LTC - AGM Information 2014 | FinancialReports.eu

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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2014

Meeting Agenda

Date: June 19, 2014 at 9:00 a.m. Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building) Lite-On Technology Corporation

Meeting Procedure for the Annual General Meeting of Shareholders for 2014

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

VI. Adjournment

Lite-On Technology Corporation

Agenda of the Annual General Meeting of Shareholders for 2014

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

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

i. 2013 Business Report
ii. Audit Committee’s Review Report on 2013 Financial Statements
iii. Reports on the Mergers and Acquisitions status
IV. Proposals, Election and Discussions
i. Adoption of 2013 Financial Statements
ii. Adoption of the Proposal for Appropriation of 2013 Earnings
iii. Proposal for dividends and employee bonuses payable in newly-issued shares of common stock for 2013
iv. Amendment to “Articles of Incorporation”
v. Amendment to “Procedures for Acquisition and Disposal of Assets”
V. Provisional Motions
VI. Adjournment
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III. Reports on Company Affairs

i. 2013 Business Report

Explanation: Please refer to attachment 1 - 2013 Business Report of the Company.

ii. Audit Committee’s Review Report on the 2013 Financial Statements Explanation:
2013 Financial Statements of the Company have been duly audited by Certified Public Accountant Ke, Jason and Certified Public Accountant Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan. The aforementioned financial statements, business report, and proposals for Earnings appropriation have been duly reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.
For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to Attachment 2 & Attachment 3.
For the Review Report provided by the Audit Committee, please refer to Attachment 4.
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iii. Reports on the Mergers and Acquisitions status Explanation:
In accordance with No. 318 of the Company Law and Article 26 of the Business Mergers And Acquisitions Act, to report Lite-on Technology’s (the surviving company) merger status with Li Shin International Enterprise Corp., Lite-On Clean Energy Technology Corp. and Lite-On Automotive Corp.
The merger with Li Shin International Enterprise Corp. was completed on March 22, 2014 (Record date for Merger).
The merger with Lite-On Clean Energy Technology Corp. was completed on April 15, 2014 (Record date for Merger).
The merger with Lite-On Automotive Corp. was completed on June 1, 2014 (Record date for Merger).
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IV. Proposals, Election and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2013 Financial Statements. Explanation:
2013 financial statements have been audited by Certified Public Accountant Ke, Jason and Certified Public Accountant Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on March 27, 2014.
The aforementioned financial statements and business report were reviewed by the Audit Committee.
For the business report for Year 2013, please refer to Attachment 1.
For the financial statements for Year 2013, please refer to Attachments 2 & 3.
Please proceed to adopt.

Resolution:

Proposed by the Board of Directors

ii. Proposal: Adoption of the Proposal for Appropriation of 2013 Earnings Explanation:
The proposal for Lite-on Technology’s (the Company) 2013 appropriation of earnings was already resolved in the Board of Directors meeting convened on March 27, 2014.
In Fiscal Year 2013, the Company made a net profit of NT$8,754,847,798. By adding unallocated retained earnings of the previous year of NT$6,295,335,437, adding adjustments on the first-time adoption of TIFRS of NT$400,712,983, deducting adjustments on the equity method investments of NT$3,293,789,668, adding adjustments on the actuarial gain of NT$14,975,690, adding reverse of special reserve of NT$640,243,906 and setting aside 10% of net profit as legal reserve of NT$875,484,780, total distributable earnings for the year amounted to NT$11,936,841,366.
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Please refer to Attachment 5 for earnings appropriation.
In the event of repurchase of the Company’s shares, transfer, conversion or annulment of treasury stocks, and exercise of employees’ stock options, leading to a change in the number of outstanding shares and a consequent change in stock dividends and dividend yield, it is proposed that the Board of Directors are authorized to duly adjust stocks and cash payout rates.
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.
Please proceed to adopt.

Resolution

Proposed by the Board of Directors

iii. Proposal: Dividends and employee bonuses payable in newly-issued shares of common stock for 2013

Explanation:

In an effort to strengthen capital structure, the Board of Directors proposed dividends and employee bonuses payable in newly-issued shares of common stock. Details are as follows:
Sources of funds ：
1) It is proposed that 11,638,129 new shares with face value of NT$116,381,290 be issued to be paid to shareholders as dividends.
2) Employee stock bonuses, which amounts to NT$189,945,178, will also be paid out in newly-issued stock. The number of shares issued shall be calculated based on the closing price on the day preceding the shareholders’ meeting, with the impact of ex-right and ex-dividend taken into account. Any fractional share less than one full share of the stock bonuses shall be paid in cash.
Terms of issuance:
1) With respect to 11,638,129 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.
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2) After the proposal of share issuance is resolved by the shareholders’ meeting and approved by the competent authority, the ex-right date will be determined. Payout shall be made to existing shareholders pro rata based on the shareholdings of shareholders as of the ex-right date as shown through the Register. For any fractional share less than one full share, shareholders may elect to consolidate fractional shares into whole shares and register with the Company’s Stock Affairs Department within five days starting from the ex-right date. In the event that a shareholder fails to complete such action within the specified time frame and for the fractional share less than one whole share after consolidation, such fractional shares shall be paid in cash (rounded off to the nearest whole number of New Taiwan Dollars and any fraction less than one New Taiwan Dollar shall be unconditionally discarded). The fractional shares shall be subscribed at par value, to individuals assigned by the Chairperson.
3) In the event of repurchase of the Company’s shares, transfer, conversion, and annulment of treasury stocks, and exercise of employees’ stock options leading to a change in the number of outstanding shares and a consequent change in stock dividends and dividend yield, it is proposed that the Board of Directors be authorized to duly adjust stocks and cash payout rates.
4) New shares shall bear the same rights and obligations as existing shares. After the competent authority approves the issuance, the Board of Directors will determine a record date for distribution.
Please proceed to resolve.

Resolution

Proposed by the Board of Directors

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

In order to comply with revised regulations from competent authorities and to satisfy the Company’s needs, an amendment to “The Articles of Incorporation” is proposed.
Please refer to Attachment 6 for a comparison of the contents before and after amendment.
Please refer to Appendix 2 for the full contents before amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

v. Proposal: Amendment to “Procedures for Acquisition and Disposal of Assets”, please discuss and resolve.
Explanation:
In order to comply with the revised regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Procedures for Acquisition and Disposal of Assets” of the Company is proposed.
Please refer to Attachment 7 for a comparison of the contents before and after amendment.
Please discuss and resolve.

Resolution:

V. Provisional Motions

VI. Adjournment

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Letter to Shareholders Attachment 1

Ladies and Gentlemen,

Facing the rapid transformations in the global information and telecommunications industries, Lite-On has already started implementing strategic allocation and innovative transformation for product portfolio optimization. As a result, even with the harsh challenges in the global market, Lite-On has continued with its stellar operating performance by achieving a global consolidated revenue of NT$213.2 billion in 2013, a figure very close compared to last year’s. The six major growing Non-PC-related products comprised 40% of the overall revenue, which in turn brought our net operating profit to NT$8.75 billion after taxes. The annual earnings per share (EPS) reached NT$3.83, the equivalent of an 18% annual growth.

At the same time, Lite-On is still standing firm as No.1 on the list of Top 1,000 Taiwanese Manufacturers in CommonWealth Magazine for the fifth consecutive year, clearly affirming Lite-On’s core competitiveness and our leading position in the global market.

 Operating Performance

Lite-On’s core products continued to show strong growth potential in 2013. Thanks to the ever-growing global demand for the cloud-computing-capable high-end networking devices and server power management systems, mobile devices, LED and lighting applications, car electronics, solid state drives (SSD), and gaming consoles, not only did the power supply business group continue its strong growth but also the high-end camera modules expanded and delivered products smoothly. With the increase in tablet PCs’ and smartphones’s global marketshare, the annual revenue grew by a new record high of 30%. LEDs also saw an increase close to 2% in annual revenue growth aided by the demand in components and lighting application markets. LED street lights even reached an over 50% annual revenue growth due to the global demand in energy-saving devices and our successful deliveries to Taiwanese and American customers. Sales of car lighting also increased over 20%. With the energy brought by the demand in end-markets and the increase in marketshare, storage devices have also had positive results--SSDs and gaming-related products saw a substantial increase. Annual growth doubled for both lines of products.

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On the other hand, as the leading manufacturer of optoelectronic components, Lite-On has continued to invest heavily in the research and development of high-end products to actively enhance our R&D capabilities and increase production automation. We are now investing 3% of our annual revenue which marks a 10% increase from the previous year in order to ensure Lite-On’s global leading position and our core capabilities in optoelectronics and new businesses to satisfy the most pressing demands of our customers.

 Honors and Recognitions

Apart from eye-opening results in operations, Lite-On received various recognitions from home and abroad, once again showing that besides striving for operational performance and continuous growth, Lite-On’s devotion to building transparent corporate governance and upholding corporate social responsibility. After a long history of dedication to corporate social responsibility, Lite-On was recognized as the runner-up for CommonWealth Magazine’s Benchmark Enterprise Award for the fifth consecutive year. At the same time, it was selected as a leading member of the Dow Jones Sustainability Index (DJSI) for the third year in a row. Winning first prizes in both the global and emerging market computer hardware category is a big step up for Lite-On Technology, placing it above many famous companies in Asia, the Americas and Europe. In Aisa’s financial media, CommonWealth Magazine placed Lite-On Technology on the “Excellence in Corporate Social Responsibility” list for the seventh consecutive year and the Global Views Magazine awarded us with the Overall Performance in Corporate Social Responsibility and the Paragon Prize for Education for the second year. Lite-On’s social involvement, either in hosting the strictly charity-based Lite-On Awards or running the Xinyi Community College managed by the Lite-On Cultural Foundation, is highly valued and recognized by society.

To strengthen our communication channels with all employees, shareholders and stakeholders and to further reinforce information disclosure transparency, Lite-On Technology has published its annual CSR report every year starting from 2007. Its contents and structure have been certified as GRIG3.1 Application Level A+ and AA 1000 Type 1 Moderate Assurance Level by SGS Taiwan Ltd., an impartial third party. This shows how we are focused and dedicated to keeping the same standards as the international community. Furthermore, we have received the Taiwan Corporate Sustainability Report (CSR) Award conferred by the Taiwan Institute for Sustainable Energy (TISE) for the third consecutive year now.

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 Development and Outlook

2014 will mark the 40[th] year anniversary of Lite-On Technology. Along the way, Lite-On has reached two important milestones that established the foundation for the company’s sustainable growth. The first milestone happened in 2002. While the PC industry was reaching maturity, Lite-On consolidated four subsidiaries into one joint corporation in order to strengthen corporate competitiveness. The “four into one”consolidation was not only an unique action among the mid-sized enterprises in Taiwan, but also one which firmly rooted Lite-On’s leading position in the electronic industry in Taiwan, Hong Kong and China and led to the company’s grand success in the global telecommunications and networking industry. Faced with the changes in the industries in recent years, Lite-On decided to put forward the second phase of transformation. Starting in late 2013, Lite-On began the“seven into one”project to gradually consolidate its subsidiaries and transform them into 8 major business groups. The consolidated subsidiaries included Lite-On IT Corp., Leotek Electronics Corp., Li Shin International Enterprise Corp., Lite-On Clean Energy Technology Corp., Lite-On Mobile, Dong Guan G-Tech Computers Co., Ltd. and Dong Guan G-Pro Computer Co., Ltd.

This year, Lite-On Tech officially kicked off the “One Lite-On” project. The eight business groups after consolidation became the Mobile Mechanics, PID, Power system, Storage, MEC, CDSS, OPS and the New Business unit. Through organizational and level streamlining, we can effectively integrate all resources, enhance the overall utilization of assets and decrease financial and operational costs to elevate operational performance and increase return on equity. At the same time, the pushing forces of the eight business groups, including cloud computing, mobile devices, LED and lighting application, SSDs and car electronics will become the main driving forces for future profitability and revenue growth for the company.

Looking at 2014, the economic development of the European and emerging markets are showing positive signs. Lite-On Tech will continue to be cautiously optimistic while facing heavy competition from the global market. We will stand firm on our foundation of “innovation and execution” to consider our competitive niche and advantageous position in our environment. We will strive to find a world-class leading position for our core business and seek differentiation from our competitors. At the same time, profit increase will remain our main target and quality growth of the company will remain our main goal.

Last but not least, I would like to thank all of our employees for their contribution and

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dedication and all our customers, suppliers, shareholders and members of society for their long-term support and recognition. As we celebrate our 40th anniversary, we hope that through the “seven into one” project, the company will continue to grow under the One Lite-On structure and move a step closer to our vision of becoming a centenarian corporation.

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Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Lite-On Technology Corporation

We have audited the accompanying balance sheets of Lite-On Technology Corporation as of December 31, 2013, December 31, 2012 and January 1, 2012, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of Lite-On Technology Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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 provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lite-On Technology Corporation as of December 31, 2013, December 31, 2012 and January 1, 2012, and its financial performance and its cash flows for the years ended December 31, 2013 and 2012, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

We have also audited the consolidated financial statements of Lite-On Technology Corporation and subsidiaries as of and for the years ended December 31, 2013 and 2012 and have issued an unqualified opinion thereon in our report dated March 27, 2014.

March 27, 2014

Notice to Readers

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

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in the Republic of China.

For the convenience of readers, the independent 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 independent auditors’ report and financial statements shall prevail.

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Attachment 2-1

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Notes receivable, net (Note 7) Trade receivables, net (Note 7) Trade receivables from related parties (Note 26) Other receivables Other receivables from related parties (Note 26) Inventories, net (Notes 5 and 8) Prepayments Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 5 and 9) Investments accounted for using equity method (Note 11) Property, plant and equipment, net (Notes 5 and 12) Intangible assets (Notes 5 and 13) Deferred tax assets (Notes 5 and 20) Refundable deposits Prepayments for pension fund (Notes 5 and 17) Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 14) Notes payable Trade payables Trade payables to related parties (Note 26) Other payables Other payables to related parties (Note 26) Current tax liabilities (Notes 5 and 20) Provisions - current (Notes 5 and 16) Advance receipts Current portion of long-term borrowings (Note 14) Finance lease payables - current (Note 15) Total current liabilities NONCURRENT LIABILITIES Derivative financial liabilities for hedging - noncurrent (Notes 5 and 10) Long-term borrowings, net of current portion (Note 14) Deferred tax liabilities (Notes 5 and 20) Finance lease payables, net of current portion (Note 15) Accrued pension liabilities (Notes 5 and 17) Guarantee deposits Credit balance of investments accounted for using equity method (Note 11) Total noncurrent liabilities Total liabilities EQUITY Share capital Ordinary share Advance receipts for share capital Total share capital Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversion Treasury stock transactions Difference between consideration and carry amounts adjusted arising from changes in percentage of ownership in subsidiaries Arising from share of changes in capital surplus of associates Merger Employee stock options Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Unrealized loss on cash flow hedging Total other equity Treasury shares Total equity TOTAL		December 31, 2013 Amount % $ 6,924,714 6 7,518 - 18,074,101 14 5,307,083 4 223,612 - 372,160 - 2,575,272 2 453,873 - 33,938,333 26 717,171 1 87,132,748 68 4,758,177 4 646,137 - 921,841 1 87,784 - - - 5,512 - 94,269,370 74 $ 128,207,703 100 $ 5,484,120 4 7,134 - 2,408,170 2 20,668,164 16 4,352,868 3 465,963 - 720,462 1 133,230 - 713,778 1 6,350,000 5 - - 41,303,889 32 46,969 - 12,125,000 10 1,523,571 1 - - 11,173 - 16,165 - 144,632 - 13,867,510 11 55,171,399 43 23,246,552 18 29,705 - 23,276,257 18 9,096,489 7 7,540,388 6 430,851 - - - 15,487 - 10,120,217 8 8,587 - 27,212,019 21 8,601,391 7 689,913 1 12,172,082 9 21,463,386 17 2,383,040 2 83,231 - (46,969) - 2,419,302 2 (1,334,660) (1) 73,036,304 57 $ 128,207,703 100		December 31, 2012 Amount % $ 10,324,378 9 - - 14,980,406 14 3,241,115 3 160,143 - 309,504 - 2,214,716 2 270,930 - 31,501,192 28 660,080 1 72,538,973 65 5,262,397 5 640,801 - 790,151 1 84,129 - - - 4,000 - 79,980,531 72 $ 111,481,723 100 $ 2,787,840 3 500 - 1,457,394 1 15,591,993 14 3,732,425 3 449,867 1 409,454 - 175,712 - 562,187 1 3,125,000 3 453 - 28,292,825 26 101,563 - 12,575,000 11 998,046 1 - - 37,458 - 16,531 - - - 13,728,598 12 42,021,423 38 22,953,154 20 6,840 - 22,959,994 20 8,551,730 8 7,540,388 7 370,703 - 146,193 - 16,645 - 10,120,217 9 6,112 - 26,751,988 24 7,847,905 7 - - 13,654,612 12 21,502,517 19 128,872 - (446,848) - (101,563) - (419,539) - (1,334,660) (1) 69,460,300 62 $ 111,481,723 100		January 1, 2012
						Amount % $ 9,750,349 9 - - 13,894,932 12 5,121,231 4 180,982 - 853,564 1 4,474,796 4 202,556 - 34,478,410 30 2,255,870 2 69,729,781 61 5,481,271 5 687,177 1 789,049 1 86,371 - 79,234 - - - 79,108,753 70 $ 113,587,163 100 $ 1,050,000 1 1,962 - 6,656,629 6 14,560,064 13 3,815,817 3 663,986 1 441,682 - 181,346 - 560,101 1 - - 504 - 27,932,091 25 165,225 - 15,700,000 14 1,071,098 1 322 - - - 18,101 - - - 16,954,746 15 44,886,837 40 23,099,801 20 - - 23,099,801 20 8,533,185 8 7,641,499 7 416,974 - - - - - 10,255,921 9 4,602 - 26,852,181 24 7,125,313 6 - - 12,392,930 11 19,518,243 17 1,625,560 1 (142,004) - (165,225) - 1,318,331 1 (2,088,230) (2) 68,700,326 60 $ 113,587,163 100

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

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LITE-ON TECHNOLOGY CORPORATION

Attachment 2-2

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 5, 19 and 26) Less: Sales returns Sales allowance Total operating revenue OPERATING COSTS Cost of goods sold (Notes 8, 17 and 26) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES GROSS PROFIT, NET OPERATING EXPENSES (Notes 17 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSES Share of profit of subsidiaries and associates (Note 11) Interest income Dividend income Other income Gain on disposal of property, plant and equipment Gain on disposal of investments Interest expense Other expenses Loss on disposal of property, plant and equipment Loss on disposal of investments		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2013 Amount % $ 81,058,390 102 323,820 1 1,100,791 1 79,633,779 100 71,585,095 90 8,048,684 10 4,938 - - - 8,043,746 10 1,380,316 2 2,703,984 3 1,758,838 2 5,843,138 7 2,200,608 3 7,002,137 9 61,927 - 14,435 - 815,170 1 342,674 - - - (488,234) (1) (369,106) - (235,277) - (33,419) -		2012
				Amount % $ 78,151,418 102 313,787 - 1,093,294 2 76,744,337 100 69,655,055 91 7,089,282 9 - - 89,525 - 7,178,807 9 1,421,078 2 2,493,950 3 1,529,054 2 5,444,082 7 1,734,725 2 5,568,989 7 83,130 - 21,459 - 948,584 1 16,848 - 310,085 1 (337,129) - (225,930) - (242) - - - (Continued)

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LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Net loss on foreign currency exchange Impairment loss (Notes 9 and 12) Total nonoperating income and expenses OPERATING PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 5 and 20) NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME (Notes 11, 17, 18 and 20) Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Cash flow hedges Share of other comprehensive income of subsidiaries and associates Actuarial gains (losses) on defined benefit plans Income tax relating to the components of other comprehensive income (expense) Other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 22) Basic Diluted		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2013 Amount % $ (12,039) - - - 7,098,268 9 9,298,876 12 544,028 1 8,754,848 11 1,962,895 3 84,664 - 54,594 - 1,111,461 1 18,043 - (377,841) - 2,853,816 4 $ 11,608,664 15 $3.83 $3.79		2012
				Amount % $ (11,068) - (652,857) (1) 5,721,869 8 7,456,594 10 54,171 - 7,402,423 10 (1,068,528) (2) (28,704) - 63,662 - (888,040) (1) (127,212) - 206,008 - (1,842,814) (3) $ 5,559,609 7 $3.25 $3.20

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

(Concluded)

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LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

Issue of	Share Capital (Note 1				Capital Surplus	(Note 18)				Retained Earning	s(Note 18)		Other Equity (	Note 18)
		Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 8,533,185 - - - - - 111,865 19,589 - - - - (112,909) 8,551,730 - - - - - - 134,320 410,439 - - - - $ 9,096,489	Bond Conversion $ 7,641,499 - - - - - - - - - - - (101,111) 7,540,388 - - - - - - - - - - - - $ 7,540,388	Treasury Stock Transactions $ 416,974 - - - - (3,928 ) - - 55,853 - - - (98,196) 370,703 - - - - - - - - 60,148 - - - $ 430,851	Difference Between Consideration and Carry Amounts Adjusted Arising from Change in Percentage of Ownership in Subsidiaries $ - - - - 146,193 - - - - - - - - 146,193 - - - - (146,193 ) - - - - - - - $ -	Arising from Share of Changes in Capital Surplus of Associates $ - - - - - 16,645 - - - - - - - 16,645 - - - - - (1,158 ) - - - - - - $ 15,487	Merger $ 10,255,921 - - - - - - - - - - - (135,704) 10,120,217 - - - - - - - - - - - - $ 10,120,217	Employee Stock Options $ 4,602 - - - - 1,510 - - - - - - - 6,112 - - - - - 2,475 - - - - - - $ 8,587
												Exchange Differences on Translating Foreign Operations $ 1,625,560 - - - (2,430 ) - - - - - (1,494,258) (1,494,258) - 128,872 - - - - - - - - - - 2,254,168 2,254,168 $ 2,383,040	Unrealized Gain (Loss) on Available- for-sale Financial Assets $ (142,004 ) - - - - - - - - - (304,844) (304,844) - (446,848 ) - - - - - - - - - - 530,079 530,079 $ 83,231	Cash Flow Hedges $ (165,225 ) - - - - - - - - - 63,662 63,662 - (101,563 ) - - - - - - - - - - 54,594 54,594 $ (46,969)
Shares (In Thousands) 2,309,980 - - 11,397 - - 4,421 82 - - - - (30,565) 2,295,315 - - - 11,490 - - 3,669 14,181 - - - - 2,324,655	Amount $ 23,099,801 - - 113,972 - - 44,215 816 - - - - (305,650) 22,953,154 - - - 114,899 - - 36,689 141,810 - - - - $ 23,246,552
									Legal Reserve $ 7,125,313 722,592 - - - - - - - - - - - 7,847,905 753,486 - - - - - - - - - - - $ 8,601,391	Special Reserve $ - - - - - - - - - - - - - - - 689,913 - - - - - - - - - - $ 689,913	Unappropriated Earnings $ 12,392,930 (722,592 ) (5,174,335 ) (113,972 ) - (22,468 ) - - - 7,402,423 (107,374) 7,295,049 - 13,654,612 (753,486 ) (689,913 ) (5,400,265 ) (114,899 ) (3,293,007 ) (783 ) - - - 8,754,848 14,975 8,769,823 $ 12,172,082

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

Attachment 2-3

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Attachment 2-4

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Reversal of impairment loss on trade receivable Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment (Gain) loss on disposal of available-for-sale financial assets (Gain) loss on disposal of associates Impairment loss recognized on financial assets Impairment loss recognized on non-financial assets Reversal of impairment loss recognized on non-financial assets Unrealized loss on transactions with subsidiaries and associates Realized gain on transactions with subsidiaries and associates Unrealized net gain on foreign currency exchange Recognition (reversal) of provisions Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Notes payable Trade payables Trade payables from related parties Other payable Other payable from related parties Provisions Advance receipts Accrued pension liabilities Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities		For the Years Ended December 31	For the Years Ended December 31
		2013 $ 9,298,876 259,545 71,591 (9,781) 488,234 (61,927) (14,435) (7,002,137) (107,397) 27,394 6,025 - 55,334 - 4,938 - (267,175) (14,550) (7,518) (3,083,914) (2,065,968) (66,440) (62,656) (415,890) (182,943) 6,634 1,217,951 5,076,171 869,714 16,096 (27,932) 151,591 (8,242) 4,151,189 64,898 14,435 (525,382) (131,276) 3,573,864	2012 $ 7,456,594 339,360 89,071 (16,640) 337,129 (83,130) (21,459) (5,568,989) (16,606) (295,694) (14,391) 651,697 1,160 (130,127) - (89,525) (226,465) 22,794 - (1,068,834) 1,880,116 22,583 544,060 2,390,207 (68,374) (1,462) (4,980,358) 1,031,929 143,208 (214,119) (28,428) 2,086 (10,520) 2,076,873 81,386 21,459 (335,080) (143,539) 1,701,099 (Continued)

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LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on sales of available-for-sale financial assets Proceeds from capital reduction of investments accounted for using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments for intangible assets Increase in other noncurrent assets Dividend received from subsidiaries and associates Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds of long-term borrowings Refund of guarantee deposits received Decrease in finance lease payables Payment cash interests Proceeds of the exercise of employee stock options Partial acquisition of subsidiaries Partial disposal of interests in subsidiaries without losing control loss Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		For the Years Ended December 31	For the Years Ended December 31
		2013 $ 179 4,554,526 (265,087) 593,439 (3,655) (66,344) (1,512) 4,742,294 9,553,840 2,696,280 2,775,000 (366) (453) (5,400,265) 575,114 (17,172,678) - (16,527,368) (3,399,664) 10,324,378 $ 6,924,714	2012 $ 1,215,604 - (195,173) 28,538 2,242 (42,729) (4,000) 1,349,833 2,354,315 1,737,840 - (1,570) (373) (5,174,335) 27,245 (358,390) 288,198 (3,481,385) 574,029 9,750,349 $ 10,324,378

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

(Concluded)

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Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Lite-On Technology Corporation

We have audited the accompanying consolidated balance sheets of Lite-On Technology Corporation (the “Parent Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2013, December 31, 2012 and January 1, 2012, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Parent Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2013, December 31, 2012 and January 1, 2012, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2013 and 2012, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited the parent company only financial statements of Lite-On Technology Corporation as of and for the years ended December 31, 2013 and 2012 on which we have issued an unqualified report.

March 27, 2014

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying

23 -

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 independent auditors’ report and consolidated financial statements shall prevail.

24 -

Attachment 3-1

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Notes 5 and 8) Debt investments with no active market - current (Notes 10 and 32) Notes receivable Trade receivables, net (Note 11) Trade receivables from related parties (Note 31) Other receivables (Note 27) Other receivables from related parties (Note 31) Inventories, net (Notes 5 and 12) Construction in progress in excess of progressive billings (Note 13) Other current assets (Note 17) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 5 and 8) Debt investments with no active market - noncurrent (Notes 10 and 32) Investments accounted for using equity method (Note 14) Property, plant and equipment, net (Notes 5 and 15) Intangible assets, net (Notes 5 and 16) Deferred tax assets (Notes 5 and 24) Refundable deposits Prepayments for investments Other noncurrent assets (Note 17) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss - current (Note 7) Notes payable Trade payables Trade payables to related parties (Note 31) Other payables Other payables to related parties (Note 31) Current tax liabilities (Notes 5 and 24) Provisions - current (Notes 5 and 20) Current portion of long-term borrowings (Note 18) Finance lease payables - current (Notes 4 and 19) Advance receipts Total current liabilities NONCURRENT LIABILITIES Derivative financial liabilities for hedging - noncurrent (Notes 5 and 9) Long-term borrowings, net of current portion (Note 18) Deferred tax liabilities (Notes 5 and 24) Finance lease payables, net of current portion (Note 19) Accrued pension liabilities (Notes 5 and 21) Guarantee deposits Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Ordinary shares Advance receipts for common stock Total share capital Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversion Treasury stock transactions Difference between consideration and carry amounts adjusted arising from changes in percentage of ownership in subsidiaries Arising from share of changes in capital surplus of associates or joint venture Merger Employee stock options Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Unrealized loss on cash flow hedging Total other equity Treasury shares Total equity attributable to owners of the Company NONCONTROLLING INTERESTS Total equity TOTAL		December 31, 2013 Amount % $ 65,931,169 31 14,867 - 13 - 147,441 - 175,756 - 49,500,169 23 81,554 - 2,319,810 1 18,951 - 27,203,533 13 - - 5,037,428 3 150,430,691 71 2,143,990 1 14,100 - 3,531,425 2 37,001,382 17 15,716,262 7 2,207,204 1 390,443 - - - 925,989 1 61,930,795 29 $ 212,361,486 100 $ 15,576,780 7 27,836 - 191,488 - 60,307,826 29 568,624 - 20,723,468 10 11,699 - 2,102,971 1 1,503,948 1 8,867,669 4 72,735 - 1,401,939 1 111,356,983 53 46,969 - 18,508,496 9 2,721,656 1 172,948 - 235,671 - 81,608 - 21,767,348 10 133,124,331 63 23,246,552 11 29,705 - 23,276,257 11 9,096,489 4 7,540,388 4 430,851 - - - 15,487 - 10,120,217 5 8,587 - 27,212,019 13 8,601,391 4 689,913 - 12,172,082 6 21,463,386 10 2,383,040 1 83,231 - (46,969) - 2,419,302 1 (1,334,660) (1) 73,036,304 34 6,200,851 3 79,237,155 37 $ 212,361,486 100		December 31, 2012 Amount % $ 51,224,870 26 13,023 - 10 - 9,365,207 5 119,941 - 44,799,940 23 83,421 - 1,559,231 1 2,231 - 20,566,117 10 72,527 - 5,058,662 2 132,865,180 67 2,154,465 1 102,560 - 3,508,782 2 37,697,741 19 16,033,575 8 2,215,617 1 311,277 1 13,155 - 2,153,262 1 64,190,434 33 $ 197,055,614 100 $ 7,010,394 4 35,239 - 240,009 - 51,989,611 26 137,923 - 16,304,341 8 20,173 - 2,042,444 1 1,691,373 1 4,411,168 2 62,381 - 826,445 1 84,771,501 43 101,563 - 19,956,634 10 2,170,053 1 232,716 - 312,768 1 89,068 - 22,862,802 12 107,634,303 55 22,953,154 12 6,840 - 22,959,994 12 8,551,730 4 7,540,388 4 370,703 - 146,193 - 16,645 - 10,120,217 5 6,112 - 26,751,988 13 7,847,905 4 - - 13,654,612 7 21,502,517 11 128,872 - (446,848 ) - (101,563) - (419,539) - (1,334,660) (1) 69,460,300 35 19,961,011 10 89,421,311 45 $ 197,055,614 100		January 1, 2012
						Amount % $ 52,882,246 26 111,584 - 9 - 3,633,137 2 82,039 - 45,841,608 22 1,099 - 1,590,264 1 955 - 27,659,384 13 38,294 - 4,429,820 2 136,270,439 66 4,271,326 2 108,107 - 3,514,672 2 38,886,577 19 16,303,412 8 2,116,283 1 314,903 - 74,843 - 3,755,388 2 69,345,511 34 $ 205,615,950 100 $ 4,737,488 2 42,274 - 498,568 - 60,896,796 30 317,508 - 18,074,382 9 43,058 - 2,165,581 1 1,493,339 1 1,173,473 1 84,360 - 1,154,215 - 90,681,042 44 165,225 - 23,294,964 12 2,137,938 1 320,907 - 142,158 - 85,224 - 26,146,416 13 116,827,458 57 23,099,801 11 - - 23,099,801 11 8,533,185 4 7,641,499 4 416,974 - - - - - 10,255,921 5 4,602 - 26,852,181 13 7,125,313 3 - - 12,392,930 6 19,518,243 9 1,625,560 1 (142,004 ) - (165,225) - 1,318,331 1 (2,088,230) (1) 68,700,326 33 20,088,166 10 88,788,492 43 $ 205,615,950 100

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

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Attachment 3-2

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 5, 23 and 31) Less: Sales allowance Sales returns Other operating revenue Total operating revenue OPERATING COSTS Cost of goods sold (Notes 12, 15, 16, 21 and 31) Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 15, 16, 21 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSES Share of profit (loss) of associates and joint ventures (Note 14) Interest income Dividend income Government grants Other income (Note 31) Gain on disposal of investments Net gain on foreign currency exchange Valuation gain (loss) on financial assets (Note 7) Interest expense Other expenses (Note 27) Loss on disposal of property, plant and equipment Impairment loss (Notes 8, 14 and 15) Total nonoperating income and expenses		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2013 Amount % $ 216,242,952 101 2,211,370 1 1,094,900 - 277,615 - 213,214,297 100 182,552,021 86 161,682 - 182,713,703 86 30,500,594 14 8,390,499 4 5,837,964 2 6,229,841 3 20,458,304 9 10,042,290 5 (68,569) - 1,244,842 - 38,596 - 916,607 - 1,543,298 1 147,283 - 213,763 - (67,902) - (708,831) - (938,540) (1) (267,939) - (575,119) - 1,477,489 -		2012
				Amount % $ 218,947,484 101 2,428,040 1 845,582 - 373,148 - 216,047,010 100 185,217,693 86 271,319 - 185,489,012 86 30,557,998 14 8,079,917 4 5,873,571 3 5,726,165 2 19,679,653 9 10,878,345 5 17,718 - 1,064,375 - 57,166 - - - 1,911,476 1 438,359 - 8,177 - 73,203 - (554,850) - (1,155,892) (1) (157,087) - (750,433) - 952,212 - (Continued)

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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 5 and 24) NET PROFIT FOR THE PERIOD OTHER COMPREHENSIVE INCOME (Notes 14, 21, 22 and 24) Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Cash flow hedges Actuarial losses on defined benefit plans Share of profit (loss) of other comprehensive income of associates and joint ventures Income tax relating to the components of other comprehensive income Other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD NET PROFIT ATTRIBUTABLE TO: Owners of the company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Parent company Non-controlling interests EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 25) Basic Diluted		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2013 Amount % $ 11,519,779 5 2,629,288 1 8,890,491 4 2,869,963 2 512,434 - 54,594 - (284) - 116,528 - (412,212) - 3,141,023 2 $ 12,031,514 6 $ 8,754,848 4 135,643 - $ 8,890,491 4 $ 11,608,664 6 422,850 - $ 12,031,514 6 $3.83 $3.79		2012
				Amount % $ 11,830,557 5 2,454,197 1 9,376,360 4 (2,023,819) (1) (304,324) - 63,662 - (134,530) - (75,659) - 229,169 - (2,245,501) (1) $ 7,130,859 3 $ 7,402,423 3 1,973,937 1 $ 9,376,360 4 $ 5,559,609 2 1,571,250 1 $ 7,130,859 3 $3.25 $3.20

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

(Concluded)

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Attachment 3-3

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

						Equity Attribut	able to Owners of the	Company							Other Equity (	Note 22)
Issue of	Share Capital(Note 2	2) Advance Receipts for Common Stock $ - - - - - - - - 6,840 - - - - - 6,840 - - - - - - - - 22,865 - - - - $ 29,705				Capital Surplus	(Note 22)			Total $ 26,852,181 - - - - 146,193 14,227 111,865 19,589 55,853 - - - (447,920) 26,751,988 - - - - - (146,193 ) 1,317 134,320 410,439 60,148 - - - $ 27,212,019		Retained Earning	s(Note 22)
			Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 8,533,185 - - - - - - 111,865 19,589 - - - - (112,909) 8,551,730 - - - - - - - 134,320 410,439 - - - - $ 9,096,489	Bond Conversion $ 7,641,499 - - - - - - - - - - - - (101,111) 7,540,388 - - - - - - - - - - - - - $ 7,540,388	Treasury Stock Transactions $ 416,974 - - - - - (3,928 ) - - 55,853 - - - (98,196) 370,703 - - - - - - - - - 60,148 - - - $ 430,851	Difference Between Consideration and Carry Amounts Adjusted Arising from Change in Percentage of Ownership in Subsidiaries $ - - - - - 146,193 - - - - - - - - 146,193 - - - - - (146,193 ) - - - - - - - $ -	Arising from Share of Changes in Capital Surplus of Associates or Joint Venture $ - - - - - - 16,645 - - - - - - - 16,645 - - - - - - (1,158 ) - - - - - - $ 15,487	Merger $ 10,255,921 - - - - - - - - - - - - (135,704) 10,120,217 - - - - - - - - - - - - - $ 10,120,217	Employee Stock Options $ 4,602 - - - - - 1,510 - - - - - - - 6,112 - - - - - - 2,475 - - - - - - $ 8,587
														Exchange Differences on Translating Foreign Operations $ 1,625,560 - - - - (2,430 ) - - - - - (1,494,258) (1,494,258) - 128,872 - - - - - - - - - - - 2,254,168 2,254,168 $ 2,383,040	Unrealized Gain (Loss) on Available- for-sale Financial Assets $ (142,004 ) - - - - - - - - - - (304,844) (304,844) - (446,848 ) - - - - - - - - - - - 530,079 530,079 $ 83,231	Cash Flow Hedges $ (165,225 ) - - - - - - - - - - 63,662 63,662 - (101,563 ) - - - - - - - - - - - 54,594 54,594 $ (46,969)
Shares (In Thousands) 2,309,980 - - 11,397 - - - 4,421 82 - - - - (30,565) 2,295,315 - - - 11,490 - - - 3,669 14,181 - - - - 2,324,655	Amount $ 23,099,801 - - 113,972 - - - 44,215 816 - - - - (305,650) 22,953,154 - - - 114,899 - - - 36,689 141,810 - - - - $ 23,246,552
											Legal Reserve $ 7,125,313 722,592 - - - - - - - - - - - - 7,847,905 753,486 - - - - - - - - - - - - $ 8,601,391	Special Reserve $ - - - - - - - - - - - - - - - - 689,913 - - - - - - - - - - - $ 689,913	Unappropriated Earnings $ 12,392,930 (722,592 ) (5,174,335 ) (113,972 ) - - (22,468 ) - - - 7,402,423 (107,374) 7,295,049 - 13,654,612 (753,486 ) (689,913 ) (5,400,265 ) (114,899 ) - (3,293,007 ) (783 ) - - - 8,754,848 14,975 8,769,823 $ 12,172,082

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

(With Deloitte & Touche auditors’ report dated XXXXXXXX)

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Attachment 3-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Provision of impairment loss on trade receivable Net (gain) loss on financial assets or liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of (gain) loss of associates and joint ventures Loss on disposal of property, plant and equipment Loss on derecognition of subsidiaries Gain on disposal of available-for-sale financial assets Gain on disposal of associates Impairment loss recognized on financial assets Impairment loss recognized on non-financial assets Reversal of impairment loss recognized on non-financial assets Unrealized net gain on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities Net (gain) loss on financial instruments at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Construction in progress in excess of progressive billings Other current assets Notes payable Trade payables Trade payables from related parties Other payable Other payable from related parties Provisions Advance receipts Accrued pension liabilities Cash generated from operations Interest received Dividend received	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2013 $ 11,519,779 6,510,013 482,885 10,198 67,902 708,831 (1,244,842) (38,596) 68,569 267,939 95,082 (111,333) (35,950) 417,975 485,947 - (260,335) 833,303 (77,149) (55,815) (3,737,367) 1,867 690,642 (16,720) (6,427,561) 72,527 43,508 (48,521) 7,762,435 430,701 4,304,767 (8,474) (1,018,852) 558,118 (79,840) 22,171,633 1,246,466 38,596	2012 $ 11,830,557 6,489,143 567,978 50,833 (73,203) 554,850 (1,064,375) (57,166) (17,718) 157,087 - (330,061) (108,298) 661,697 88,736 (474,313) (231,598) 1,188,990 164,729 (37,902) 411,988 (82,322) 24,193 (1,276) 7,278,157 (34,233) (701,198) (258,559) (8,781,520) (179,585) (976,417) (22,885) (977,452) (315,711) 56,826 14,799,972 1,047,096 57,166 (Continued)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

	For the Year Ended	For the Year Ended	For the Year Ended	December 31
		2013		2012
Interest paid	$	(742,236)	$	(536,643)
Income tax paid		(2,026,121)		(2,520,841)
Net cash generated from operating activities		20,688,338		12,846,750
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets		(7,529)		(236,812)
Proceeds on sales of available-for-sale financial assets		167,739		1,534,799
Proceeds from capital reduction of available-for-sale assets		83,696		-
Proceeds (acquisition) of debt investments with no active market		9,306,226		(5,859,175)
Acquisition of associates		(13,099)		(155,134)
Net cash inflow on disposal of associates		111,476		-
Net cash outflow on disposal of subsidiaries		(31,454)		-
Payments for property, plant and equipment		(6,198,402)		(7,964,228)
Proceeds from disposal of property, plant and equipment		1,119,266		1,708,219
(Increase) decrease in refundable deposits		(79,166)		3,626
Payments for intangible assets		(141,387)		(74,585)
(Increase) decrease in other noncurrent assets		(49,688)		1,565,949
Dividend received from associates		37,852		36,353
Net cash generated from (used in) investing activities		4,305,530		(9,440,988)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings		8,357,873		2,357,321
Proceeds of long-term borrowings		3,244,009		176,729
Proceeds (refund) of guarantee deposits received		(7,460)		3,844
Decrease in finance lease payables		(49,414)		(110,170)
Payment cash interests		(5,340,117)		(5,118,482)
Proceeds of the exercise of employee stock options		575,114		27,245
Partial acquisition of subsidiaries		(17,171,678)		-
Partial disposal of interests in subsidiaries without losing control loss		-		288,198
Dividends paid to noncontrolling interests		(450,532)		(1,842,840)
Net cash used in financing activities		(10,842,205)		(4,218,155)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES		554,636		(844,983)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS		14,706,299		(1,657,376)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR		51,224,870		52,882,246
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$	65,931,169	$	51,224,870
The accompanying notes are an integral part of the consolidated financial	statements.			(Concluded)

Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2014, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2013 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 27, 2014

Attachment 5

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2013

Unallocated earnings, beginning of year Add: Adjustments on the first-time adoption of TIFRS Adjusted unallocated earnings, beginning of year Less: adjustments on equity method investments Add: adjustments on the actuarial gain Adjusted unallocated earnings Add: Net profit Add: Reverse special reserve Less: Legal reserve ( 10% ) Distributable earnings

Distribution: (1) Stock dividends: (NT$ 0.05 /per share) (2) Cash dividends: (NT$ 2.71 /per share) Unallocated earnings, end of year

Amount (NT$) 6,295,335,437 400,712,983 6,696,048,420 (3,293,789,668) 14,975,690 3,417,234,442 8,754,847,798 640,243,906 (875,484,780) 11,936,841,366 (116,381,290) (6,307,865,704) 5,512,594,372

Note: (1) Remuneration to directors: (70,038,782) (2) Stock bonus to employees: (189,945,178) (3) Cash bonus to employees: (997,212,183)

Remarks:

Under the Integrated Income Tax System (Imputation Tax System), upon calculating the deductible tax in accordance with Article 66-6 of the Income Tax Act, earnings of 1998 and thereafter should be distributed first. When unallocated earnings on which 10% surtax is levied in accordance with Article 66-9 of the Income Tax Act is calculated, earnings of the latest year should be distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of Finance dated April 30, 1998.
Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and Financial-Supervisory-Securities No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012.
For Year 2013, the Company planned to distribute stock bonuses amounting to NT$189,945,178 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$997,212,183, total employee bonuses amount to NT$1,187,157,361, which does not exceeds net profit after tax for 2013 or 50% of distributable earnings.
By accounting for investments with the equity method, the Parent Company adjusted for a decrease in its retained earnings by NTD$ 3,293,789,668.This adjustment is made in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of the Republic of China Companies Ordinance. An increase in the acquired equity interests of a subsidiary is classified as an equity transaction. The difference between the carrying amount and market price of the acquisition of additional interest in subsidiary would first offset against the paid-in-capital, and debited to retained earnings if there is no sufficient paid-in-capital.

Attachment 6

Lite-On Technology Corporation “Articles of Incorporation”, Contents before and after Amendment in 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. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing 6. CC01030 Manufacture of electrical appliance and audio and visual electronic products. 7. CC01040 Lighting Facilities Manufacturing 8. CC01060 Manufacture of wire communications machinery & equipment. 9. CC01070 Manufacture of wireless communications machinery & equipment. 10. CC01080 Manufacture of electronic parts & components. 11. CC01090 Batteries Manufacturing 12. CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture. 13. CC01110Computers and Computing Peripheral Equipments Manufacturing	Article II The Company shall engage in the following business: 1. C804020 Manufacture of industry-oriented rubber products. 2. C805050 Manufacture of industry-oriented plastic products. 3. CB01010 Manufacture of machinery & equipment 4. CB01020 Business machinery manufacture. 5. CC01120 Data storage media manufacture and duplication. 6. CC01030 Manufacture of electrical appliance and audio and visual electronic products. 7. CC01080 Manufacture of electronic parts & components. 8. CC01060 Manufacture of wire communications machinery & equipment. 9. CC01070 Manufacture of wireless communications machinery & equipment. 10. CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture. 11. CD01030 Manufacture of automobile and automobile parts & components. 12. CE01030 Manufacture of Optical instrument. 13. CH01040 Manufacture of toy. 14. CQ01010 Manufacture of mold. 15. F106030 Mold wholesale. 16. F206030 Mold retail. 17. F109070 Cultural,educational,music	Duly amended in accordance with the business line codes promulgated by the Ministry of Economic Affairs.

14.	CC01120	Data storage	media
15.	manufacture CC01990	and duplication. Electrical Machinery,
	Supplies Manufacturing

CD01030 Manufacture of automobile and automobile parts & components.
CD01040 Motor Vehicles and Parts Manufacturing 18. CE01010 Precision Instruments Manufacturing 19. CE01030 Manufacture of Optical instrument.

18. 19.	Manufacturing CE01010 Precision Instruments Manufacturing CE01030 Manufacture of Optical instrument.
20.	CF01011 Medical Materials and
	Equipment Manufacturing
21.	CH01040 Manufacture of toy.
22.	CQ01010 Manufacture of mold.
23.	E603090 Illumination Equipments
	Construction
24.	E801010 Interior decoration services
25.	F106030 Mold wholesale.
26.	F108031 Wholesale of Drugs,
	Medical Goods
27.	F109070 Cultural, educational, music and recreational article & instrument
	wholesale.
28. 29.	F111090 Building material wholesale F113010 Machinery wholesale.
30.	F113020 Electrical appliance
31.	wholesale. F113030 Precise instrument
	wholesale.
32.	F113050 Computer & business
33.	machinery & equipment wholesale. F113070 Telecommunication
	equipment wholesale.
34. 35.	F113110 Wholesale of Batteries F114010 Wholesale of Automobiles
36.	F114020 Wholesale of Motorcycles
37.	F114030 Automobile, motorcycle
38.	parts & accessories wholesale. F118010 Information software
	wholesale.
39.	F119010 Electronic material wholesale.
40.	F206030 Mold retail.
41.	F209060Cultural, educational, music
	and recreational article & instrument
	retail.
42.	F211010 Building material retail.
43.	F213010 Electric appliance retail.

and recreational article & instrument wholesale.

F209060 Cultural, educational, music and recreational article & instrument retail.
F113030 Precise instrument

wholesale.

F213040 Precise instrument retail.
F111090 Building material wholesale.
F211010 Building material retail.
F113010 Machinery wholesale.
F213080 Machinery & equipment retail.
F114030 Automobile, motorcycle parts & accessories wholesale.
F214030 Automobile, motorcycle parts & accessories retail.
F119010 Electronic material wholesale.
F219010 Electronic material retail. 29. F118010 Information software wholesale.
F218010 Information software retail. 31. F113020 Electrical appliance wholesale.
F213010 Electric appliance retail. 33. F113050 Computer & business machinery & equipment wholesale. 34. F213030 Computer & business machinery & equipment retail. 35. F113070 Telecommunication equipment wholesale.
F213060 Telecommunication equipment retail.
F401010 International trade.
F401021 Import of controlled telecommunication frequency RF equipment.
I103060 Management consultancy. 40. I102010 Investment consultancy. 41. I503010 Landscaping, interior design

44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66.	F213030 Computer & business machinery & equipment retail. F213040 Precise instrument retail. F213060 Telecommunication equipment retail. F213080 Machinery & appliance retail. F213110 Retail Sale of Batteries F214010 Retail Sale of Automobiles F214020 Retail Sale of Motorcycles F214030 Automobile, motorcycle parts & accessories retail. F218010 Information software retail. F219010 Electronic material retail. F401010 International trade. F401021 Import of controlled telecommunication frequency RF equipment. G801010 Warehousing services. H701010 Housing and building development, lease and sales. I102010 Investment consultancy. I103060 Management consultancy. I301010 Information software services. I301020 Data Processing Services I501010 Product design business I503010 Landscaping, interior design business. IC01010 Pharmaceuticals Examining Services IG03010 Energy Technical Services ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.	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 by laws.
Article XXIX These Articles were duly established on March 13, 1989. These Articles were duly amended on March 20, 1990 as the 1st amendment. These Articles were duly amended on May 1, 1991 as the 2nd amendment.		Article XXIX These Articles were duly established on March 13, 1989. These Articles were duly amended on March 20, 1990 as the 1st amendment. These Articles were duly amended on May 1, 1991 as the 2nd amendment.	Addition of date of amendment

	These Articles were duly amended on May 20, 1992 as the 3rd amendment. These Articles were duly amended on June 27, 1992 as the 4th amendment. These Articles were duly amended on June 21, 1993 as the 5th amendment. These Articles were duly amended on December 18, 1993 as the 6th amendment. These Articles were duly amended on May 30, 1995 as the 7th amendment. These Articles were duly amended on April 2, 1996 as the 8th amendment. These Articles were duly amended on May 7, 1997 as the 9th amendment. These Articles were duly amended on May 19, 1998 as the 10th amendment. These Articles were duly amended on June 21, 1999 as the 11th amendment. These Articles were duly amended on May 31, 2000 as the 12th amendment. 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 dulyamended on June	These Articles were duly amended on May 20, 1992 as the 3rd amendment. These Articles were duly amended on June 27, 1992 as the 4th amendment. These Articles were duly amended on June 21, 1993 as the 5th amendment. These Articles were duly amended on December 18, 1993 as the 6th amendment. These Articles were duly amended on May 30, 1995 as the 7th amendment. These Articles were duly amended on April 2, 1996 as the 8th amendment. These Articles were duly amended on May 7, 1997 as the 9th amendment. These Articles were duly amended on May 19, 1998 as the 10th amendment. These Articles were duly amended on June 21, 1999 as the 11th amendment. These Articles were duly amended on May 31, 2000 as the 12th amendment. 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 dulyamended 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 June 19, 2014 as the 25th amendment.	19, 2012 as the 23rd amendment. These Articles were duly amended on June 19, 2013 as the 24th amendment.

Attachment 7

Lite-On Technology Corporation Comparison of the Original Text and the Amended Text in `“` Procedures for the Acquisition and Disposal of Assets `”`

Amended Text	Original Text	Original Text	Explanation
1. Legal Sources This document is established pursuant to Article 36-1 of the Securities and Exchange Act and The letter “Regulations Governing the Acquisition or Disposition of Assets by Public Companies” which issued by the Securities and Futures Bureau, Financial Supervisory Commission (hereinafter referred to as “FSC”), R.O.C.	1. Legal Sources This document is established pursuant to Article 36-1 of the Securities and Exchange Act and The letter “Regulations Governing the Acquisition or Disposition of Assets by Public Companies” which issued by the Securities and Futures Bureau, Financial Supervisory Commission (hereinafter referred to as “FSC”),Executive Yuan, R.O.C.		Amended in accordance with the current name of the competent authority

2.1.2 Real property(including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory)and equipment.	2.1.2 Real property and assets.	other fixed	Amended in accordance with revision of regulation
3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156, paragraph 8of the CompanyAct.	3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156, paragraph6 of the CompanyAct.		Amended in accordance with revision of regulation
3.3 Related defined in the	3.3 Related those parties		Amended in accordance with revision of regulation

Amended Text	Amended Text	Amended Text	Amended Text	Original Text	Explanation
Delete this article				3.4 Subsidiary: These shall refer to those business entities where the company has the capacity to exert control pursuant to Accounting Standards (Note 2) published by the ARDF. (Note 2) The“subsidiary”is defined in accordance with the R.O.C. Statement of Financial Accounting Standards (SFAS) No. 5 and No. 7 before December 31, 2012 and then in accordance with the International Accounting Standard 27 since January 1, 2013.	Amended in accordance with revision of regulation , merger into 3.3
3.4 Professional appraisers: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.				3.5 Professional appraisers: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property orother fixed assets.	Renumbered Article and amended in accordance with revision of regulation
3.5 Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.				3.6 Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.	Renumbered Article
3.6 Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.				3.7 Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.	Renumbered Article
4. Limits on the investments of realty not for business use and marketable securities The company and respective subsidiary may acquire the aforementioned assets in accordance with the followinglimits: The company Investment holding Company Other subsidiaries Realty not for business use 15% of net worth 5% of the net worth of parent Investment of marketable securities 150% of the net worth 100% of the net worth of subsidiary 10% of the net worth of parent Amount of investment on individual security 50% of the net worth 100% of the net worth of subsidiary 5% of the net worth of parent				4. Limits on the investments of realty not for business use and marketable securities The company and respective subsidiary may acquire the aforementioned assets in accordance with the followinglimits: The company Holding Company Other subsidiaries Realty not for business use 15% of net worth 5% of the net worth of parent Investment of marketable securities 150% of the net worth 100% of the net worth of subsidiary 10% of the net worth of parent Amount of investment on individual security 50% of the net worth 100% of the net worth of subsidiary 5% of the net worth of parent	Amended in according with operational needed
	The company	Investment holding Company	Other subsidiaries
Realty not for business use	15% of net worth	5% of the net worth of parent
Investment of marketable securities	150% of the net worth	100% of the net worth of subsidiary	10% of the net worth of parent
Amount of investment on individual security	50% of the net worth	100% of the net worth of subsidiary	5% of the net worth of parent

Amended Text	Original Text	Explanation
5.3 If the dollar transaction amount of the company acquiring or disposing of securities is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (hereinafter referred to as“ARDF”).This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).	5.3 If the dollar transaction amount of the company acquiring or disposing of securities is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC),Executive Yuan.	Modified in accordance with regulation
6. Acquisition or disposal of realty or equipment	6.Acquisition or disposal of realty or other fixed assets	Amended in accordance with revision of regulation
6.1 Evaluation and Operation Process The company may buy or sell realty and equipment in accordance with the regulations governing the fixed asset cycle under the company’s internal control system.	6.1 Evaluation and Operation Process The company may buy or sell realty and fixed assets in accordance with the regulations governing the fixed asset cycle under the company’s internal control system.	Amended in accordance with revision of regulation
6.2.2 For the acquisition or disposition of equipment,the respective department shall make an inquiry, compare the offer, negotiate on the price or submit to bidding. The limit shall be based on the line of authority.	6.2.2 For the acquisition or disposition of other fixed assets,the respective department shall make an inquiry, compare the offer, negotiate on the price or submit to bidding. The limit shall be based on the line of authority.	Amended in accordance with revision of regulation
6.3 In acquiring or disposing of real property orequipment where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:	6.3 In acquiring or disposing of real property orother fixed assetswhere the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing ofmachinery andequipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further complywith the following provisions:	Amended in accordance with revision of regulation
7.3 The company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more,except in transactions with a government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transactionprice;the CPA shall comply	7.3 The company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of AuditingStandards No.	Amended in accordance with revision of regulation

Amended Text	Original Text	Explanation
with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	20 published by the ARDF.
9.1 When the company engages in any acquisition or disposal of assets from or to a related party, in addition to comply with the procedure in section5~7, ensuring that the necessary resolutions in this section are adopted and the reasonableness of the transaction terms is appraised. If the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the section 5~7. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationshipshall also be considered.	9.1 When the company engages in any acquisition or disposal of assets from or to a related party, in addition to comply with the procedure in section6,ensuring that the necessary resolutions in this section are adopted and the reasonableness of the transaction terms is appraised. If the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the section6. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationshipshall also be considered.	Amended in accordance with revision of regulation
9.2 Evaluation and Operation Process The company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds,the company may not proceed to enter into a transaction contract or make a payment until the following matters have been and approved by the audit committee and resolved by the board of directors:	9.2 Evaluation and Operation Process The company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been and approved by the audit committee and resolved by the board of directors:	Amended in accordance with revision of regulation
9.2.7 Restrictive covenants and other important stipulations associated with the transaction. With respect to the acquisition or disposal of business-use equipment between the company and its parent or subsidiaries, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. Where the position of independent director has been created in accordance with theprovisions of the Act,when a	9.2.7 Restrictive covenants and other important stipulations associated with the transaction. With respect to the acquisition or disposal of business-usemachinery and equipment between the company and its parent or subsidiaries, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. Where the position of independent director has been created in accordance with theprovisions of the Act,when a	Amended in accordance with revision of regulation

Amended Text Original Text Explanation matter is submitted for discussion by the matter is submitted for discussion by the board of directors pursuant to the board of directors pursuant to the preceding paragraph, the board of preceding paragraph, the board of directors shall take into full consideration directors shall take into full consideration each independent director's opinions. If each independent director's opinions. If an independent director objects to or an independent director objects to or expresses reservations about any matter, expresses reservations about any matter, it shall be recorded in the minutes of the it shall be recorded in the minutes of the board of directors meeting. board of directors meeting. Where an audit committee has been Where an audit committee has been established in accordance with the established in accordance with the provisions of the Act, the matters which provisions of the Act, the matters which requires recognition by the supervisors requires recognition by the supervisors shall first be approved by more than half shall first be approved by more than half of all audit committee members and then of all audit committee members and then submitted to the board of directors for a submitted to the board of directors for a resolution. If approval of more than half resolution. If approval of more than half of all audit committee members as of all audit committee members as required is not obtained, the procedures required is not obtained, the procedures may be implemented if approved by may be implemented if approved by more than two-thirds of all directors, and more than two-thirds of all directors, and the resolution of the audit committee the resolution of the audit committee shall be recorded in the minutes of the shall be recorded in the minutes of the board of directors meeting. The terms board of directors meeting. The terms "all audit committee members" and "all "all audit committee members" and "all directors" shall be counted as the actual directors" shall be counted as the actual number of persons currently holding number of persons currently holding those positions those positions 9.3.1.2 Total loan value appraisal 9.3.1.2 Total loan value appraisal Amended in from a financial institution where the from a financial institution where the accordance with related party has previously created a related party has previously created a revision of mortgage on the property as security for mortgage on the property as security for regulation and a loan; provided, the actual cumulative a loan; provided, the actual cumulative modify the referred amount loaned by the financial institution amount loaned by the financial institution article shall have been 70 percent or more of the shall have been 70 percent or more of the financial institution's appraised loan financial institution's appraised loan value of the property and the period of value of the property and the period of the loan shall have been 1 year or more. the loan shall have been 1 year or more. However, this shall not apply where the However, this shall not apply where the financial institution is a related party of financial institution is a related party of one of the trading counterparties. one of the trading counterparties. Where land and structures thereupon are Where land and structures thereupon are combined as a single property purchased combined as a single property purchased in one transaction, the transaction costs in one transaction, the transaction costs for the land and the structures may be for the land and the structures may be separately appraised in accordance with separately appraised in accordance with either of the means listed in section either of the means listed in section 9.3.1.1 and 9.3.1.2. 9.3.1.1 and 9.3.1.2. The company that acquires real property The company that acquires real property from a related party and appraises the from a related party and appraises the cost of the real property in accordance cost of the real property in accordance with 9.3.1.1 and 9.3.1.2 shall also engage with 9.3.1.1 and 9.3.1.2 shall also engage a CPA to check the appraisal and render a a CPA to check the appraisal and render a specific opinion. specific opinion. Where the company acquires real Where the company acquires real property from a related party and one of property from a related party and one of the following circumstances exists, the the following circumstances exists, the acquisition shall be conducted in acquisition shall be conducted in accordance with section 9.2 and do not accordance with section 9.2 and do not apply the paragraph 1~3 of the section the paragraph 1~3 of the section ~3 of the section 3 of the section the section he section apply the section 9.3.1.1 and section 9.3.1.1 and section 9.3.1.2: 9.3.1.2: 9.3.1.2.1 The related party acquired 9.3.1.2.1 The related party acquired the real property through inheritance or property through inheritance or roperty through inheritance or perty through inheritance or erty through inheritance or y through inheritance or through inheritance or gh inheritance or h inheritance or the real property through inheritance or

Where the company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with section 9.2 and do not apply the paragraph 1~3 of the section the paragraph 1~3 of the section ~3 of the section 3 of the section the section he section 9.3.1.1 and section 9.3.1.2: 9.3.1.2.1 The related party acquired the real property through inheritance or property through inheritance or roperty through inheritance or perty through inheritance or erty through inheritance or y through inheritance or through inheritance or gh inheritance or h inheritance or

Amended Text	Original Text	Explanation
as a gift. 9.3.1.2.2 More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. 9.3.1.2.3 The real property is acquired through signing of a joint development contract with the related party,or through engaging a related party to build real property, either on the company's own land or on rented land.	as a gift. 9.3.1.2.2 More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. 9.3.1.2.3 The real property is acquired through signing of a joint development contract with the related party.
11.1.3.1 Hedge Trade: A. Qualify for hedge accounting: Booking the transaction with hedge accounting principle when it follows the hedge accounting standards(Note1) (Note1)“Hedge accounting” is defined in accordance with the R.O.C. Statement of Financial Accounting Standards (SFAS) No. 34 before December 31, 2012 and then in accordance with the International Accounting Standard 39 since January 1, 2013.	11.1.3.1 Hedge Trade: A. Qualify for hedge accounting: Booking the transaction with hedge accounting principle when it follows the hedge accounting standards(Note3) (Note3)“Hedge accounting” is defined in accordance with the R.O.C. Statement of Financial Accounting Standards (SFAS) No. 34 before December 31, 2012 and then in accordance with the International Accounting Standard 39 since January 1, 2013.	Modify the referred note No.
11.4 Accounting The accounting process of financial derivative trade shall be done in accordance with the GAAP (Note2) announced by the ARDF. (Note2)The “GAAP” is defined in accordance with the R.O.C. Statement of Financial Accounting Standards (SFAS) before December 31, 2012 and then in accordance with the International Accounting Standard since January 1, 2013.	11.4 Accounting The accounting process of financial derivative trade shall be done in accordance with the GAAP (Note4) announced by the ARDF. (Note4)The “GAAP” is defined in accordance with the R.O.C. Statement of Financial Accounting Standards (SFAS) before December 31, 2012 and then in accordance with the International Accounting Standard since January 1, 2013.	Modify the text and the referred note No.
11.5.2.7 The company’s top officer of the Financial Division is authorized under this procedure the limit for financial derivative trade and shall report tothe soonest of the board for recognition.	11.5.2.7 The company’s top officer of the Financial Division is authorized under this procedure the limit for financial derivative trade and shall report to the board for recognition.	Amended in accordance with revision of regulation
11.5.2.8 Relevant departments within the company shall prepare record books noting down all transactions by type, amount of derivatives and the board resolution date. In addition, items as specified in11.5.3.1~3 shall be subject to review and shall be stated in the said record books in full detail.	11.5.2.8 Relevant departments within the company shall prepare record books noting down all transactions by type, amount of derivatives and the board resolution date. In addition, items as specified in11.1.4.1 and11.5.2.6 shall be subject to review and shall be stated in the said record books in full detail.	Modify the referred article
13. Enforcement, Punishment and Reward Investment and Finance are the departments in charge of the execution of securities investments. Users and relevant departments shall be in charge of the acquisition or disposition of realty andequipment.Relevant personnel who defy this procedure shall be liable for punishment in accordance with the “Regulation for Reward and Punishment” or other related regulations.	13. Enforcement, Punishment and Reward Investment and Finance are the departments in charge of the execution of securities investments. Users and relevant departments shall be in charge of the acquisition or disposition of realty andfixed assets.Relevant personnel who defy this procedure shall be liable for punishment in accordance with the “Regulation for Reward and Punishment” or other related regulations.	Amended in accordance with revision of regulation

Amended Text	Original Text	Explanation
14.1 Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase,or resale agreements,or subscription or redemption of domestic money market funds.	14.1 Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchaseand resale agreements.	Amended in accordance with revision of regulation
14.4.2 Investment is taken as a profession and conduct trade of marketable securities in domestic or overseas stock exchanges or OTC markets,or subscription of securities by a securities firm, either in the primary market or in accordance with relevant regulations.	14.4.2 Investment is taken as a profession and conduct trade of marketable securities in domestic or overseas stock exchanges or OTC markets.	Amended in accordance with revision of regulation
14.4.3 Bonds with repurchase or reverse repurchase features, or subscription or redemption of domestic money market funds.	14.4.3 Bonds with repurchase or reverse repurchase features.	Amended in accordance with revision of regulation
14.4.4 The types of assets acquired or disposed areequipment for business use and the counterpart is not a related party and the amount of transaction does not exceed NT$500 million.	14.4.4 The types of assets acquired or disposed aremachinery for business use and the counterpart is not a related party and the amount of transaction does not exceed NT$500 million.	Amended in accordance with revision of regulation
18. The transaction amount defined in section 5, 6, 7, 9 and 14 of the Procedures is based on the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (Announced by FSC). For the calculation of 10 percent of total assets under these procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.	18. The transaction amount defined in section 5, 6, 7, 9 and 14 of the Procedures is based on the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (Announced by FSC).	Amended in accordance with revision of regulation and the current name of the competent authority

Appendix 1

Rules and Procedures of Shareholders’ Meeting

Lite-On Technology Corporation

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6.

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.

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. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company Act.

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

This Company shall furnish the shareholders meeting notice with the time and venue for signing in. The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge. Shareholders or their proxies (collectively, “shareholders”) shall submit

Notice of attendance when signing in. Shareholders shall attend a shareholder meeting on the basis of the attendance card or other supporting document. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the chairperson does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair. The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation 9. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the Notice of attendance handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another

shareholders meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

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.
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may

not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholders meeting, it 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. 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.
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 files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
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.

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.
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the 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.
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 Company Act.
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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.

Appendix 2

Lite-On Technology Corporation

Articles of Incorporation

Chapter One General Provisions

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

Article II The Company shall engage in the following business:

C804020 Manufacture of industry-oriented rubber products.
C805050 Manufacture of industry-oriented plastic products.
CB01010 Manufacture of machinery & equipment
CB01020 Business machinery manufacture.
CC01120 Data storage media manufacture and duplication.
CC01030 Manufacture of electrical appliance and audio and visual electronic products.
CC01080 Manufacture of electronic parts & components.
CC01060 Manufacture of wire communications machinery & equipment.
CC01070 Manufacture of wireless communications machinery & equipment.
CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture.
CD01030 Manufacture of automobile and automobile parts & components.
CE01030 Manufacture of Optical instrument.
CH01040 Manufacture of toy.
CQ01010 Manufacture of mold.
F106030 Mold wholesale.
F206030 Mold retail.
F109070 Cultural, educational, music and recreational article & instrument wholesale.
F209060 Cultural, educational, music and recreational article & instrument retail.
F113030 Precise instrument wholesale.
F213040 Precise instrument retail.
F111090 Building material wholesale.
F211010 Building material retail.
F113010 Machinery wholesale.
F213080 Machinery & equipment retail.
F114030 Automobile, motorcycle parts & accessories wholesale.
F214030 Automobile, motorcycle parts & accessories retail.
F119010 Electronic material wholesale.
F219010 Electronic material retail.
F118010 Information software wholesale.
F218010 Information software retail.

F113020 Electrical appliance wholesale.
F213010 Electric appliance retail.
F113050 Computer & business machinery & equipment wholesale.
F213030 Computer & business machinery & equipment retail.
F113070 Telecommunication equipment wholesale.
F213060 Telecommunication equipment retail .
F401010 International trade.
F401021 Import of controlled telecommunication frequency RF equipment.
I103060 Management consultancy.
I102010 Investment consultancy.
I503010 Landscaping, interior design business.
I501010 Product design business.
I301010 Information software services.
G801010 Warehousing services.
E801010 Interior decoration services.
H701010 Housing and building development, lease and sales.
ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.
Article III The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors.

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

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

Chapter Two Shares

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

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

Chapter Four Directors and Audit Committee

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

The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority.

Article XV The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors, one chairman shall be duly elected. In the same manner, one vice chairman shall be elected as necessary. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally and preside over all the Company’s business affairs, as assisted by the Vice Chairman.

Article XVI Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly held to elect ones supplementarily to serve the tenure of office remaining by the predecessors.

Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meeting whenever the chairman considers it necessary or on the requisition of two or more directors. Board of Directors meetings shall be convened and chaired by the chairman in all cases. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law.

Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency.

The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person.

Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors

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

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

Chapter Five Managers and staff members

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

Chapter Six Accounting

Article XXII Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and submit such documents to the shareholders' meeting for adoption. In case of other requirements set forth in the Securities and Exchange Law or other laws and ordinances concerned, such Securities and Exchange Law and other laws and ordinances concerned shall govern. 1. Business report; 2. Financial Statements; and 3. Proposals of profit appropriation or loss coverage.
Article XXIII The Company is currently operating at the growing phase. In consideration of expansion of future operation, needs for working capital and the impact of the taxation system on the Company and shareholders, the Company will distribute dividends where cash dividends shall not be less than 10% of the total dividends distributed in the year.
Article XXIV From the profit earned in current year, the Company shall pay taxes and make up any previous loss, if any, then withhold 10% for legal reserve, then provide or reverse special reserve as required by competent authority. The balance added with unallocated earnings accumulated previously will be duly allocated at the following ratio after certain earnings is set aside for business growth.

Bonus to employees: no less than 1%
Remuneration to directors: no more than 1.5%
Remainder thereafter, to be dividends to shareholders

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

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

The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment.

Appendix 3

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

Item	Year	Year	2014
Paid-in capital,	beginningofyear		N$23,246,552,210
	Cash dividendsper share
			NT$2.71
Distribution of

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

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


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

Note 1: To be approved by 2014 general shareholders’ meeting Note 2: In accordance with the “Guidelines for Disclosure of the Financial Forecast by Public

Companies”, it is not necessary for the Company to disclose financial forecast information of 2014. Thus information related to change of operating performance and pro forma earnings per share and the PE ratio are not applicable.

Appendix 4

Information regarding bonus to employees and remuneration to directors

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

Earnings appropriation of the Company for 2013 has been approved by the Board of Directors on March 27, 2014. The proposed amounts to be distributed as bonus to employees and remuneration to directors are NT$997,212,183and NT$70,038,782, respectively. It is also proposed to issue stock bonus to employees in the amount of NT$189,945,178. The number of shares to be issued will be determined in accordance with the closing price of the day preceding the shareholders meeting, with the impact of ex-right and ex-dividend taken into account. The above-mentioned amounts of remuneration to directors, cash bonus to employees and stock bonus to employees have been accounted for as expenses in 2013. There is no inconsistency between the amounts accounted for and the amounts to be distributed as proposed by the Board of Directors.

Appendix 5

Lite-On Technology Corporation

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

I. In accordance with Article 26 of the Securities and Exchange Law, the Company’s directors and supervisors shall at least hold a total of 55,863,017 shares. As of April 21, 2014, the entire directors and supervisors of the Company held 194,853,959 shares.
II. The Company has established an Audit Committee; so the requirements for shareholding by supervisors are not applicable.
III. Shares held by Independent Directors are not counted towards the shares held by all directors.
IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is suspended, i.e., April 21, 2014.

Position	Name	Date when elected	Tenure of office	Number of shares held when being elected	Number of shares held on the date when transfer is suspended
Chairman	Raymond Soong	20130619	Three	77738111	78125249
		..	years	,,	,,
Director	David Lin	2013.06.19	Three years	8,783,494	12,778,670
Director	Dorcas Investment Co., Ltd. RepresentativeJoseph Lin	2013.06.19	Three years	5,930,283	5,959,816
Director	Lite-On Capital Corporation RepresentativeWarrenChen	2013.06.19	Three years	14,817,672	14,891,464
Director	Ta-Sung Investment Co., Ltd. Representative Keh-Shew Lu	2013.06.19	Three years	46,159,459	46,389,334
Director	Ta-Sung Investment Co., Ltd. Representative Rick Wu	2013.06.19	Three years	46,159,459	46,389,334
Director	Yuan Pao Development & Investment Co. Ltd. RepresentativeCHChen	2013.06.19	Three years	36,527,518	36,709,426
Director	Yuan Pao Development & Investment Co. Ltd. Representative David Lee	2013.06.19	Three years	36,527,518	36,709,426
Independent	KF W	20130619	Three	0	0
Director	uo-eng u	..	years
Independent	H Ch	20130619	Three	0	0
Director	arvey ang	..	years
Independent Director	Edward Yang	2013.06.19	Three years	0	0
The total of all directors				189,956,537	194,853,959

AI assistant

LTC — AGM Information 2014

51997_rns_2014-07-21_14db1fa6-e9a3-47c5-adaf-cc5b4b067153.pdf

Lite-On Technology Corporation

Meeting Agenda

Meeting Procedure for the Annual General Meeting of Shareholders for 2014

VI. Adjournment

Lite-On Technology Corporation

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

III. Reports on Company Affairs

IV. Proposals, Election and Discussions

Proposed by the Board of Directors

Proposed by the Board of Directors

Resolution

Proposed by the Board of Directors

Resolution

Proposed by the Board of Directors

Proposed by the Board of Directors

Letter to Shareholders Attachment 1

Ladies and Gentlemen,

 Operating Performance

 Honors and Recognitions

 Development and Outlook

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

AUDIT COMMITTEE REPORT

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2013

Remarks:

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

Lite-On Technology Corporation Comparison of the Original Text and the Amended Text in “ Procedures for the Acquisition and Disposal of Assets ”

Lite-On Technology Corporation

1.

2.

3.

4.

5.

6.

Lite-On Technology Corporation

Chapter One General Provisions

Chapter Two Shares

Chapter Four Directors and Audit Committee

Chapter Five Managers and staff members

Chapter Six Accounting

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

Information regarding bonus to employees and remuneration to directors

Lite-On Technology Corporation

More from LTC

LTC AGM Information 2014

Lite-On Technology Corporation Comparison of the Original Text and the Amended Text in `“` Procedures for the Acquisition and Disposal of Assets `”`