Contents before Amendment	Explanation
	Article III A board of directors shall meet at least quarterly, which shall be set out in the rules of procedure. The reasons for calling a board of directors meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining prior consent from the recipients thereof. All matters set out in the subparagraphs of Article 12, paragraph 1, shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.		Article III A board of directors shall meet at least quarterly, which shall be set out in the rules of procedure. The reasons for calling a board of directors meeting shall be notified to each director and supervisor at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means ofmail, e-mails or fax. All matters set out in the subparagraphs of Article 12, paragraph 1, shall be specified in the notice of the reasons for calling a board of directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.	Duly amended in accordance with the laws.
	Article VIII Board of Director Secretariat shall prepare and provide agenda items and materials and for board of directors meetings. When holding a meeting of the board of directors, a company may, as necessary for the agenda items of the meeting, notify personnel of relevant departments or subsidiariesto attend the meeting as nonvoting participants. When necessary, the company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participantsand to make		Article VIII Board of Director Secretariat shall prepare and provide agenda items and materials and for board of directors meetings. When holding a meeting of the board of directors, a company may, as necessary for the agenda items of the meeting, notify themanagement of relevant departments who does not serve on the board of directorsto attend the meeting as nonvoting participants. When necessary, the company may also invite certificatedpublic accounts,	Duly amended in accordance with the laws.

	explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.	attorneys, or other professionals to attend as nonvoting participants.
	Article XII A company shall submit the following items for discussion by the board of directors: 1. Corporate business plan. 2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Act. 4. Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5. The offering, issuance, or private placement of any equity-type securities. 6. The appointment or discharge of a financial, accounting, or internal audit officer. 7. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.	Article XII A company shall submit the following items for discussion by the board of directors: 1. Corporate business plan. 2. Annual and semi-annual financial reports 3. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Act. 4. Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5. The offering, issuance, or private placement of any equity-type securities. 6. The appointment or discharge of a financial, accounting, or internal audit officer. 7. Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. Independent directors shall attend in person any meetingconcerninga matter that	Duly amended in accordance with the laws.

Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term " - " major donation to a non related party means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

requires a resolution by the board of directors under Article 14-3 of the Act, or shall appoint another independent director to attend as his or her proxy. If an independent director objects to or expresses reservations about the matter, it shall be recorded in the board meeting minutes; an independent director intending to express objection or reservations but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Independent directors shall attend in person any meeting concerning a matter that requires a resolution by the board of directors under Article 14-3 of the Act, or shall appoint another independent director to attend as his or her proxy. If an independent director objects to or expresses reservations about the matter, it shall be recorded in the board meeting minutes; an independent director intending to express

objection or reservations but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in

advance, which shall be recorded in the meeting minutes.

Article XV

Duly amended in accordance with the laws.

If any director or a juristic person If any director or a juristic person accordance with the represented by a director is an interested represented by a director is an laws. party with respect to any agenda item, interested party with respect to any the director shall state the important agenda item, and the relationship is aspects of the interested party likely to prejudice the interests of the relationship at the respective meeting. company, the director may voice his When the relationship is likely to opinions and answer questions raised prejudice the interests of the company, by other directors without the director may not participate in participating in discussion or voting discussion or voting on that agenda on that agenda item, and further, shall item, and further, shall enter recusal enter recusal during discussion and during discussion and voting on that voting on that item and may not act item and may not act as another as another director's proxy to exercise director's proxy to exercise voting rights voting rights on that matter. on that matter. The provisions of Article 180, The provisions of Article 180, paragraph 2 of the Company Act, as paragraph 2 of the Company Act, as applied mutatis mutandis under applied mutatis mutandis under Article Article 206, paragraph 2 of that Act, 206, paragraph 3 of that Act, apply to apply to resolutions of board of resolutions of board of directors directors meetings when a board meetings when a board director is director is prohibited by the prohibited by the preceding paragraph preceding paragraph from exercising from exercising voting rights. voting rights. Article XVI Article XVI Duly amended in Minutes shall be prepared of the Minutes shall be prepared of the accordance with the discussions at board of directors discussions at board of directors laws. meetings. The meeting minutes shall meetings. The meeting minutes shall record the following: record the following:

Session (or year), time, and place of meeting.
Name of the meeting chair.
Attendance of directors at the meeting, specifying the names
Session (or year), time, and place of meeting.
Name of the meeting chair.
Attendance of directors at the meeting, specifying the names

and number of members present, excused, and absent.

Names and titles of those attending the meeting as nonvoting participants.
Name of minutes taker.
Matters reported on.
Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 7, paragraph 5.
Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was

and number of members present, excused, and absent.

Names and titles of those attending the meeting as nonvoting participants.
Name of minutes taker.
Matters reported on.
Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons;; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 7, paragraph 2.
Extraordinary motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors,

supervisors, experts, or other persons; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.

Other matters required to be recorded.

Any of the following matters in relation to a resolution passed at a meeting of the board of directors shall be stated in the meeting minutes and within two days of the meeting be published on an information

required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.

Other matters required to be recorded.

Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
Any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee.

The attendance book forms a part of the minutes for each board of directors meeting and shall be well preserved during the existence of the company. The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting and well preserved as important

reporting website designated by the Financial Supervisory Commission of the Executive Yuan:

Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
Any matter that has not been passed by the audit committee, but has been adopted with the approval of two-thirds or more of all board directors without having been passed by the audit committee.

The attendance book forms a part of the minutes for each board of directors meeting and shall be well preserved during the existence of the company.

The minutes of a board of directors meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting and well preserved as important company records during the existence of the company.

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

	company records during the existence of the company. The production and distribution of the meeting minutes referred to in paragraph 1 maybe done in electronic form.
	Article XX These Rules were duly enacted on November 24, 2006. Duly amended on April 25, 2007 as the 1st amendment and put into enforcement on June 21, 2007 starting from the 7th Board of Directors Meeting. Duly amended on April 7, 2008 as the 2nd amendment and put into enforcement on April 7, 2008. Duly amended on April 28, 2010 as the 3rd amendment and put into enforcement on April 28, 2010. Duly amended on October 24, 2012 as the 4th amendment and put into enforcement on October 24, 2012.	Article XX These Rules were duly enacted on November 24, 2006. Duly amended on April 25, 2007 as the 1st amendment and put into enforcement on June 21, 2007 starting from the 7th Board of Directors Meeting. Duly amended on April 7, 2008 as the 2nd amendment and put into enforcement on April 7, 2008. Duly amended on April 28, 2010 as the 3rd amendment and put into enforcement on April 28, 2010.	Addition of date of amendment

Attachment 6

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2012

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2012	Attachment	Attachment
Unallocated earnings, beginning of year Add: Net profit Less: Legal reserve (10%) Less: Special reserve Distributable earnings Distribution: (1)Stock dividends: (NT$0.05/per share) (2)Cash dividends: (NT$2.35/per share) Unallocated earnings, end of year Note: (1)Remuneration to directors: (2)Stock bonus to employees: (3)Cash bonus to employees:	Amount (NT$) 5,719,039,238 7,534,859,630 (753,485,963) (689,913,214) 11,810,499,691 (114,899,260) (5,400,264,994)
		6,295,335,437
		(61,420,359) (171,009,376) (897,799,227)

Remarks:

Under the Integrated Income Tax System (Imputation Tax System), upon calculating the deductible tax in accordance with Article 66-6 of the Income Tax Act, earnings of 1998 and thereafter should be distributed first. When unallocated earnings on which 10% surtax is levied in accordance with Article 66-9 of the Income Tax Act is calculated, earnings of the latest year should be distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of Finance dated April 30, 1998.
Special reserve is appropriated in accordance with Article 41 of Securities and Exchange Act and Financial-Supervisory-Securities No. 0950000507 of the Financial Supervisory Commission dated January 27, 2006.
For Year 2012, the Company planned to distribute stock bonuses amounting to NT$171,009,376 in total. The number of stock issuance shall be calculated based on the closing price on the day preceding the shareholders’ meeting, with the impact of ex-right and ex-dividend taken into account. Any fractional shares less than one full share shall be paid in cash. Including cash bonuses to employees of NT$897,799,227, total employee bonuses amount to NT$1,068,808,603, which does not exceeds net profit after tax for 2012 or 50% of distributable earnings.

Attachment 7

Lite-On Technology Corporation “Articles of Incorporation”, Contents before and after Amendment in Comparison

	Comparison
Contents after amendment	Contents before amendment	Descriptions
Article II The Company shall engage in the following business: 1. C804020 Manufacture of industry-oriented rubber products. 2. C805050 Manufacture of industry-oriented plastic products. 3. CB01010 Manufacture of machinery & equipment 4. CB01020 Business machinery manufacture. 5. CC01120 Data storage media manufacture and duplication. 6. CC01030 Manufacture of electrical appliance and audio and visual electronic products. 7. CC01080 Manufacture of electronic parts & components. 8. CC01060 Manufacture of wire communications machinery & equipment. 9. CC01070 Manufacture of wireless communications machinery & equipment. 10. CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture. 11. CD01030 Manufacture of automobile and automobile parts & components. 12. CE01030 Manufacture of Optical instrument. 13. CH01040 Manufacture of toy. 14. CQ01010 Manufacture of mold. 15. F106030 Mold wholesale. 16. F206030 Mold retail. 17. F109070Cultural,educational,music	Article II The Company shall engage in the following business: 1. C804020 Manufacture of industry-oriented rubber products. 2. C805050 Manufacture of industry-oriented plastic products. 3. CB01010 Manufacture of machinery & equipment 4. CB01020 Business machinery manufacture. 5. CC01120 Data storage media manufacture and duplication. 6. CC01030 Manufacture of electrical appliance and audio and visual electronic products. 7. CC01080 Manufacture of electronic parts & components. 8. CC01060 Manufacture of wire communications machinery & equipment. 9. CC01070 Manufacture of wireless communications machinery & equipment. 10. CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture. 11. CD01030 Manufacture of automobile and automobile parts & components. 12. CE01030 Manufacture of Optical instrument. 13. CH01040 Manufacture of toy. 14. CQ01010 Manufacture of mold. 15. F106030 Mold wholesale. 16. F206030 Mold retail. 17. F109040Cultural,educational,music	Duly amended in accordance with the business line codes promulgated by the Ministry of Economic Affairs.

and recreational article & instrument wholesale. 18. F209060Cultural, educational, music and recreational article & instrument retail. 19. F113030 Precise instrument wholesale. 20. F213040 Precise instrument retail. 21. F111090 Building material wholesale. 22. F211010 Building material retail. 23. F113010 Machinery wholesale. 24. F213080 Machinery & appliance retail. 25. F114030 Automobile, motorcycle parts & accessories wholesale. 26. F214030 Automobile, motorcycle parts & accessories retail. 27. F119010 Electronic material wholesale. 28. F219010 Electronic material retail. 29. F118010 Information software wholesale. 30. F218010 Information software retail. 31. F113020 Electrical appliance wholesale. 32. F213010 Electric appliance retail. 33. F113050 Computer & business machinery & equipment wholesale. 34. F213030 Computer & business machinery & equipment retail. 35. F113070 Telecommunication equipment wholesale. 36. F213060 Telecommunication equipment retail . 37. F401010 International trade. 38. F401021 Import of controlled telecommunication frequency RF equipment. 39. I103060 Management consultancy. 40. I102010 Investment consultancy. 41. I503010 Landscaping,interior design	and recreational article & instrument wholesale. 18. F209030Cultural, educational, music and recreational article & instrument retail. 19. F113030 Precise instrument wholesale. 20. F213040 Precise instrument retail. 21. F111090 Building material wholesale. 22. F211010 Building material retail. 23. F113010 Machinery wholesale. 24. F213080 Machinery & appliance retail. 25. F114030 Automobile, motorcycle parts & accessories wholesale. 26. F214030 Automobile, motorcycle parts & accessories retail. 27. F119010 Electronic material wholesale. 28. F219010 Electronic material retail. 29. F118010 Information software wholesale. 30. F218010 Information software retail. 31. F113020 Electrical appliance wholesale. 32. F213010 Electric appliance retail. 33. F113050 Computer & business machinery & equipment wholesale. 34. F213030 Computer & business machinery & equipment retail. 35. F113070 Telecommunication equipment wholesale. 36. F213060 Telecommunication equipment retail . 37. F401010 International trade. 38. F401021 Import of controlled telecommunication frequency RF equipment. 39. I103060 Management consultancy. 40. I102010 Investment consultancy. 41. I503010 Landscaping,interior design

business.

I501010 Product design business.
I301010 Information software services.
G801010 Warehousing services.
E801010 Interior decoration services.
H701010 Housing and building development, lease and sales.
ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.

Article XIV

The Company has seven to eleven directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company. The aforementioned number of directors shall include a minimum of three independent directors (including a minimum of one independent director in the expertise of accounting or finance), and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. Board of Directors (including independent directors) are elected in a candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters

business.

I501010 Product design business.
I301010 Information software services.
G801010 Warehousing services.
E801010 Interior decoration services.
H701010 Housing and building development, lease and sales.
ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.

Article XIV

The Company has seven to eleven directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company. The aforementioned number of directors shall include a minimum of three independent directors (including a minimum of one independent director in the expertise of accounting or finance), and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. The independent directors are elected in a candidate nomination system. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance

Duly Amended in accordance with Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority.	with the requirements promulgated by the competent authority in charge of securities affairs. The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority.
Article XXIX These Articles were duly established on March 13, 1989. These Articles were duly amended on March 20, 1990 as the 1st amendment. These Articles were duly amended on May 1, 1991 as the 2nd amendment. These Articles were duly amended on May 20, 1992 as the 3rd amendment. These Articles were duly amended on June 27, 1992 as the 4th amendment. These Articles were duly amended on June 21, 1993 as the 5th amendment. These Articles were duly amended on December 18, 1993 as the 6th amendment. These Articles were duly amended on May 30, 1995 as the 7th amendment. These Articles were duly amended on April 2, 1996 as the 8th amendment. These Articles were duly amended on May 7, 1997 as the 9th amendment. These Articles were duly amended on May 19, 1998 as the 10th amendment. These Articles were duly amended on June 21, 1999 as the 11th amendment. These Articles were duly amended on May 31,2000 as the 12th amendment.	Article XXIX These Articles were duly established on March 13, 1989. These Articles were duly amended on March 20, 1990 as the 1st amendment. These Articles were duly amended on May 1, 1991 as the 2nd amendment. These Articles were duly amended on May 20, 1992 as the 3rd amendment. These Articles were duly amended on June 27, 1992 as the 4th amendment. These Articles were duly amended on June 21, 1993 as the 5th amendment. These Articles were duly amended on December 18, 1993 as the 6th amendment. These Articles were duly amended on May 30, 1995 as the 7th amendment. These Articles were duly amended on April 2, 1996 as the 8th amendment. These Articles were duly amended on May 7, 1997 as the 9th amendment. These Articles were duly amended on May 19, 1998 as the 10th amendment. These Articles were duly amended on June 21, 1999 as the 11th amendment. These Articles were duly amended on May 31,2000 as the 12th amendment.	Addition of date of amendment

These Articles were duly amended on April 19, 2001 as the 13th amendment. These Articles were duly amended on May 21, 2002 as the 14th amendment. These Articles were duly amended on August 5, 2002 as the 15th amendment. These Articles were duly amended on May 13, 2003 as the 16th amendment. These Articles were duly amended on June 15, 2004 as the 17th amendment. These Articles were duly amended on June 14, 2005 as the 18th amendment. These Articles were duly amended on June 21, 2006 as the 19th amendment. These Articles were duly amended on June 21, 2007 as the 20th amendment. These Articles were duly amended on June 25, 2008 as the 21st amendment. These Articles were duly amended on June 15, 2010 as the 22nd amendment. These Articles were duly amended on June 19, 2012 as the 23rd amendment. These Articles were duly amended on June 19, 2013 as the 24th amendment.	These Articles were duly amended on April 19, 2001 as the 13th amendment. These Articles were duly amended on May 21, 2002 as the 14th amendment. These Articles were duly amended on August 5, 2002 as the 15th amendment. These Articles were duly amended on May 13, 2003 as the 16th amendment. These Articles were duly amended on June 15, 2004 as the 17th amendment. These Articles were duly amended on June 14, 2005 as the 18th amendment. These Articles were duly amended on June 21, 2006 as the 19th amendment. These Articles were duly amended on June 21, 2007 as the 20th amendment. These Articles were duly amended on June 25, 2008 as the 21st amendment. These Articles were duly amended on June 15, 2010 as the 22nd amendment. These Articles were duly amended on June 19, 2012 as the 23rd amendment.

Attachment 8

Lite-On Technology Corporation “Regulations Governing Election of Directors” , Contents before and after Amendment in Comparison

Contents after Amendment Article IV During the two years before being elected or during the term of office, an independent director of a public company may not have been or be any of the following:

Contents after Amendment Contents before Amendment Explanation
Article IV During the two years before Article IV During the two years before Duly amended being elected or during the term of office, being elected or during the term of office, in accordance an independent director of a public an independent director of a public with the law company may not have been or be any of company may not have been or be any of “Regulations the following: Governing Appointment
1. An employee of the company or 1. An employee of the company or of Independent
any of its affiliates. any of its affiliates. Directors and
1. A director or supervisor of the 2. A director or supervisor of the Compliance
company or any of its affiliates. company or any of its affiliates. Matters for The same does not apply, however, The same does not apply, Public in cases where the person is an however, in cases where the Companies”.
independent director of the person is an independent director company, its parent company, or of the company, its parent any subsidiary in which the company, or any subsidiary in company holds, directly or which the company holds, indirectly, more than 50 percent of directly or indirectly, more than the voting shares. 50 percent of the voting shares.
1. A natural-person shareholder who 3. A natural-person shareholder who holds shares, together with those holds shares, together with those held by the person's spouse, minor held by the person's spouse, children, or held by the person minor children, or held by the under others' names, in an person under others' names, in an aggregate amount of one percent or aggregate amount of one percent more of the total number of issued or more of the total number of shares of the company or ranking issued shares of the company or in the top 10 in holdings. ranking in the top 10 in holdings.
1. A spouse, relative within the 4. A spouse, relative within the second degree of kinship, or lineal second degree of kinship, or relative within the third degree of lineal relative within the fifth kinship, of any of the persons in degree of kinship, of any of the the preceding three subparagraphs. persons in the preceding three
1. A director, supervisor, or employee subparagraphs. of a corporate shareholder that 5. A director, supervisor, or directly holds five percent or more employee of a corporate of the total number of issued shares shareholder that directly holds

of the company or that holds shares ranking in the top five in holdings.

A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, provided that this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the TWSE or Traded on the GTSM.

five percent or more of the total number of issued shares of the company or that holds shares ranking in the top five in holdings.

A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof.

Article V The election of directors (including independent directors) is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the articles of incorporation of the company, and that shareholders shall elect directors (including independent directors) from among those listed in the slate of independent director candidates.

Article V The election of independent Duly amended directors is subject to the provisions of in accordance Article 192-1 of the Company Act in that with the law a candidate nomination system shall be “Corporate adopted, that such system shall be Governance expressly stated in the articles of Best-Practice incorporation of the company, and that Principles for shareholders shall elect independent TWSE/GTSM directors from among those listed in the Listed slate of independent director candidates. Companies”. Amended to

The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director (including independent director) candidates, the number of directors (including independent directors) to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be not less than 10 days. The Company may present a slate of director (including independent director) candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified candidates, submit it to the shareholders' meeting for elections:

A shareholder holding one percent or more of the total number of issued shares may present a slate of director (including independent director) candidates in writing to the company; the number of nominees may not exceed the number of directors (including independent directors)to be elected.
The board of directors presents a slate of director (including independent director) candidates; the number of nominees may not exceed the number of directors (including independent directors)to be elected.
Otherwise as designated by the competent authority.

When providing a recommended slate of director (including independent director) candidates under the preceding paragraph,

The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of independent director candidates, the number of independent directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be not less than 10 days.

The Company may present a slate of independent director candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified independent director candidates, submit it to the shareholders' meeting for elections:

A shareholder holding one percent or more of the total number of issued shares may present a slate of independent director candidates in writing to the company; the number of nominees may not exceed the number of independent directors to be elected.
The board of directors presents a slate of independent director candidates; the number of nominees may not exceed the number of independent directors to be elected.
Otherwise as designated by the competent authority.

When providing a recommended slate of independent director candidates under the preceding paragraph, a shareholder or the board of directors shall include in the

specify a candidate nomination system shall be adopted for the election of directors. Amended in accordance with Article 26.3 of Security and Exchange Act.

a shareholder or the board of directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as an independent director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof.

When calling a shareholders' meeting for the purpose of director (including independent director) elections, the board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each independent director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates:

Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the company under Article 165, paragraph 2 or 3 of the Company Act.
Where the number of nominees exceeds the number of directors (including independent directors) to be elected.
Where the relevant documentary proof required under the preceding paragraph is not attached.

The review process for director (including independent director) candidates shall be

documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as an independent director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof.

When calling a shareholders' meeting for the purpose of independent director elections, the board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each independent director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of independent director candidates:

Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the company under Article 165, paragraph 2 or 3 of the Company Act.
Where the number of nominees exceeds the number of independent directors to be elected.
Where the relevant documentary proof required under the preceding paragraph is not attached.

The review process for independent director candidates shall be documented

	documented and maintained for at least one year. However, if any shareholder files any litigation with regard to the election of anydirector (includingindependent director), the documents should be maintained until the end of the litigation. The Company shall make a public announcement on the list of candidates for directors (includingindependent directors), together with their educational backgrounds, experience and number of shares held, 40 days prior to the general shareholders meeting or 25 days prior to a special shareholders meeting. The Company shall also inform the shareholders of the review results. Reasons shall be provided for any nominated person who is not included in the list of candidates for directors (includingindependent directors). Board of directors shall collectively represent more than one-half of the shares and a director shall not have his/her spouse or a relative that is within second-degree of kinship on the board.	and maintained for at least one year. However, if any shareholder files any litigation with regard to the election of any independent director, the documents should be maintained until the end of the litigation. The Company shall make a public announcement on the list of candidates for independent directors, together with their educational backgrounds, experience and number of shares held, 40 days prior to the general shareholders meeting or 25 days prior to a special shareholders meeting. The Company shall also inform the shareholders of the review results. Reasons shall be provided for any nominated person who is not included in the list of candidates for independent directors.
	Article XVII The Rules were established on March 13, 1989. The First Amendment was made on May 19, 1998. The Second Amendment was made on May 21, 2002. The Third Amendment was made on June 21, 2007. The Fourth Amendment was made on June 19, 2012. The Fifth Amendment was made on June 19, 2013.	Article XVII The Rules were established on March 13, 1989. The First Amendment was made on May 19, 1998. The Second Amendment was made on May 21, 2002. The Third Amendment was made on June 21, 2007. The Fourth Amendment was made on June 19, 2012.	Addition of Amendment date.

Attachment 9

Lite-On Technology Corporation “Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents before and after Amendment in Comparison


Contents after Amendment	Contents before Amendment	Explanation
1.1 Purpose This Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees (“the Regulation” hereinafter) are based on the "Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees by Public Companies" promulgated by the Financial Supervisory Commission. All loaning and endorsements / guarantees by the Company must be carried out in accordance with this Regulation, unless otherwise stipulated in the law.	1.1 Purpose This Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees (“the Regulation” hereinafter) are based on the "Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees by Public Companies" promulgated by the Financial Supervisory Commissionof the Executive Yuan.All loaning and endorsements / guarantees by the Company must be carried out in accordance with this Regulation, unless otherwise stipulated in the law.	Duly amended in accordance with the law.
2.2 Borrowing Limits 2.2.4 Although financing between companies in which the Company’s directly and indirectly holds 100% of the voting shares is not limited to 40% of lender’s net worth as stated in its most recent financial statements,the lender shall establish a lending limit.	2.2 Borrowing Limits 2.2.4 Financing between companies in which the Company’s directly and indirectly holds 100% of the voting shares is not limited to 40% of lender’s net worth as stated in its most recent financial statements.	Duly amended in accordance with the law and to reinforce risk control.
2.4 Loan Tenure and Interest 2.4.1 The tenure of loans from the Company is limited to one year. Although financing between overseas companies in which the Company’s directly and indirectly holds 100% of the voting shares is free from the aforementioned restriction but the lender shall establish the tenure. 2.4.2 Interests are calculated based on the Company’s cost of funding from financial institutions with 1% mark-up and shall be paid on a monthly basis. Interests for lending to companies in which the Companydirectlyand	2.4 Loan Tenure and Interest 2.4.1 The tenure of loans from the Company is limited to one year.Extensions for loans between overseas companies in which the Company’s directly and indirectly holds 100% of the voting shares shall be carried out in accordance with the requirements in 2.3.1. 2.4.2 Interests are calculated based on the Company’s cost of funding from financial institutions with 1% mark-up and shall be paid on a monthly basis. Interest for lending to companies in which the Company directlyand indirectlyholds 100% of is	Duly amended in accordance with the law and to reinforce risk control.

	indirectly holds 100% of is exempt from such restrictionsbut shall not be lower than the Company’s term deposit rates offered by financial institutions.		exempt from such restrictions.
	3.3 The Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.		3.3 the	Duly amended in accordance with the law.
	5. Information Disclosure In addition to the information in 5.1 or that required by law, the Company shall, as required by the regulators, announce and report such event within two dayscommencing immediately from the date of occurrence, if loan of funds reaches one of the following levels. Date of occurrence”in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. 5.2.2 Endorsement/ Guarantee Amount 5.2.2.3 The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, investment ofalong-termnaturein, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement.		5. Information Disclosure In addition to the information in 5.1 or that required by law, the Company shall, as required by the regulators, announce and report such event within two days from the date of occurrence, if loan of funds reaches one of the following levels: 5.2.2 Endorsement/ Guarantee Amount 5.2.2.3 The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, investment of long-term in and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement.	Duly amended in accordance with the law.

	7. The measures were established on May 13 ~~th~~ , 2003. The 1st Amendment was made on June 15 th , 2004. The 2nd Amendment was made on June 21 st , 2006. The 3rd Amendment was made on June 21 st , 2007. The 4th Amendment was made on June 22 nd , 2009. The 5th Amendment was made on June 15 nd , 2010. The 6th Amendment was made on June 19 nd , 2012. The 7th Amendment was made on June 19 nd , 2013.	7. The Measures were established on May 13 th , 2003. The 1st Amendment was made on June 15 th , 2004. The 2nd Amendment was made on June 21 st , 2006. The 3rd Amendment was made on June 21 st , 2007. The 4th Amendment was made on June 22 nd , 2009. The 5th Amendment was made on June 15 nd , 2010. The 6th Amendment was made on June 19 nd , 2012.	Addition of date of amendment

Attachment 10

Lite-On Technology Corporation

Rules of Procedure for Shareholders Meetings, Contents Before and After Amendment in Comparison

Contents after Amendment	Contents before Amendment	Explanation
1. To establish a strong governance system and sound supervisory capabilities for this Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	I. The Company’s Shareholders' Meeting (the "Meeting") shall be conducted in accordance with the Rules and Procedures of Shareholders’ Meetings (the “Rules and Procedures”).	These rules are amended in accordance with the Sample Rules of Procedure for Shareholders Meetings published by Taiwan Stock Exchange to strengthen corporate governance and to reflect operation needs.
2. The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.	II. Shareholders attending the Meeting (or proxies present for and on behalf of shareholders) shall sign-in the presence by means of submitting the notice of attendance.
3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the CompanyAct.	III. The chairperson shall call the Meeting to order when shareholders who represent a half or more of shares issued attend the Meeting. If the number of shareholders attending the Meeting is less than the specified quorum when it exceeds the meeting time, the chairperson may announce a postponement. If the number of shareholders attending the Meeting is less than the specified quorum after two postponements and shareholders who represent one-third of share issued attend the Meeting, the case shall be duly handled in accordance with Article 175 of the Company Law that “a tentative resolution may be passed by a majority of those present voting rights”. During the process of the aforementioned tentative resolution, if the number of shareholders attending the Meeting meets the specified quorum, the chairperson may call the Meeting to order forthwith and the tentative decision so resolved shall be

	submitted to the Meeting for acknowledgement.
4. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meetingbytheproxyshallprevail.	IV. The agenda of the Meeting shall be set forth by the Board of Directors. The “Meeting Agenda Handbook” shall be published and distributed to all shareholders attending the Meeting or proxies. The entire meeting shall be duly handled exactly in accordance with the scheduled procedures.
5. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.	V. During the course of the meeting, the chairperson may determine an appropriate period of time and announce a recess.

6. This Company shall furnish the shareholders meeting notice with the time and venue for signing in. The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge. Shareholders or their proxies (collectively, “shareholders”) shall submit Notice of attendance when signing in. Shareholders shall attend a shareholder meeting on the basis of the attendance card or other supporting document. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.	VI. When a shareholder present at the Meeting wishes to speak, a Speech Note shall be filled out with a summary of the speech, the shareholder's number and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chairperson.
7. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the chairperson	VII. No shareholder (or proxy) shall, for each discussion item, speak for more than 5 minutes or more than two times. In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item or does not conform to the meeting procedures, the chairperson may stop or terminate the speech of such shareholder. Other shareholder(s) attending the Meeting may, as well, ask the chairperson to do so.

does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair. The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the Notice of attendance handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such

VIII. Where a corporate shareholder is authorized to attend the Meeting, the corporate shareholder may designate only one representative to attend the Meeting. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative may speak for each discussion item. IX. During discussion of an issue, the chairperson may announce conclusion of the discussion in due time and may announce termination of the discussion as necessary. Then the chairperson shall put the issuance into the voting process.

postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the CompanyAct.
10. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shallpromptlyassist the attending	X. In the event that the Chairperson adjourns the Meeting in violation of thee Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairperson to continue the Meeting.

shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the

XI. Unless otherwise provided for in the Company Law or the Company’s Articles of Incorporation, decisions in the Meeting shall be resolved by a majority vote cast by shareholders attending the meeting. During the voting process, an issue is deemed as having been duly resolved if no shareholder objects in response to consultation by the chairperson and the issue so resolved is equally valid as the one resolved through casting of ballots. In case an objection is heard, the chairperson may call the time for counter voting to computer the ballots of the objecting shareholders and abstaining shareholders to calculate the number of weights. Other shareholders who do not object shall be deemed as in support of the issue. Any issue so resolved shall be deemed equally valid as one resolved through casting of ballots.

same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
12. Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.	XII. Any matters insufficiently provided for herein shall be subject to the Company Law and the Company’s Articles of Incorporation and other applicable laws and ordinances.
13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholders meeting,it mayallow the shareholders to	(Newly established)

exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be established in accordance with the laws and shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results shall be reported on-site immediatelyand recorded in writing.
14. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately.	(Newly established)

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
15. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be distributed in accordance with the Company v Act. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.	(Newly established)
16. On the day of a shareholders meeting, this Corporation 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. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.	(Newly established)
17. At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than thepublic address equipment	(Newly established)

set up by this Corporation, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct relevant personnel to escort the shareholder from the meeting.
18. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the CompanyAct.	(Newly established)
19. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.	XIII. These Rules, and any amendments hereto, shall be implemented after adoption byshareholders meetings.	Article No. altered.
20. The Measures were established on March 13, 1989. The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002. The 3rd Amendment was made on June 19, 2013.	XIV. The Measures were established on March 13, 1989. The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002.	Addition of date of amendment

Appendix 1

Lite-On Technology Corporation Rules and Procedures of Shareholders’ Meeting

I.

The Company’s Shareholders' Meeting (the "Meeting") shall be conducted in accordance with the Rules and Procedures of Shareholders’ Meetings (the “Rules and Procedures”).

II. Shareholders attending the Meeting (or proxies present for and on behalf of shareholders) shall sign-in the presence by means of submitting the notice of attendance.

III. The chairperson shall call the Meeting to order when shareholders who represent a half or more of shares issued attend the Meeting. If the number of shareholders attending the Meeting is less than the specified quorum when it exceeds the meeting time, the chairperson may announce a postponement. If the number of shareholders attending the Meeting is less than the specified quorum after two postponements and shareholders who represent one-third of share issued attend the Meeting, the case shall be duly handled in accordance with Article 175 of the Company Law that “a tentative resolution may be passed by a majority of those present voting rights”. During the process of the aforementioned tentative resolution, if the number of shareholders attending the Meeting meets the specified quorum, the chairperson may call the Meeting to order forthwith and the tentative decision so resolved shall be submitted to the Meeting for acknowledgement.

IV.

VI.

VII.

The agenda of the Meeting shall be set forth by the Board of Directors. The “Meeting Agenda Handbook” shall be published and distributed to all shareholders attending the Meeting or proxies. The entire meeting shall be duly handled exactly in accordance with the scheduled procedures.

During the course of the meeting, the chairperson may determine an appropriate period of time and announce a recess.

When a shareholder present at the Meeting wishes to speak, a Speech Note shall be filled out with a summary of the speech, the shareholder's number and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chairperson.

No shareholder (or proxy) shall, for each discussion item, speak for more than 5 minutes or more than two times. In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item or does not conform to the meeting procedures, the chairperson may stop or terminate the speech of such shareholder. Other shareholder(s) attending the Meeting may, as well, ask the chairperson to do so.

IX.

During discussion of an issue, the chairperson may announce conclusion of the discussion in due time and may announce termination of the discussion as necessary. Then the chairperson shall put the issuance into the voting process.

X. In the event that the Chairperson adjourns the Meeting in violation of thee Rules and Procedures, the

shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairperson to continue the Meeting.

XI. Unless otherwise provided for in the Company Law or the Company’s Articles of Incorporation, decisions in the Meeting shall be resolved by a majority vote cast by shareholders attending the meeting. During the voting process, an issue is deemed as having been duly resolved if no shareholder objects in response to consultation by the chairperson and the issue so resolved is equally valid as the one resolved through casting of ballots. In case an objection is heard, the chairperson may call the time for counter voting to computer the ballots of the objecting shareholders and abstaining shareholders to calculate the number of weights. Other shareholders who do not object shall be deemed as in support of the issue. Any issue so resolved shall be deemed equally valid as one resolved through casting of ballots.
XII. Any matters insufficiently provided for herein shall be subject to the Company Law and the Company’s Articles of Incorporation and other applicable laws and ordinances.
XIII. These Rules and Procedures shall be effective from the date they are approved by the Shareholders' Meeting. The same applies in case of revision.
XIV. These Rules and Procedures were duly enacted on March 13, 1989. These Rules and Procedures were duly amended on May 19, 1998 as the 1st amendment. These Rules and Procedures were duly amended on May 21, 2002 as the 2nd amendment.

Appendix 2

Lite-On Technology Corporation

Articles of Incorporation

Chapter One General Provisions

Article I The Company is duly incorporated in accordance with provisions governing limited companies under the Company Law in the full name of Lite-On Technology Corporation (Hereinafter referred to as the “Company”).

Article II

The Company shall engage in the following business:

C804020 Manufacture of industry-oriented rubber products.
C805050 Manufacture of industry-oriented plastic products.
CB01010 Manufacture of machinery & equipment
CB01020 Business machinery manufacture.
CC01120 Data storage media manufacture and duplication.
CC01030 Manufacture of electrical appliance and audio and visual electronic products.
CC01080 Manufacture of electronic parts & components.
CC01060 Manufacture of wire communications machinery & equipment.
CC01070 Manufacture of wireless communications machinery & equipment.
CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture.
CD01030 Manufacture of automobile and automobile parts & components.
CE01030 Manufacture of Optical instrument.
CH01040 Manufacture of toy.
CQ01010 Manufacture of mold.
F106030 Mold wholesale.
F206030 Mold retail.
F109040 Cultural, educational, music and recreational article & instrument wholesale.
F209030 Cultural, educational, music and recreational article & instrument retail.
F113030 Precise instrument wholesale.
F213040 Precise instrument retail.
F111090 Building material wholesale.
F211010 Building material retail.
F113010 Machinery wholesale.
F213080 Machinery & appliance retail.
F114030 Automobile, motorcycle parts & accessories wholesale.
F214030 Automobile, motorcycle parts & accessories retail.
F119010 Electronic material wholesale.
F219010 Electronic material retail.
F118010 Information software wholesale.
F218010 Information software retail.
F113020 Electrical appliance wholesale.

F213010 Electric appliance retail.
F113050 Computer & business machinery & equipment wholesale.
F213030 Computer & business machinery & equipment retail.
F113070 Telecommunication equipment wholesale.
F213060 Telecommunication equipment retail .
F401010 International trade.
F401021 Import of controlled telecommunication frequency RF equipment.
I103060 Management consultancy.
I102010 Investment consultancy.
I503010 Landscaping, interior design business.
I501010 Product design business.
I301010 Information software services.
G801010 Warehousing services.
E801010 Interior decoration services.
H701010 Housing and building development, lease and sales.
ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.

Article III The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors.

The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Law.

The Company may act as a guarantor externally as required for business.

Chapter Two Shares

Article IV The total capital of the Company amounts to Thirty-Five Billion New Taiwan Dollars, divided into 3.5 billion shares at Ten New Taiwan Dollars par value each. The Board of Directors is authorized with full powers to issue shares in partial installments. Preferred shares may be issued within the total capital. Of the total number of shares aforementioned, one hundred million shares are reserved to be issued as stock options, preferred shares with stock options or corporate bonds with stock options ready for exercise of options.
Article IV-1 The Company may issue employee stock options at an issuing price lower than the closing price of the Company’s common shares on the date of issuance only upon the decision resolved by two thirds of present shareholders who represent a majority of the total issued shares in the shareholders’ meeting.
When the Company intends to transfer shares to employees at a price lower than the average of actual repurchase prices, such transfer shall be duly posed at the latest shareholders’ meeting to be resolved by two thirds of votes in the shareholders’ meeting where present shareholders represent a majority of the total issued shares.
Article V The Company’s shares are registered ones, which shall be duly signed and sealed by a minimum of three directors and issued after duly authenticated by the competent authority

	or the issuance registry entity approved by the competent authority. For the shares issued by
	the Company, the Company may be exempted from printing share certificates but shall have
	the shares so issued duly registered with the centralized securities depository enterprise.
Article VI	Unless otherwise prescribed in laws, the Company shall manage share transfer, pledge of
	rights, register for loss, succession, gift, change in address, report-for-loss and replacement
	of registered specimen seals exactly in accordance with the “Regulations Governing Equity
	Affairs of Public Companies”.
Article VII	No transfer of shares shall be handled within sixty days prior to the regular shareholders’
	meeting, or within thirty days prior to a special meeting of shareholders, or within five days
	prior to the record (base) date scheduled to distribute dividends, bonuses or other benefits.
Chapter Three	Shareholders’ meeting
Article VIII	The shareholders' meeting hereof is in two categories: regular meetings and special
	meetings. The former is convened once a year within six months from the closing of each
	fiscal year and the latter may be duly called whenever necessary.
Article IX	A shareholder who is unavailable to attend the shareholders' meeting may duly present a
	power of attorney with the form provided by the Company, bearing the scope of the
	authorized powers to authorize a proxy to attend on-behalf. The power of attorney shall be
	duly used in accordance with applicable laws and ordinances and the rules promulgated by
	the competent authority.
Article X	The shareholders’ meeting convened by the Board of Directors shall be chaired by the
	chairman. During the chairman’s absence or unavailability for performance of duties, the
	substitution shall be duly handled in accordance with Article 208 of the Company Law. In
	the event that the shareholders’ meeting is convened by a person beyond the Board of
	Directors, the shareholders’ meeting shall be chaired by that convener. In case of two or
	more conveners, one of them shall be elected to chair the meeting.
Article XI	The Company’s shareholders are entitled to one voting right per share, provided that
	shareholders have no voting right for shares held under Article 179 of the Company Law.
Article XII	Unless otherwise provided for in applicable laws and regulations, decisions in the
	shareholders' meeting shall be resolved by a majority of votes in the meeting where present
	shareholders represent a majority of the total issued shares.
Article XIII	Minutes of the shareholders' meeting shall be duly recorded to cover the decisions resolved,
	to be duly signed or affixed by the chairperson and delivered to all shareholders within
	twenty days after the meeting and be distributed to all shareholders of the
	company in accordance with Company Law. The minutes shall include the month, date, year,
	location, the chairperson’s name, method to resolve a decision, the highlights of
	discussion and results thereof. The minutes of the shareholders’ meeting shall be archived
	in the Company along with the shareholders’ sign-in book and powers of attorney
	presented by proxies according to law.

Chapter Four Directors and Audit Committee

Article XIV The Company has seven to eleven directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company. The aforementioned number of directors shall include a minimum of three independent directors (including a minimum of one independent director in the expertise of accounting or finance), and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. The independent directors are elected in a candidate nomination system. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs. The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority. Article XV The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors, one chairman shall be duly elected. In the same manner, one vice chairman shall be elected as necessary. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally and preside over all the Company’s business affairs, as assisted by the Vice Chairman. Article XVI Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly held to elect ones supplementarily to serve the tenure of office remaining by the predecessors. Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meeting whenever the chairman considers it necessary or on the requisition of two or more directors. Board of Directors meetings shall be convened and chaired by the chairman in all cases. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law.

Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person. Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors meeting shall be resolved by a majority of votes in the meeting where attending directors

represent a majority of the total number of directors. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Law.

Article XIX Minutes of a board of directors meeting shall be duly recorded, to be duly signed and affixed seal by the chairperson and delivered to all directors within twenty days after the meeting. The minutes shall include the highlights of discussion and results thereof. The minutes of the board of directors meeting shall be archived in the Company along with the directors’ sign-in book and powers of attorney presented by proxies according to law.
Article XX Organization, authority of office, rules and procedures of meetings and other matters to be complied with of the Company’s Audit Committee shall be in conformity with the requirements of the competent authority.
Article XX-1 Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and abroad.
Article XX-2 The Company may purchase liability insurance for directors for the term of their office to insure them for potential risk in exercise of their duties.

Chapter Five Managers and staff members

Article XXI The Company may, as resolved in the Board of Directors, have a certain number of manages all of whom shall be duly appointed, discharged and paid in accordance with Article 29 of the Company Law.

Chapter Six Accounting

Article XXII Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and submit such documents to the shareholders' meeting for adoption. In case of other requirements set forth in the Securities and Exchange Law or other laws and ordinances concerned, such Securities and Exchange Law and other laws and ordinances concerned shall govern. 1. Business report; 2. Financial Statements; and 3. Proposals of profit appropriation or loss coverage.
Article XXIII The Company is currently operating at the growing phase. In consideration of expansion of future operation, needs for working capital and the impact of the taxation system on the Company and shareholders, the Company will distribute dividends where cash dividends shall not be less than 10% of the total dividends distributed in the year.
Article XXIV From the profit earned in current year, the Company shall pay taxes and make up any previous loss, if any, then withhold 10% for legal reserve, then provide or reverse special reserve as required by competent authority. The balance added with unallocated earnings accumulated previously will be duly allocated at the following ratio after certain earnings is set aside for business growth.
Bonus to employees: no less than 1%

Remuneration to directors: no more than 1.5%
Remainder thereafter, to be dividends to shareholders

As to the bonus to employees mentioned in the preceding paragraph, if the bonus is dispersed in stocks, beneficiaries may include employees of affiliates. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation.

Chapter Seven	Bylaws
Article XXV	The Company’s organizational regulations and operational rules shall be separately enacted
	by the Board of Directors.
Article XXVI	The Taiwan Depository & Clearing Corporation (TDCC) may request that the Company
	consolidate the shares to issue large denomination share certificates.
Article XXVII	Any matters insufficiently provided for in the Articles of Incorporation shall be subject to
	the Company Law and other applicable laws and ordinances.
Article XXVIII	The Articles of Incorporation and amendment hereof, if any, shall come into enforcement
	after being resolved in the shareholders’ meeting, submitted to and approved by the
	competent authority.
Article XXIX	The Articles were duly stipulated on March 13, 1989.
	The Articles were duly amended on March 20, 1990 as the 1st amendment.
	The Articles were duly amended on May 11, 1991 as the 2nd amendment.
	The Articles were duly amended on May 20, 1992 as the 3rd amendment.
	The Articles were duly amended on June 27, 1992 as the 4th amendment.
	The Articles were duly amended on June 21, 1993 as the 5th amendment.
	The Articles were duly amended on December 18, 1993 as the 6th amendment.
	The Articles were duly amended on May 30, 1995 as the 7th amendment.
	The Articles were duly amended on April 2, 1996 as the 8th amendment.
	The Articles were duly amended on May 6, 1997 as the 9th amendment.
	The Articles were duly amended on May 19, 1998 as the 10th amendment.
	The Articles were duly amended on June 21, 1999 as the 11th amendment.
	The Articles were duly amended on May 31, 2000 as the 12th amendment.
	The Articles were duly amended on April 19, 2001 as the 13th amendment.
	The Articles were duly amended on May 21, 2002 as the 14th amendment.
	The Articles were duly amended on August 5, 2002 as the 15th amendment.
	The Articles were duly amended on May 13, 2003 as the 16th amendment.
	The Articles were duly amended on June 15, 2004 as the 17th amendment.
	The Articles were duly amended on June 14, 2005 as the 18th amendment.
	The Articles were duly amended on June 21, 2006 as the 19th amendment.
	The Articles were duly amended on June 21, 2007 as the 20th amendment.
	The Articles were duly amended on June 25, 2008 as the 21st amendment.

The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment.

Appendix 3

Lite-On Technology Corporation

Regulations Governing Election of Directors

Article I Independent and non-independent directors of the Company shall be elected in accordance with these rules.
Article II The Company’s directors shall be elected by adopting the uni-nominal cumulative voting system. In the election of directors of the Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons. The names of voters may be represented by shareholders' numbers on ballots or numbers on attendance cards.

Article III Independent directors of the Company shall meet one of the following professional qualifications and shall have at least five years of work experience:

Teaching qualification or above in public or private university in departments of business, law, finance, accounting or other departments that is required by the Company’s business.
Judge, prosecutor, lawyer, accountant or special professional or technical personnel holding other certificates that require national examinations and required for the Company’s business.
Possesses work experience required for business, legal, financial, accounting or Company business.

At least one independent director of the Company must possess accounting or financial expertise. Any person with any of the following events may not serve as an independent director. Any person with any of the following events and who is already an independent director of the Company shall be dismissed from such position.

Any event under Article 30 of the Company Law.
Elected as government, juridical person or its representative in accordance with Article 27 of Company Law.
Violation of qualifications for independent directors provided under Rules for Establishment and Compliant Matters for Independent Directors of Publicly Listed Companies.

Article IV Independent directors of the Company may not have any of the following events during two years prior to the election and during the term of service:

Employee of the Company or its affiliate.
Director or supervisor of the Company or its affiliate, except independent directors of any company of which more than 50% of voting shares are directly or indirectly held by the Company.
Any natural person shareholder holding more than 1% of the total outstanding shares of the Company, or among the top ten shareholders holding the most shares in the Company, or such person’s spouse, minor children, or any beneficiary holder in the name of another person.

The spouse, second-level relative or immediate family within 5 levels of any person under any of the previous 3 subsections.
Director, supervisor or employee of any juridical person shareholder directly holding more than 5% of the total outstanding shares of the Company, or director, supervisor or employee of any juridical person shareholder that is among the five top shareholders holding the most shares in the Company.
Director, supervisor, officer or shareholder holding more than 5% of total shares of any specific company or institution that has financial or business dealing with the Company.
Professional person or proprietor, partner, director, supervisor, officer of any sole proprietorship, partnership, company or institution or the spouse thereof that provides business, legal, financial or accounting service or consultation to the Company or its affiliate.

If any independent director was once an independent director of the Company or its affiliate under subsection 2 of the previous section or of any specific company or institution that has financial or business dealing with the Company under subsection 6 of the previous section, but has since been dismissed from such position, the provision about the previous two years under the previous section shall not be applicable.

Specific company or institution referred to under subsection 6, section 1 means any company or institution with any of the situations with the Company:

Holds more than 20% but less than 50% of the total outstanding shares of the Company.
Any company and its director, supervisor and shareholder holding 10% of total outstanding shares of such company collectively hold more than 30% of the total outstanding shares of the Company, and there is record of past financial or business dealings between such two companies. The shares held by the above-mentioned persons include those held by his/her spouse, minor children and nominee holder.
Any other company or its affiliate which represent more than 30% of the total turnover of the Company.
Any other company or its affiliate from which the company obtains more than 50% of the quantity or total product purchase amount for main product raw materials (meaning more than 30% of total product purchase amount and indispensable key raw materials for production of products) or main products (meaning more than 30% of total turnover).

Affiliates as referred to in the previous section shall be determined in accordance with Financial and Accounting Standards No. 5 and No. 7 publicly announced by the Accounting Research and Development Foundation.

Independent directors may not serve as independent directors of more than three publicly listed companies.

Article V Election of independent directors of the Company shall be done by candidate nomination system as provided under Article 192-1 of the Company Law and it shall be provided in the articles of association that shareholders shall elect independent directors from a list of candidates. The Company shall make a public announcement about the period during which nominations for

candidates of independent directors shall be accepted, the number of independent directors to be elected, the place to accept nominations and other necessary matters prior to the date on which registration for transfer of shares shall be ceased before convening the shareholders meeting. The period for acceptance of nominees shall be no shorter than 10 days.

The Company may propose the list of candidates for independent directors in the following manners. The Board of Directors shall verify all qualifications required for independent directors and submit the candidates for election by the shareholder meeting.

Shareholders holding more than 1% of the total outstanding shares of the Company may propose the list of candidates for independent directors to the Company in writing. The number of nominees shall not exceed the number of independent directors to be elected.
The Board of Directors may propose the list of candidates for independent directors. The number of nominees shall not exceed the number of independent directors to be elected.
Other manners provided by the governing authority.

When the shareholders or Board of Directors proposes the recommendation list in accordance with the previous section, the list shall be accompanied by the name, educational background and experience of the nominees, consent letter to serve as independent director if elected, affidavit of no circumstance under Article 30 of Company Law and other relevant justifications. If the Board of Directors or other rightful persons convene a shareholders meeting, review shall be performed on nominees for independent directors. The nominees shall be included into the list of candidates for independent directors unless there is any of the following event(s):

The nominating shareholder failed to make the nomination within the period during which nominations are accepted pursuant to public announcement.
The nominating shareholder does not hold more than 1% of the total outstanding shares of the Company at the time when registration for transfer of shares is ceased in accordance with Section 2 or 3, Article 165 of the Company Law.
The number of nominees exceeds the number of independent directors to be elected.
Failure to attach relevant justifications provided under the previous section. The process of review of nominations for independent directors under the previous section shall be documented and maintained for at least one year. However, if any shareholder files any litigation with regard to the election of any independent director, the documents should be maintained until the end of the litigation.

The Company shall make a public announcement about the list of candidates for independent directors, together with their educational backgrounds, experience and number of shares held, 40 days prior to the general shareholders meeting or 25 days prior to a special shareholders meeting. The Company shall also inform the nominating shareholders of the review results. Reasons shall be provided for any nominated person who is not included in the list of candidates for independent directors.

Article VI The election for independent directors and non-independent directors shall be done at the same time and the number of elected persons shall be calculated separately. The persons winning the most ballots shall be elected as independent directors and non-independent directors. If two or

more persons win the same number of ballots and if the number of positions to be elected has been exceeded, a random draw shall be performed. If any candidate is not present at the election, the chairman shall perform the random draw on behalf of the candidate.

If the results of the election show that none of the persons winning the most number of ballots possesses any accounting or financial expertise, the ballots won by the candidates with accounting or financial expertise shall be calculated separately and the one person winning the most ballots shall be elected. The remaining seats shall be filled in accordance with the previous section.

If any independent director elected by the shareholders meeting should be dismissed due to any violation of Article 3 or 4 hereof during his/her term, the person shall not be turned into a non-independent director. Any person elected as non-independent director by the shareholders meeting shall not be turned into an independent director during the term.

Article VII All shareholders whose names appear in the Company’s shareholders register shall be entitled to vote.
Article VIII The ballots shall be prepared and issued by the Board of Directors, numerated in accordance with the shareholders number and the number of ballots for each shareholder shall be specified.
Article IX During election, the Chairman shall report and designate one or more voting monitors and ballot counters to perform relevant duties.
Article X The voters shall fill out the name of the candidate on the “candidate” column on the ballot. The shareholders number or ID number or uniform number shall also be specified. If the candidate is a juridical person, the name of such juridical person and the name of its representative shall be specified and the shareholders number or ID number or uniform number shall also be specified.

Article XI Any ballot with any of the following events shall be null:

Voting in lieu of ballot prepared by the Company.
Inserting a blank ballot into the voting box.
Illegible markings or alterations.
Failure to fill out the name of the candidate or shareholder number (or ID number).
The name of the candidate is the same as other shareholder and the shareholder number of ID number is not identified.
Filling out two or more candidates in the same ballot.
Other text is affixed in addition to the name of the candidate or shareholder number (ID number) and the number of voting rights allocated.
If the candidate is a shareholder, inconsistency in name or shareholder number with the shareholders register. If the candidate is not a shareholder, inconsistency in name or ID number after verification.
Other violations of law, articles of association or relevant rules.

Article XII The voting box shall be prepared by the board of Directors and shall be open for verification on site by the voting monitor.
Article XIII Ballots shall be opened on site after voting is completed and the results shall be announced by the Chairman or designated person on site.
Article XIV An election notice shall be issued to each elected director by the Board of Directors and the elected director shall sign a consent letter.
Article XV Any matter that is not included in these rules shall be handled in accordance with Company Law or relevant laws and regulations.
Article XVI These rules, including any amendment hereof, shall be implemented after approval by the shareholders meeting.

Article XVII These rules were established on 13 March 1989. First amendment was made on 19 May 1998. Second amendment was made on 21 May 2002. Third amendment was made on 21 June 2007. Fourth Amendment on June 19, 2012.

Appendix 4

List of Candidates for Independent Directors

No.	Shareholder Account Number	Name	Major Educational Background and Experience
1	441272	Harvey Chang	Current Position: � Chairman, TVBS � Chairman, Via On Demand � Chairman, IC Broadcasting Co., Ltd. � Director, CX Technology Corporation Educational Background: � MBA, Wharton Business School, University of Pennsylvania � Bachelor of Science, Department of Geosciences, National Taiwan University Experience: � President and CEO, Taiwan Mobile � Senior Vice President and CFO, Taiwan Semiconductor Manufacturing Company Limited � Chairman, China Securities Investment Trust Corp. � President, China Development Trust Corp. � President, China Securities Corp. � Trust Division Manager and Overseas Division Manager,Bank ofCommunications
2	435271	Kuo-Feng Wu	Current Position: � Independent Director, Wistron Corporation � Director, Finance and Economics Research and Education Foundation � Independent Supervisor, Advantech Co., Ltd. Educational Background: � Bachelor of Laws, Department of Economic Law, National Chung Hsing University Experience: � Chairman, KPMG � Senior CPA, KPMG � Director, Taipei City CPA Association � Managing Director, National Federation of Certified Public Accountants Association of the R.O.C. � Independent Supervisor, Wistron Corporation � Supervisor, Darfon Electronics Co., Ltd. � Vice Chairman of Financial Accounting Standards Committee, Accounting Research and Development Foundation � Chairman of Accounting Practice Committee, Taiwan Accounting Association � Supervisor, Tynsolar Corporation � Chairman of International Affairs Committee, National Federation of Certified Public Accountants Association of the R.O.C.
3	435270	Edward Yang	Current Position: � Independent Director, Pericom Semiconductor � Partner, iD Ventures America, LLC � Director, Sifotonics Technologies � Director, GTV Fund � Director, Applied BioCode Educational Background � Stanford Executive Program(SEP), Stanford

No.	Shareholder Account Number	Name	No. of Shares Held		Major Educational Background and Experience
					University � Master of Science in Electrical Engineering Science, Oregon State University � Bachelor of Science in Electrical Engineering, National Cheng Kung University Experience: � Independent Director, FocalTech � Independent Director, Silicon Storage Technology � Member of Prospective Technology Steering Committee, Industrial Technology Research Institute � Member of Strategy Steering Committee, Institute for Information Industry � Member of Engineering School Consulting Committee, San Jose State University � Vice President and CTO, Personal Product Group, HP � Vice President and CTO, Business Product Group, HP � President of Singapore Network and Telecommunications System Business Division, HP � Chairman, Mount Jade Science and Technology Association � Chairman, Chinese Institute of Engineers � Chairman, Information Service Industry Association of R.O.C. � Director,U-Systems Inc.

Appendix 5

Impact of issuance of stock dividends proposed in this shareholders’ meeting upon the Company’s business performance, earning per share (EPS) and shareholder investment return

Item	Year	Year	2013
Paid-in capital,	beginningofyear		NT$22,953,153,540
	Cash dividendsper share
			NT$2.35
Distribution of

	0.005 shares distributed per share for new share
dividends in
			NT$0.05
	issuance through capitalization of earnings

the year (Note
	Number of shares distributed per share for new
1)
			-
	share issuance through stock dividends


Change of Operational Performance	Operating Profit		(Note 2)
	YOYpercentage change in operating profit
	Net income
	YOYpercentage change in net income
	EPS
	YOYpercentage change in ETP
	Annualized average rate of investment return (annualized average inverse PE ratio)
Pro forma EPS and PE ratio	In case that the capital increase through stock dividends is replaced by distribution of cash Dividends	Pro forma EPS
		Pro forma annualized average rate of investment return
	In case there is no capital share increase through stock dividends	Pro forma EPS
		Pro forma annualized average rate of investment return
	In case there is no capital share increase through stock dividends and capital increase through stock dividends is replaced by distribution of cash dividends	Pro forma EPS
		Pro forma annualized average rate of investment return

Note 1: To be approved by 2013 general shareholders’ meeting Note 2: In accordance with the “Guidelines for Disclosure of the Financial Forecast by Public

Companies”, it is not necessary for the Company to disclose financial forecast information of 2013. Thus information related to change of operating performance and pro forma earnings per share and the PE ratio are not applicable.

Appendix 6

Information regarding bonus to employees and remuneration to directors

I. Please refer to Appendix 2 for information regarding bonus to employees and remuneration to directors set forth in the Articles of Incorporation of the Company.
II. Information on proposed amounts of bonus to employees and remuneration to directors adopted by the Board of Directors is summarized as follows:

Earnings appropriation of the Company for 2012 has been approved by the Board of Directors on March 29, 2013. The proposed amounts to be distributed as bonus to employees and remuneration to directors are NT$897,799,227and NT$61,420,359, respectively. It is also proposed to issue stock bonus to employees in the amount of NT$171,009,376. The number of shares to be issued will be determined in accordance with the closing price of the day preceding the shareholders meeting, with the impact of ex-right and ex-dividend taken into account. The above-mentioned amounts of remuneration to directors, cash bonus to employees and stock bonus to employees have been accounted for as expenses in 2012. There is no inconsistency between the amounts accounted for and the amounts to be distributed as proposed by the Board of Directors.

Appendix 7

Lite-On Technology Corporation

The individual and overall shareholding by directors and supervisors as entered in the Register (Roster) of Shareholders is as follows:

I. In accordance with Article 26 of the Securities and Exchange Law, the Company’s directors and supervisors shall at least hold a total of 55,323,884 shares. As of April 21, 2013, the entire directors and supervisors of the Company held 189,956,537 shares.
II. The Company has established an Audit Committee; so the requirements for shareholding by supervisors are not applicable.
III. Shares held by Independent Directors are not counted towards the shares held by all directors.
IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is suspended, i.e., April 21, 2013.

Position	Name	Date when elected	Tenure of office	Number of shares held when being elected	Number of shares held on the date when transfer is suspended
Chairman	Raymond Soong	20100615	Three	76583640	77738111
		..	years	,,	,,
Vice Chairman	David Lin	2010.06.15	Three years	7,650,217	8,783,494
Director	Dorcas Investment Co., Ltd. RepresentativeJoseph Lin	2010.06.15	Three years	5,842,215	5,930,283
Director	Lite-On Capital Inc RepresentativeWarrenChen	2010.06.15	Three years	14,597,619	14,817,672
Director	Ta-Sung Investment Co., Ltd. Representative Keh-Shew Lu	2010.06.15	Three years	45,473,955	46,159,459
Director	Ta-Sung Investment Co., Ltd. Representative Rick Wu	2010.06.15	Three years	45,473,955	46,159,459
Director	Yuan Pao Development & Investment Co. Ltd. RepresentativeCHChen	2010.06.15	Three years	35,985,057	36,527,518
Director	Yuan Pao Development & Investment Co. Ltd. Representative David Lee	2010.06.15	Three years	35,985,057	36,527,518
Independent	KF W	20100615	Three
Director	uo-eng u	..	years	-	-
Independent	H Ch	20100615	Three
Director	arvey ang	..	years	-	-
Independent Director	Edward Yang	2010.06.15	Three years	-	-
The total of all directors				186,132,703	189,956,537

AI assistant

LTC — AGM Information 2013

51997_rns_2013-07-11_baed5723-3bb4-4e35-8f44-a0c69ba6ef6d.pdf

Lite-On Technology Corporation

Meeting Agenda

Lite-On Technology Corporation

Meeting Procedure for the Annual General Meeting of Shareholders for 2013

VI. Adjournment

Lite-On Technology Corporation

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

III. Reports on Company Affairs

IV. Proposals, Election and Discussions

Resolution

Resolution

Proposed by the Board of Directors

Proposed by the Board of Directors

VI. Adjournment

Letter to Shareholders

� Operating Performance

� Honors and Recognitions

� Development and Outlook

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Par Value)

LITE-ON TECHNOLOGY CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

AUDIT COMMITTEE REPORT

Lite-On Technology Corporation “Regulations Governing Procedure for Board of Directors Meetings”: Contents Before and After Amendment in Comparison

Article XV

Article XV

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2012

Remarks:

Lite-On Technology Corporation “Articles of Incorporation”, Contents before and after Amendment in Comparison

Article XIV

business.

Article XIV

Lite-On Technology Corporation “Regulations Governing Election of Directors” , Contents before and after Amendment in Comparison

Lite-On Technology Corporation “Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents before and after Amendment in Comparison

Lite-On Technology Corporation

Lite-On Technology Corporation Rules and Procedures of Shareholders’ Meeting

I.

IV.

VII.

IX.

Lite-On Technology Corporation

Chapter One General Provisions

Article II

Chapter Two Shares

Chapter Four Directors and Audit Committee

Chapter Five Managers and staff members

Chapter Six Accounting

Lite-On Technology Corporation

Regulations Governing Election of Directors

List of Candidates for Independent Directors

Impact of issuance of stock dividends proposed in this shareholders’ meeting upon the Company’s business performance, earning per share (EPS) and shareholder investment return

Information regarding bonus to employees and remuneration to directors

Lite-On Technology Corporation

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