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LTC AGM Information 2013

Jul 11, 2013

51997_rns_2013-07-11_ed06f66d-ce47-46e3-be09-f740eb6133e1.pdf

AGM Information

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Stock code 2301

Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2013

Meeting Minutes

Date: June 19, 2013

Lite-On Technology Corporation 2013 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 19, 2013

Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)

Attending shareholders and proxy representing: 1,870,354,568 shares (among them, 1,121,086,733 shares voted via electronic transmission), which accounts for 82.13% of total 2,277,183,082 outstanding shares (excluding 27,978,772 non-voting shares)

Non-shareholding attendees :

Deloitte Touche Tohmatsu International Taiwan , Clark Chen, CPA HUANG AND PARTNERS ATTORNEYS-AT-LAW Huang, Kuan Hao, Attorney

Chairperson: Raymond Soong, Chairman Recorder: Yiwen Hsieh

I. Chairman Called the Meeting to Order

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum.

II. Chairman’s Opening Remarks (omitted)

III. Reports on Company Affairs

  • i. 2012 Business Report (see Attachment 1)

  • ii. Audit Committee’s Review Report on 2012 Financial Statements (see Attachment 2~4)

  • 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” (see Attachment 5)

IV. Proposals, Election and Discussions

  • i. Proposal: Adoption of 2012 Financial Statements.

(Proposed by the Board of Directors)

Explanation:

  1. 2012 financial statements have been audited by Certified Public Accountant Ke, Jason and Certified Public Accountant Chang, Ching Fu of Deloitte

  2. 1 -

Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on March 29, 2013.

  1. The aforementioned financial statements and business report were reviewed by the Audit Committee.

  2. For the business report for Year 2012, please refer to Attachment 1.

  3. For the financial statements for Year 2012, please refer to Attachments 2 & 3.

  4. Please proceed to adopt.

Voting Result: 1,309,219,561 shares voted for the proposal

(among them, 712,508,873 shares voted via electronic transmission);

83,097 shares voted against the proposal

(among them, 83,097 shares voted via electronic transmission);

561,051,910 votes were either invalidly cast or abstained.

(among them, 408,494,763 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the

  • proposal exceeded the number of votes required by law and company policies.

ii. Proposal: Adoption of the Proposal for Appropriation of 2012 Earnings

  • (Proposed by the Board of Directors)

Explanation:

  1. 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.

  2. 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.

  3. Please refer to Attachment 6 for earnings appropriation.

  4. 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.

  5. For distribution of cash dividends, after resolution in this 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.

  6. Please proceed to adopt.

  7. 2 -

Voting Result: 1,317,207,495 shares voted for the proposal

(among them, 720,496,807 shares voted via electronic transmission);

83,228 shares voted against the proposal

(among them, 83,228 shares voted via electronic transmission);

553,063,845 votes were either invalidly cast or abstained.

(among them, 400,506,698 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

  • iii. Proposal: Dividends and employee bonuses payable in newly-issued shares of common stock for 2012 (Proposed by the Board of Directors)

Explanation:

  1. 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:

  2. Sources of funds:

  3. 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.

  4. 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.

  5. Terms of issuance:

  6. 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.

  7. 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

  8. 3 -

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 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.

  • Supplement information : Employee stock bonuses, which amounts to 3,668,941 new shares with value of NT$171,009,376, will be paid out in newly-issued stock. The number of shares issued is calculated based on Jun 18, 2013 closing price NT$49.2, with the impact of ex-right and exdividend taken into account. The fractional share less than one full share of NT$35 stock bonuses is paid in cash.

  • Please proceed to resolve.

Voting Result: 1,317,203,723 shares voted for the proposal

(among them, 720,493,035 shares voted via electronic transmission);

86,958 shares voted against the proposal

(among them, 86,958 shares voted via electronic transmission);

553,063,887 votes were either invalidly cast or abstained.

(among them, 400,506,740 shares voted via electronic transmission)

  • Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies. Shareholders dividends, which amounts to 11,489,926 new shares with face value of NT$114,899,260. Employee stock bonuses, which amounts to 3,668,941 new shares with value of NT$171,009,376 be issued. The fractional share less than one full share of NT$35 stock bonuses is paid in cash.

  • iv.Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.( Proposed by the Board of Directors)

Explanation:

  • 4 -

  • 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.

Voting Result: 1,317,201,785 shares voted for the proposal

(among them, 720,491,097 shares voted via electronic transmission);

87,963 shares voted against the proposal

(among them, 87,963 shares voted via electronic transmission);

553,064,820 votes were invalidly cast or abstained.

(among them, 400,507,673 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

v. Proposal: Amendment to “Regulations Governing Election of Directors”, please discuss and resolve. (Proposed by the Board of Directors)

Explanation:

  1. 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.

  2. Please refer to Attachment 8 for a comparison of the contents before and after amendment.

  3. Please refer to Appendix 3 for the full contents before amendment.

  4. Please discuss and resolve.

Voting Result: 1,317,200,704 shares voted for the proposal

(among them, 720,490,016 shares voted via electronic transmission);

89,044 shares voted against the proposal

(among them, 89,044 shares voted via electronic transmission);

553,064,820 votes were either invalidly cast or abstained.

(among them, 400,507,673 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

  • 5 -

vi. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, please discuss and resolve. (Proposed by the Board of Directors)

Explanation:

  1. 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.

  2. Please refer to Attachment 9 for a comparison of the contents before and after amendment.

  3. Please discuss and resolve.

Voting Result: 1,317,193,548 shares voted for the proposal

(among them, 720,482,860 shares voted via electronic transmission);

93,732 shares voted against the proposal (among them, 93,732 shares voted via electronic transmission);

553,067,288 votes were either invalidly cast or abstained.

(among them, 400,510,141 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

vii. Proposal: Amendment to “Rules of Procedure for Shareholders Meetings”, please discuss and resolve. (Proposed by the Board of Directors)

Explanation:

  1. 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.

  2. Please refer to Attachment 10 for a comparison of the contents before and after amendment.

  3. Please refer to Appendix 1 for the full contents before amendment.

  4. Please discuss and resolve.

Voting Result: 1,317,192,455 shares voted for the proposal

(among them, 720,481,767 shares voted via electronic transmission);

91,030 shares voted against the proposal

(among them, 91,030 shares voted via electronic transmission);

  • 6 -

553,071,083 votes were either invalidly cast or abstained. (among them, 400,513,936 shares voted via electronic transmission)

  • Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

  • viii. Election of the Board of Directors of the 9 th Term. (Proposed by the Board of Directors)

Explanation:

  1. 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.

  2. For candidates of independent directors of the 9 th term, please refer to Appendix 4.

  3. The directors of the 9 th term will serve a three-year term starting from June 19, 2013 to June 18, 2016.

Election result:For result of election and number of votes received, please refer to Attachment 11.

  • ix. Discussion of release of directors from non-competition restrictions. (Proposed by the Board of Directors)

Explanation:

  1. 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.”

  2. 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 noncompetition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests. (Posts held by elected directors were shown in the shareholders’ meeting)

  3. Please discuss and resolve.

Voting Result: 1,286,302,833 shares voted for the proposal

(among them, 689,592,145 shares voted via electronic transmission);

30,957,443 shares voted against the proposal

  • 7 -

(among them, 30,957,443 shares voted via electronic transmission);

553,094,292 votes were either invalidly cast or abstained.

(among them, 400,537,145 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

V. Provisional Motions: None

VI. Adjournment

There being no other special motion, upon a motion by the Chairman, the meeting was adjourned.

  • 8 -

Attachment 1

Lite-On Technology Corporation Business Report

Dear Shareholders,

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 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.

  • 9 -

� 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 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 cloudcomputing 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.

  • 10 -

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% shareholding 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 LiteonIT’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 crossmarketing. 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.

Person in charge:

Manager: Chief Accountant:

  • 11 -

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 equitymethod 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.

  • 12 -

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.

  • 13 -

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

  • 14 -

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)
  • 15 -

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)

  • 16 -

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)

  • 17 -

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)
  • 18 -

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)

  • 19 -

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.

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.

  • 20 -

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.

  • 21 -

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
%
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
$ 56,515,383
28
Short-term loans (Note 16)
111,584
-
Financial liabilities at fair value through profit or loss - current (Notes 2, 5 and 30)
9
-
Notes payable
82,039
-
Accounts payable
45,469,494
22
Accounts payable to related parties (Note 25)
1,099
-
Income tax payable (Notes 2 and 22)
955
-
Accrued expenses
1,575,370
1
Other payable to related parties (Note 25)
27,659,384
14
Advance receipts
38,294
-
Current portion of long-term bank loans (Notes 17 and 30)
4,024,067
2
Obligations under capital leases - current (Notes 18 and 30)
951,668
-
Product warranty reserve (Note 2)

355,282

-
Other current liabilities

136,784,628
67
Total current liabilities
LONG-TERM LIABILITIES, NET OF CURRENT PORTION
2,783,354
1
Long-term bank loans (Notes 17 and 30)
1,487,972
1
Hedging derivative liabilities - noncurrent (Notes 2 and 30)
3,590,108
2
Obligations under capital leases - noncurrent (Notes 18 and 30)

74,843

-
Total long-term liabilities

7,936,277

4
RESERVE FOR LAND VALUE INCREMENT TAX (Note 2)
OTHER LIABILITIES
2,746,331
1
Accrued pension costs (Notes 2 and 19)
19,560,099
9
Guarantee deposits received
40,574,926
20
Deferred income tax liabilities - noncurrent (Notes 2 and 22)
107,323
-
2,724,727
1
Total other liabilities
1,399,977
1

3,256,612

2
Total liabilities
70,369,995
34
32,273,396
16
SHAREHOLDERS' EQUITY OF PARENT COMPANY

790,279

-
Authorized 3,500,000 thousand shares; issued and outstanding 2,295,315 thousand shares
37,306,320
18
in 2012; 2,309,980 thousand shares in 2011

2,679,675

2
Advance receipts for common stock
Total capital stock

39,985,995
20
Capital surplus
Additional paid-in capital from share issuance in excess of par value
Bond conversion
14,698
-
Treasury stock transactions
14,261,731
7
Long-term stock investments
620,210
-
Merger

1,511,460

1
Employee stock options
Total capital surplus

16,408,099

8
Retained earnings
Legal reserve
Unappropriated earnings
113,843
-
Total retained earnings
135,538
-
Other equity
314,903
-
Cumulative translation adjustments
2,273,596
1
Net loss not recognized as pension cost

108,107

-
Unrealized loss on financial instruments
Unrealized loss on cash flow hedging

2,945,987

1
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
$ 204,060,986
100
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)

  • 22 -

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)

  • 23 -

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)
  • 24 -

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)

  • 25 -

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)

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
Consolidated net income in 2011
Unrealized valuation loss on available-for sale
financial assets
Change in translation adjustments
Effect of change in parent's equity in subsidiaries
Change in net loss not recognized as pension cost

BALANCE, DECEMBER 31, 2011
Conversion of advance receipts for common stock
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
Consolidated 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
Effect of change in parent's equity in subsidiaries

BALANCE, DECEMBER 31, 2012
Issued and Outstanding Capital Sto Issued and Outstanding Capital Sto ck(Note 20)
Advance
Receipts
for Common
Stock
$ -

-
-
-
-
-
-
-
-
-
-
-
-
-

-

-
-
-
-
-

-
6,840
-
-
-
-
-
-
-
-
-
-

-

$ 6,840
Capital Surplus(Notes 2 an Capital Surplus(Notes 2 an d 20) 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
Retained Earnings (Notes 2 a nd 20)
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
Net Loss Not
Translation
Recognized as
Adjustments
Pension Cost
(Note 2)
(Note 2)
$ 489,217
$ (22,338 )

-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

1,136,343
-
-
-

-

5,156

1,625,560
(17,182 )
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(12,354 )
-
-
(1,499,551 )
-

-

-

$ 126,009
$ (29,536)
Unrealized
Gain or Loss
on Financial
Instruments
(Notes 2
and 20)
$ 1,429,993

-
-
-
-
-
-
(666,937 )
-
-
-
(1,135,647 )
-
-

-

(372,591 )
-
-
-
-
-
-
-
-
-
(280,660 )
-
-
-
-
(24,184 )
-

-

$ (677,435)
Unrealized
Loss on
Cash Flow
Treasury Stock
Hedging
(Notes 2
(Note 2)
and 21)
$ (159,166 ) $ (1,857,643 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(6,059 )
-
-
-
-
-
-
-
-
-


-

-

(165,225 ) (1,857,643 )
-
-
-
-
-
-
-
-
-
753,570
-
-
-
-
-
-
-
-
-
-
-
-
63,662
-
-
-
-
-
-
-
-
-

-

-

$ (101,563)
$ (1,104,073)
Minority
Interest

(Note 2)
$ 18,874,015

-
-

-
-
-
-
-
-
-
2,495,850
-

-
(1,218,725 )

-

20,151,140

-
-
-

-
-
-
-
-
-
-
-
-
1,985,018
-
-
-

(2,097,181)

$ 20,038,977
Total
Shareholders'
Equity
$ 87,220,578
-
(6,356,926 )
(112,711 )
471,855
70,283
(2,152 )
(666,937 )
(48,471 )
(6,059 )
9,721,775
(1,135,647 )
1,136,343
(1,218,725 )

5,156
89,078,362
-
-
(5,174,335 )
-
-
27,245
156,080
55,853
1,828
(280,660 )
4,360
63,662
9,519,878
(12,354 )
(24,184 )
(1,499,551 )
(2,097,181)
$ 89,819,003
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)

  • 26 -

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)
  • 27 -

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)

  • 28 -

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

  • 29 -

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 otherprofessionals to attend
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 companymayalso
Duly amended in
accordance with the
laws.
  • 30 -
as nonvoting participantsand to make
explanatory statements, provided that they
shall leave the meeting when deliberation
or voting takes place.
as nonvoting participantsand to make
explanatory statements, provided that they
shall leave the meeting when deliberation
or voting takes place.
invite certificated public accounts,
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
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
Duly amended in
accordance with the
laws.
- 31 -

a major donation to a nonresolution at a shareholders' related party, provided that a meeting or board of directors public-interest donation of meeting, or any such disaster relief for a major significant matter as may be natural disaster may be prescribed by the competent submitted to the following authority. Independent board of directors meeting for directors shall attend in retroactive recognition. person any meeting concerning a matter that Any matter required by Article requires a resolution by the 14-3 of the Act or any other board of directors under law, regulation, or bylaw to be Article 14-3 of the Act, or approved by resolution at a shall appoint another shareholders' meeting or board independent director to of directors meeting, or any attend as his or her proxy. If such significant matter as may an independent director be prescribed by the competent objects to or expresses authority. reservations about the "related party" in subparagraph 7 related party" in subparagraph 7 " in subparagraph 7 in subparagraph 7 matter, it shall be recorded in of the preceding paragraph means a related the board meeting minutes; an independent director intending to express objection or reservations but - " related party unable to attend the meeting in person shall, unless there -year year is some legitimate reason to period to a single recipient, at an amount do otherwise, issue a written opinion in advance, which amount equal to or greater than 1 percent shall be recorded in the meeting minutes.

  1. 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 related party" in subparagraph 7 " in subparagraph 7 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 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.

  • 32 -
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 meetingminutes.
Article XV
If any director or a juristic person
represented by a director is an
interested party with respect to any
agenda item,the director shall state the
important aspects of the interested
party relationship at the respective
meeting.When the relationship is
likely to prejudice the interests of the
company, the director may not
participate in discussion or voting on
that agenda item, and further, shall
enter recusal during discussion and
voting on that item and may not act as
another director's proxy to exercise
voting rights on that matter.
The provisions of Article 180,
paragraph 2 of the Company Act, as
applied mutatis mutandis under Article
206, paragraph3of that Act, apply to
resolutions of board of directors
meetings when a board director is
prohibited by the preceding paragraph
from exercisingvotingrights.
Article XV
If any director or a juristic person
represented by a director is an
interested party with respect to any
agenda item,andthe relationship is
likely to prejudice the interests of
the company, the director may voice
his opinions and answer questions
raised by other directors without
participatingin discussion or voting
on that agenda item, and further,
shall enter recusal during discussion
and voting on that item and may not
act as another director's proxy to
exercise voting rights on that matter.
The provisions of Article 180,
paragraph 2 of the Company Act, as
applied mutatis mutandis under
Article 206, paragraph2of that Act,
apply to resolutions of board of
directors meetings when a board
director is prohibited by the
preceding paragraph from exercising
votingrights.
Duly amended in
accordance with the
laws.
Article XVI Article XVI Dulyamended in
  • 33 -
Minutes shall be prepared of the
discussions at board of directors
meetings. The meeting minutes shall
record the following:
1. Session (or year), time, and
place of meeting.
2. Name of the meeting chair.
3. Attendance of directors at the
meeting, specifying the names
and number of members
present, excused, and absent.
4. Names and titles of those
attending the meeting as
nonvoting participants.
5. Name of minutes taker.
6. Matters reported on.
7. 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
Minutes shall be prepared of the
discussions at board of directors
meetings. The meeting minutes shall
record the following:
1. Session (or year), time, and
place of meeting.
2. Name of the meeting chair.
3. Attendance of directors at
the meeting, specifying the
names and number of
members present, excused,
and absent.
4. Names and titles of those
attending the meeting as
nonvoting participants.
5. Name of minutes taker.
6. Matters reported on.
7. 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, paragraph2.
8. Extraordinary motions: the
name of the mover; the
method of resolution and the
result for each motion; a
summary of the comments
accordance with the
laws.
  • 34 -
Article 7, paragraph5.
8. 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 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.
9. 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 reporting
website designated by the Financial
Supervisory Commission:
1. Any matter about which an
independent director expresses
an objection or reservation that
has been included in records or
stated in writing.
2. Any matter that has not been
passed by the audit committee,
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.
9. 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 reporting website
designated by the Financial
Supervisory Commission of the
Executive Yuan:
1. Any matter about which an
independent director
expresses an objection or
reservation that has been
included in records or stated
in writing.
2. 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
  • 35 -
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.
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.
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
  • 36 -

Attachment 6

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2012

Lite-On Technology Corporation
Statement of Earnings Appropriation
Year 2012
Attachment 6 Attachment 6
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:

  1. 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.

  2. Special reserve is appropriated in accordance with Article 41 of Securities and Exchange Act and FinancialSupervisory-Securities No. 0950000507 of the Financial Supervisory Commission dated January 27, 2006.

  3. 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.

  4. 37 -

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.
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.
Duly amended
in accordance
with the
business line
codes
promulgated by
the Ministry of
Economic
Affairs.
  • 38 -
16. F206030 Mold retail.
17. F109070Cultural, educational,
music 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 .
16. F206030 Mold retail.
17. F109040Cultural, educational,
music 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 .
  • 39 -
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.
42. I501010 Product design business.
43. I301010 Information software
services.
44. G801010 Warehousing services.
45. E801010 Interior decoration
services.
46. H701010 Housing and building
development, lease and sales.
47. ZZ99999 The Company may,
other than those businesses
subject to special permission
(franchise), engage in all
businesses except those banned or
restricted bylaws.
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.
42. I501010 Product design business.
43. I301010 Information software
services.
44. G801010 Warehousing services.
45. E801010 Interior decoration
services.
46. H701010 Housing and building
development, lease and sales.
47. ZZ99999 The Company may,
other than those businesses
subject to special permission
(franchise), engage in all
businesses except those banned or
restricted bylaws.
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
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
Duly Amended
in accordance
with Corporate
Governance
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies.
  • 40 -

total number of director seats. Board total number of director seats. The of Directors (including independent independent directors are elected in a directors) are elected in a candidate candidate nomination system. The nomination system set forth in Article shareholders’ meeting shall elect the 192-1 of the Company Act. The right independent directors out of the shareholders’ meeting shall elect the list of candidates. Matters regarding right independent directors out of the independent directors’ professional list of candidates. Matters regarding qualification requirements, independent directors’ professional shareholding, restriction on concurrent qualification requirements, post, recognition of independence, shareholding, restriction on concurrent methods of nomination and election, post, recognition of independence, and other matters to be complied with methods of nomination and election, shall be duly handled in accordance and other matters to be complied with with the requirements promulgated by shall be duly handled in accordance the competent authority in charge of with the requirements promulgated by securities affairs. the competent authority in charge of The Company duly establishes the securities affairs. Audit Committee in accordance with The Company duly establishes the Article 14-4 of the Securities and Audit Committee in accordance with Exchange Law which shall be duly Article 14-4 of the Securities and organized by independent directors in Exchange Law which shall be duly full. organized by independent directors in The total number of the Company’s full. shares held by all directors shall not be The total number of the Company’s less than the percentage promulgated shares held by all directors shall not be by the competent authority. less than the percentage promulgated by the competent authority. Article XXIX Article XXIX Addition of date These Articles were duly established These Articles were duly established of amendment on March 13, 1989. on March 13, 1989. These Articles were duly amended on These Articles were duly amended on March 20, 1990 as the 1st amendment. March 20, 1990 as the 1st amendment. These Articles were duly amended on These Articles were duly amended on May 1, 1991 as the 2nd amendment. May 1, 1991 as the 2nd amendment. These Articles were duly amended on These Articles were duly amended on May 20, 1992 as the 3rd amendment. May 20, 1992 as the 3rd amendment. These Articles were duly amended on These Articles were duly amended on June 27, 1992 as the 4th amendment. June 27, 1992 as the 4th amendment. These Articles were duly amended on These Articles were duly amended on June 21, 1993 as the 5th amendment. June 21, 1993 as the 5th amendment.

  • 41 -

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. 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 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. 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.

  • 42 -

Attachment 8

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

Contents after Amendment Contents before Amendment Explanation
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:
1. An employee of the company or
any of its affiliates.
2. A director or supervisor of the
company or any of its affiliates.
The same does not apply,
however, in cases where the
person is an independent
director of the company, its
parent company, or any
subsidiary in which the
company holds, directly or
indirectly, more than 50 percent
of the voting shares.
3. A natural-person shareholder
who holds shares, together with
those held by the person's
spouse, minor children, or held
by the person under others'
names, in an aggregate amount
of one percent or more of the
total number of issued shares of
the company or ranking in the
top 10 in holdings.
4. A spouse, relative within the
second degree of kinship, or
lineal relative within thethird
degree of kinship, of any of the
persons in theprecedingthree
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:
1. An employee of the company
or any of its affiliates.
2. A director or supervisor of the
company or any of its
affiliates. The same does not
apply, however, in cases where
the person is an independent
director of the company, its
parent company, or any
subsidiary in which the
company holds, directly or
indirectly, more than 50
percent of the voting shares.
3. A natural-person shareholder
who holds shares, together
with those held by the person's
spouse, minor children, or held
by the person under others'
names, in an aggregate amount
of one percent or more of the
total number of issued shares
of the company or ranking in
the top 10 in holdings.
4. A spouse, relative within the
second degree of kinship, or
lineal relative within thefifth
degree of kinship, of any of the
persons in theprecedingthree
Duly
amended in
accordance
with the law
“Regulations
Governing
Appointment
of
Independent
Directors and
Compliance
Matters for
Public
Companies”.
  • 43 -
5.
6.
7.
.
subparagraphs.
A director, supervisor, or
employee of a corporate
shareholder that directly holds
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, 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.
subparagraphs.
A director, supervisor, or
employee of a corporate
shareholder that directly holds
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, 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.
subparagraphs.
5. A director, supervisor, or
employee of a corporate
shareholder that directly holds
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.
6. 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.
7. 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.
on the GTSM.
Article V The election of directors Article V The election of independent Duly
  • 44 -
(includingindependent 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 electdirectors
(includingindependent directors) from
among those listed in the slate of
independent director candidates.
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 ofdirector (including
independent director) candidates, the
number ofdirectors (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 (includingindependent
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:
1. A shareholder holding one
percent or more of the total
number of issued shares may
present a slate ofdirector
(includingindependent director)
candidates in writing to the
company; the number of
nominees may not exceed the
number ofdirectors (including
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
independent directors from among
those listed in the slate of independent
director candidates.
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:
4. 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
amended in
accordance
with the law
“Corporate
Governance
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies”.
Amended to
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.
  • 45 -

independent directors)to be elected.

  1. 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.

  2. Otherwise as designated by the competent authority.

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

directors to be elected.

  1. 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.

  2. 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 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:

  1. Where the nominating shareholder submits the nomination at a time not

  2. 46 -

  3. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.

  4. 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.

  5. Where the number of nominees exceeds the number of directors (including independent directors) to be elected.

  6. Where the relevant

  7. documentary proof required under the preceding paragraph is not attached.

The review process for director (including independent director) candidates shall be documented and maintained for at least one year. However, if any shareholder files any litigation with regard to the election of any director (including 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 directors (including 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

within the published period for receiving nominations.

  1. 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.

  2. Where the number of nominees exceeds the number of independent directors to be elected.

  3. Where the relevant documentary proof required under the preceding paragraph is not attached.

The review process for independent director candidates 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 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.

  • 47 -
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
fordirectors (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.
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.
  • 48 -

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
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
Duly
amended in
accordance
with the law
and to
reinforce risk
control.
  • 49 -
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
Company directly and indirectly holds
100% of is exempt from such restrictions
but shall not be lower than the Company’s
term deposit rates offered by financial
institutions.
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 directly and
indirectly holds 100% of is 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.
3.3In accordance with the requirements
of the Taiwan GAAP and Accounting
Department Research and Development
Foundation (note) the Financial
Accounting Standards No. IX,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 necessaryauditing procedures.
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 days
commencing 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
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
Companyand its subsidiaries for a
Duly
amended in
accordance
with the law.
  • 50 -
reaches NT$10 millions or more and the
aggregate amount of all
endorsements/guarantees for, investment of
along-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.
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.
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
  • 51 -

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
byan extraordinarymotion.
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 votingrights”. Duringthe
  • 52 -

A shareholder holding 1 percent or more process of the aforementioned of the total number of issued shares may tentative resolution, if the number of submit to this Company for discussion at shareholders attending the Meeting a regular shareholders meeting pursuant meets the specified quorum, the to Article 172-1 of the Company Act. 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 IV. The agenda of the Meeting shall shareholder may appoint a proxy to attend be set forth by the Board of the meeting by providing the proxy form Directors. The “Meeting Agenda issued by this Corporation and stating the Handbook” shall be published and scope of the proxy's authorization. distributed to all shareholders A shareholder may issue only one proxy attending the Meeting or proxies. The form and appoint only one proxy for any entire meeting shall be duly handled given shareholders meeting, and shall exactly in accordance with the deliver the proxy form to this Corporation scheduled procedures. 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 meeting by the proxy shall prevail. 5. The venue for a shareholders V. During the course of the meeting shall be the premises of this meeting, the chairperson may Corporation, or a place easily accessible determine an appropriate period of to shareholders and suitable for a time and announce a recess. shareholders meeting. The meeting may

  • 53 -

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. 6. This Company shall furnish the VI. When a shareholder present at shareholders meeting notice with the time the Meeting wishes to speak, a and venue for signing in. Speech Note shall be filled out with a The aforementioned time for signing in summary of the speech, the shall be at least 30 minutes before the shareholder's number and the name of shareholder meeting starts. There shall be the shareholder. The sequence of signs to direct shareholders to proceed to speeches by shareholders shall be the venue for signing in and personnel decided by the chairperson. 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, preprinted 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. 7. If a shareholders meeting is VII. No shareholder (or proxy) shall, convened by the board of directors, the for each discussion item, speak for meeting shall be chaired by the more than 5 minutes or more than two

  • 54 -

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 does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair.

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.

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.

  1. 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

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

  • 55 -

  • 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.

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.

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 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

  • 56 -

174 of the Company Act.

  1. 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 shall promptly assist the attending 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. 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or

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

  • 57 -

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 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

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.

  • 58 -

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. 13. A shareholder shall be entitled to (Newly established) 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 may allow the shareholders to 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.

  • 59 -

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 immediately and 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. 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

(Newly established)

  • 60 -
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 anydevice other than the
(Newly established)
  • 61 -
public address equipment 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 by
shareholders 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
  • 62 -

Attachment 11

LITE-ON CORPORATION

Election Result of the Board of Directors of the 9 th Term

Result of
Election
Shareholder
Account
Number

Name
Number of votes
received
Director
Director
Director
Director
Director
Director
Director
Director
Independent
Director
Independent
Director
Independent
Director
1
639
28383
617
59285
103603
59285
103603

435271

441272

435270
Raymond Soong
David Lin
Lite-On Capital Corporation
Representative Warren Chen
Dorcas Investment Co., Ltd.
Representative Joseph Lin
Ta-Sung Investment Co., Ltd.
Representative Keh-Shew Lu
Yuan Pao Development & Investment Co. Ltd.
Representative CH Chen
Ta-Sung Investment Co., Ltd.
Representative Rick Wu
Yuan Pao Development & Investment Co. Ltd.
Representative David Lee
Kuo-Feng Wu
Harvey Chang
Edward Yang
1,676,043,739
1,437,315,038
1,362,697,380
1,361,022,405
1,331,393,073
1,317,578,032
1,200,932,727
1,193,148,210
1,198,011,310
1,197,914,360
1,016,833,181
  • 63 -

Appendix 4

List of Candidates for Independent Directors

No. Shareholder
Account
Number
Name No. of
Shares Held
Major Educational Background and Experience
1 441272 Harvey
Chang
0 share 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 of Communications
2 435271 Kuo-Feng
Wu
0 share 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.
  • 64 -
No. Shareholder
Account
Number
Name No. of
Shares Held
Major Educational Background and Experience
3 435270 Edward
Yang
0 share 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
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.
  • 65 -