LTC - AGM Information 2014 | FinancialReports.eu

Stock code 2301

Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2014

Meeting Minutes

Date: June 19, 2014

Lite-On Technology Corporation 2014 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 19, 2014

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

Attending shareholders and proxy representing:

1,797,599,748 shares (among them, 1,188,585,586 shares voted via electronic transmission), which accounts for 78.17% of total 2,299,507,230 outstanding shares (excluding 28,118,091 non-voting shares)

Non-shareholding attendees :

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

Chairperson: Raymond Soong, Chairman Recorder: Penny Yeh

I. Chairman Called the Meeting to Order

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

II. Chairman’s Opening Remarks (omitted)

III. Reports on Company Affairs

i. 2013 Business Report (see Attachment 1)
ii. Audit Committee’s Review Report on 2013 Financial Statements (see Attachment 2~4)
iii. Reports on the Mergers and Acquisitions status (omitted)

IV. Proposals, Election and Discussions

i. Proposal: Adoption of 2013 Financial Statements. (Proposed by the Board of Directors)

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.
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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.

Voting Result: 1,243,361,538 shares voted for the proposal

(among them, 771,231,834 shares voted via electronic transmission);

21,360 shares voted against the proposal

(among them, 21,360 shares voted via electronic transmission);

554,216,850 votes were either invalidly cast or abstained.

(among them, 417,332,392 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
ii. Proposal: Adoption of the Proposal for Appropriation of 2013 Earnings
(Proposed by the Board of Directors)

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.
Please refer to Attachment 5 for earnings appropriation.
In the event of repurchase of the Company’s shares, transfer, conversion or
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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.

Voting Result: 1,249,683,389 shares voted for the proposal

(among them, 777,553,685 shares voted via electronic transmission); 29,103 shares voted against the proposal

(among them, 29,103 shares voted via electronic transmission);

547,887,256 votes were either invalidly cast or abstained. (among them, 411,002,798 shares voted via electronic transmission)

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

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

iii. Proposal: Dividends and employee bonuses payable in newly-issued shares of common stock for 2013 (Proposed by the Board of Directors)

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.
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3. 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 exright date as shown through the Register of Shareholders. 5 shares will be distributed for every one thousand shares.
2) After the proposal of share issuance is resolved by the shareholders’ meeting and approved by the competent authority, the ex-right date will be determined. Payout shall be made to existing shareholders pro rata based on the shareholdings of shareholders as of the ex-right date as shown through the Register. For any fractional share less than one full share, shareholders may elect to consolidate fractional shares into whole shares and register with the Company’s Stock Affairs Department within five days starting from the ex-right date. In the event that a shareholder fails to complete such action within the specified time frame and for the fractional share less than one whole share after consolidation, such fractional shares shall be paid in cash (rounded off to the nearest whole number of New Taiwan Dollars and any fraction less than one New Taiwan Dollar shall be unconditionally discarded). The fractional shares shall be subscribed at par value, to individuals assigned by the Chairperson.
3) In the event of repurchase of the Company’s shares, transfer, conversion, and annulment of treasury stocks, and exercise of 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.
Notes: Employee stock bonuses amounting to NT$189,945,178 will be paid out in newly-issued stock. Based on the closing price NTD49.45 on June 18, 2014, with the impact of ex-right and ex-dividend taken into account, 4,084,842 shares will be issued. Any fractional share less than one full share of the stock bonuses, which translates to NTD25, shall be paid in cash.
Please proceed to resolve.

Voting Result: 1,249,658,077 shares voted for the proposal

(among them, 777,528,373 shares voted via electronic transmission);

31,597 shares voted against the proposal

(among them, 31,597 shares voted via electronic transmission);

547,910,074 votes were either invalidly cast or abstained.

(among them, 411,025,616 shares voted via electronic transmission)

Resolution: The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies. Shareholders dividends, which amounts to 11,638,129 new shares with face value of NT$116,381,290. Employee stock bonuses, which amounts to 4,084,842 new shares with value of NT$189,945,178 be issued. The fractional share less than one full share of NT$25 stock bonuses is paid in cash.
iv. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.( Proposed by the Board of Directors)

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.

Voting Result: 1,220,161,290 shares voted for the proposal

(among them, 748,031,586 shares voted via electronic transmission);

321,487 shares voted against the proposal (among them, 321,487 shares voted via electronic transmission);

577,116,971 votes were invalidly cast or abstained.

(among them, 440,232,513 shares voted via electronic transmission)

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

v. Proposal: Amendment to “Procedures for Acquisition and Disposal of Assets”, please discuss and resolve. (Proposed by the Board of Directors)

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.
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Voting Result: 1,219,770,443 shares voted for the proposal

(among them, 747,640,739 shares voted via electronic transmission);

30,381 shares voted against the proposal

(among them, 30,381 shares voted via electronic transmission);

577,798,924 votes were either invalidly cast or abstained. (among them, 440,914,466 shares voted via electronic transmission)

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

V. Provisional Motions: None

VI. Adjournment

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

Attachment 1

Lite-On Technology Corporation Business Report

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 gamingrelated products saw a substantial increase. Annual growth doubled for both lines of products.

On the other hand, as the leading manufacturer of optoelectronic components, LiteOn 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.

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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 LiteOn 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.

 Development and Outlook

2014 will mark the 40[th] year anniversary of Lite-On Technology. Along the way, LiteOn 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 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.

Person in charge:

Manager:

Chief Accountant:

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 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		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		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		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

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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	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	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	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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Attachment 2-2

LITE-ON TECHNOLOGY CORPORATION

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	For the Years Ended December 31
	2013	% 102 1 1 100 90 10 - - 10 2 3 2 7 3 9 - - 1 - - (1) - - -	2012
	Amount $ 81,058,390 323,820 1,100,791 79,633,779 71,585,095 8,048,684 4,938 - 8,043,746 1,380,316 2,703,984 1,758,838 5,843,138 2,200,608 7,002,137 61,927 14,435 815,170 342,674 - (488,234) (369,106) (235,277) (33,419)		Amount $ 78,151,418 313,787 1,093,294 76,744,337 69,655,055 7,089,282 - 89,525 7,178,807 1,421,078 2,493,950 1,529,054 5,444,082 1,734,725 5,568,989 83,130 21,459 948,584 16,848 310,085 (337,129) (225,930) (242) -	% 102 - 2 100 91 9 - - 9 2 3 2 7 2 7 - - 1 - 1 - - - -

(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
				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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Attachment 2-3

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.

15 -

Attachment 2-4

LITE-ON TECHNOLOGY CORPORATION

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

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
		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)

16 -

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)

17 -

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 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.

18 -

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		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 -		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 -		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 - -

19 -

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	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	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	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.

20 -

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)

21 -

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)

22 -

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)

23 -

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)

24 -

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)

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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

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Attachment 5

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2013

Amount (NT$) Unallocated earnings, beginning of year 6,295,335,437 Add: Adjustments on the first-time adoption of 400,712,983 TIFRS Adjusted unallocated earnings, beginning of year 6,696,048,420 Less: adjustments on equity method investments (3,293,789,668) Add: adjustments on the actuarial gain 14,975,690 Adjusted unallocated earnings 3,417,234,442 Add: Net profit 8,754,847,798 Add: Reverse special reserve 640,243,906 Less: Legal reserve ( 10% ) (875,484,780) Distributable earnings 11,936,841,366 Distribution: (1) Stock dividends: (NT$ 0.05 /per share) (116,381,290) (2) Cash dividends: (NT$ 2.71 /per share) (6,307,865,704) Unallocated earnings, end of year 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 669 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.
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Attachment 6

Lite-On Technology Corporation

“Articles of Incorporation”, Contents before and after Amendment in Comparison

	Comparison
Contents after amendment	Contents before amendment	Descriptions
Article II The Company shall engage in the following business: 1. C804020 Manufacture of industry- oriented rubber products. 2. C805050 Manufacture of industry- oriented plastic products. 3. CB01010 Manufacture of machinery & equipment 4. CB01020 Business machinery manufacture. 5. 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. CC01110 Computers and Computing Peripheral Equipments	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.	Duly amended in accordance with the business line codes promulgated by the Ministry of Economic Affairs.

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	14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40.	Manufacturing CC01120 Data storage media manufacture and duplication. CC01990 Electrical Machinery, Supplies Manufacturing CD01030 Manufacture of automobile and automobile parts & components. CD01040 Motor Vehicles and Parts Manufacturing CE01010 Precision Instruments Manufacturing CE01030 Manufacture of Optical instrument. CF01011 Medical Materials and Equipment Manufacturing CH01040 Manufacture of toy. CQ01010 Manufacture of mold. E603090 Illumination Equipments Construction E801010 Interior decoration services F106030 Mold wholesale. F108031 Wholesale of Drugs, Medical Goods F109070 Cultural, educational, music and recreational article & instrument wholesale. F111090 Building material wholesale F113010 Machinery wholesale. F113020 Electrical appliance wholesale. F113030 Precise instrument wholesale. F113050 Computer & business machinery & equipment wholesale. F113070 Telecommunication equipment wholesale. F113110 Wholesale of Batteries F114010 Wholesale of Automobiles F114020 Wholesale of Motorcycles F114030 Automobile, motorcycle parts & accessories wholesale. F118010 Information software wholesale. F119010 Electronic material wholesale. F206030 Mold retail.	15. F106030 Mold wholesale. 16. F206030 Mold retail. 17. F109070 Cultural, educational, music and recreational article & instrument wholesale. 18. F209060 Cultural, educational, music and recreational article & instrument retail. 19. F113030 Precise instrument wholesale. 20. F213040 Precise instrument retail. 21. F111090 Building material wholesale. 22. F211010 Building material retail. 23. F113010 Machinery wholesale. 24. F213080 Machinery & equipment retail. 25. F114030 Automobile, motorcycle parts & accessories wholesale. 26. F214030 Automobile, motorcycle parts & accessories retail. 27. F119010 Electronic material wholesale. 28. F219010 Electronic material retail. 29. F118010 Information software wholesale. 30. F218010 Information software retail. 31. F113020 Electrical appliance wholesale. 32. F213010 Electric appliance retail. 33. F113050 Computer & business machinery & equipment wholesale. 34. F213030 Computer & business machinery & equipment retail. 35. F113070 Telecommunication equipment wholesale. 36. F213060 Telecommunication equipment retail. 37. F401010 International trade. 38. F401021 Import of controlled telecommunication frequency RF

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41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66.	F209060 Cultural, educational, music and recreational article & instrument retail. F211010 Building material retail. F213010 Electric appliance retail. 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.	equipment. 39. I103060 Management consultancy. 40. I102010 Investment consultancy. 41. I503010 Landscaping, interior design business. 42. I501010 Product design business. 43. I301010 Information software services. 44. G801010 Warehousing services. 45. E801010 Interior decoration services. 46. H701010 Housing and building development, lease and sales. 47. ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.
Article XXIX These Articles were dulyestablished on		Article XXIX These Articles were dulyestablished on	Addition of date of amendment

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March 13, 1989.

These Articles were duly amended on March 20, 1990 as the 1st amendment. These Articles were duly amended on May 1, 1991 as the 2nd amendment. These Articles were duly amended on May 20, 1992 as the 3rd amendment. These Articles were duly amended on June 27, 1992 as the 4th amendment. These Articles were duly amended on June 21, 1993 as the 5th amendment. These Articles were duly amended on December 18, 1993 as the 6th amendment. These Articles were duly amended on May 30, 1995 as the 7th amendment. These Articles were duly amended on April 2, 1996 as the 8th amendment. These Articles were duly amended on May 7, 1997 as the 9th amendment. These Articles were duly amended on May 19, 1998 as the 10th amendment. These Articles were duly amended on June 21, 1999 as the 11th amendment. These Articles were duly amended on May 31, 2000 as the 12th amendment. 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.

March 13, 1989.

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	These Articles were duly amended on June 25, 2008 as the 21st amendment. These Articles were duly amended on June 15, 2010 as the 22nd amendment. These Articles were duly amended on June 19, 2012 as the 23rd amendment. These Articles were duly amended on June 19, 2013 as the 24th amendment. These Articles were duly amended on June 19, 2014 as the 25th amendment.	These Articles were duly amended on June 25, 2008 as the 21st amendment. These Articles were duly amended on June 15, 2010 as the 22nd amendment. These Articles were duly amended on June 19, 2012 as the 23rd amendment. These Articles were duly amended on June 19, 2013 as the 24th amendment.

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Attachment 7

Lite-On Technology Corporation “Procedures for the Acquisition and Disposal of Assets”, Contents before and after Amendment in Comparison

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 Relatedparty or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Professional appraisers, certified public accountants, lawyers or security underwriters who issue the appraisal reports, accountant’s reports, and statement of the legal counsel or security underwriters in favor of the company shall not be concerned with any of the parties involved in the trade.	3.3 Related to those parties a		Amended in accordance with revision of regulation

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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 or other 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

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Amended Text	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. or	Acquisition or disposal of realty 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 ofequipment, 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 ofother 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 and 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 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		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 complywith theprovisions	Amended in accordance with revision of regulation

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Amended Text	Original Text	Explanation
transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	of Statement of Auditing Standards No. 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 section 5~7,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	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	Amended in accordance with revision of regulation

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

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Amended Text	Original Text	Explanation
9.3.1.2.1 The related party acquired the real property through inheritance or 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.	9.3.1.2.1 The related party acquired the real property through inheritance or 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 defythisprocedure shall be liable for	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 defythisprocedure shall be liable for	Amended in accordance with revision of regulation

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Amended Text	Original Text	Explanation
punishment in accordance with the “Regulation for Reward and Punishment” or other related regulations.	punishment in accordance with the “Regulation for Reward and Punishment” or other related regulations.
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 aremachineryfor 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

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LTC — AGM Information 2014

51997_rns_2014-07-21_bf218454-d015-46f0-829a-84c7da8cfb5a.pdf

Lite-On Technology Corporation

Meeting Minutes

Lite-On Technology Corporation 2014 Annual General Shareholders’ Meeting Minutes

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

I. Chairman Called the Meeting to Order

II. Chairman’s Opening Remarks (omitted)

III. Reports on Company Affairs

IV. Proposals, Election and Discussions

3. Terms of issuance:

Explanation:

Explanation:

V. Provisional Motions: None

VI. Adjournment

Lite-On Technology Corporation Business Report

Ladies and Gentlemen,

 Operating Performance

 Development and Outlook

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

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

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

CONSOLIDATED BALANCE SHEETS

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

March 13, 1989.

March 13, 1989.

Lite-On Technology Corporation “Procedures for the Acquisition and Disposal of Assets”, Contents before and after Amendment in Comparison

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LTC AGM Information 2014