LTC - AGM Information 2015 | FinancialReports.eu

Stock code 2301

Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2015

Meeting Minutes

Date: June 24, 2015

Lite-On Technology Corporation 2015 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 24, 2015

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

Attending shareholders and proxy representing:

1,747,069,754 shares (among them, 1,214,129,887 shares voted via electronic transmission), which accounts for 75.46% of total 2,315,098,314 outstanding shares (excluding 26,575,362 non-voting shares)

Non-shareholding attendees :

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

Chairperson: Raymond Soong, Chairman Recorder: Ethan Liu

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. 2014 Business Report (see Attachment 1)
ii. Audit Committee’s Review Report on 2014 Financial Statements (see Attachment 2~4)
iii. Reports on the Mergers and Acquisitions status (omitted)

IV. Proposals, Election and Discussions

i. Proposal: Adoption of 2014 Financial Statements. (Proposed by the Board of Directors)

Explanation:

2014 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 25, 2015.
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The aforementioned financial statements and business report were reviewed by the Audit Committee.
For the business report for Year 2014, please refer to Attachment 1.
For the financial statements for Year 2014, please refer to Attachments 2 & 3.
Please proceed to adopt.

Voting Result: Shares represented at the time of voting: 1,747,069,754.

1,331,471,139 shares voted for the proposal

(among them, 798,737,272 shares voted via electronic transmission);

52,094 shares voted against the proposal

(among them, 52,094 shares voted via electronic transmission);

415,546,521 votes were abstained.

(among them, 415,340,521 shares voted via electronic transmission) 0 votes were invalid.

Resolution: 76.21% voted for the proposal. 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 2014 Earnings

(Proposed by the Board of Directors)

Explanation:

The proposal for Lite-on Technology’s (the Company) 2014 appropriation of earnings was already resolved in the Board of Directors meeting convened on March 25, 2015.
In Fiscal Year 2014, the Company made a net profit of NT$6,461,659,162. By adding unallocated retained earnings of the previous year of NT$5,512,594,372, deducting adjustments on the equity method investments of NT$553,417,249, adding adjustments on the actuarial gain of NT$8,223,640, setting aside 10% of net profit as legal reserve of NT$646,165,916 and special reserve of NT$182,544,300, total distributable earnings for the year amounted to NT$10,600,349,709.
The profit to be distributed among shareholders shall be NT$117,083,690 in stock dividends (NT$0.05 per share) and NT$4,613,097,142 in cash dividends (NT$1.97 per share). The distribution of cash dividends shall be based on share ratio and rounded off to the integer. Fractional dividend amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total
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amount of cash dividend distribution is met. For dividend distribution chart and descriptions, see Attachment 5.

In the event of repurchase of the Company’s shares, transfer, conversion or annulment of treasury stocks, and exercise of employees’ stock options, leading to a change in the number of outstanding shares and a consequent change in stock dividends and dividend yield, it is proposed that the Board of Directors are authorized to duly adjust stocks and cash payout rates.
For distribution of cash dividends, after resolution in this shareholders’ meeting, it is proposed that the Board of Directors be authorized to determine the exdividend date and to put it into promulgation as required by law.
Please proceed to adopt.

Voting Result: Shares represented at the time of voting: 1,747,069,754.

1,337,133,928 shares voted for the proposal

(among them, 804,400,061 shares voted via electronic transmission);

57,214 shares voted against the proposal

(among them, 57,214 shares voted via electronic transmission); 409,878,612 votes were abstained.

(among them, 409,672,612 shares voted via electronic transmission) 0 votes were invalid.

Resolution: 76.54% voted for the proposal. 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 2014 (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 11,708,369 new shares with face value of NT$117,083,690 be issued to be paid to shareholders as dividends.
2) Employee stock bonuses, which amounts to NT$146,291,964, 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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Terms of issuance:
1) With respect to 11,708,369 new shares issued for stock dividends, payout will be based on the shareholding of all shareholders as of the ex-right date as shown through the Register of Shareholders. 5 shares will be distributed for every one thousand shares.
2) After the proposal of share issuance is resolved by the shareholders’ meeting and approved by the competent authority, the ex-right date will be determined. Payout shall be made to existing shareholders pro rata based on the shareholdings of shareholders as of the ex-right date as shown through the Register. For any fractional share less than one full share, shareholders may elect to consolidate fractional shares into whole shares and register with the Company’s Stock Affairs Department within five days starting from the ex-right date. In the event that a shareholder fails to complete such action within the specified time frame and for the fractional share less than one whole share after consolidation, such fractional shares shall be paid in cash (rounded off to the nearest whole number of New Taiwan Dollars and any fraction less than one New Taiwan Dollar shall be unconditionally discarded). The fractional shares shall be subscribed at par value, to individuals assigned by the Chairperson.
3) In the event of repurchase of the Company’s shares, transfer, conversion, and annulment of treasury stocks, and exercise of 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$146,291,964 will be paid out in newly-issued stock. Based on the closing price NTD35.9 on June 23, 2015, with the impact of ex-right and ex-dividend taken into account, 4,333,292 shares will be issued. Any fractional share less than one full share of the stock bonuses, which translates to NTD26, shall be paid in cash.
Please proceed to resolve.

Voting Result: Shares represented at the time of voting: 1,747,069,754.

1,337,028,662 shares voted for the proposal

(among them, 804,294,795 shares voted via electronic transmission);

161,550 shares voted against the proposal (among them, 161,550 shares voted via electronic transmission);

409,879,542 votes were abstained.

(among them, 409,673,542 shares voted via electronic transmission) 0 votes were invalid.

Resolution: 76.53% voted for the proposal. 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 11,708,369 new shares with face value of NT$117,083,690. Employee stock bonuses, which amounts to 4,333,292 new shares with value of NT$146,291,964 be issued. The fractional share less than one full share of NT$26 stock bonuses is paid in cash.
iv. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, please discuss and resolve.( Proposed by the Board of Directors)

Explanation:

In order to comply with regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/guarantees” is proposed.
Please refer to Attachment 6 for a comparison of the contents before and after amendment.
Please discuss and resolve.

Voting Result: Shares represented at the time of voting: 1,747,069,754.

1,337,110,836 shares voted for the proposal

(among them, 804,376,969 shares voted via electronic transmission);

62,546 shares voted against the proposal (among them, 62,546 shares voted via electronic transmission); 409,896,372 votes were abstained.

(among them, 409,690,372 shares voted via electronic transmission) 0 votes were invalid.

Resolution: 76.54% voted for the proposal. 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 “Rules and Procedures of Shareholders’ Meeting”, please discuss and resolve. (Proposed by the Board of Directors)

Explanation:

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In order to comply with the regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Rules and Procedures of Shareholders Meetings” of the Company is proposed.
Please refer to Attachment 7 for a comparison of the contents before and after amendment.
Please refer to Appendix 1 for the full contents before amendment.
Please discuss and resolve.

Voting Result: Shares represented at the time of voting: 1,747,069,754.

1,337,118,079 shares voted for the proposal

(among them, 804,384,212 shares voted via electronic transmission);

55,210 shares voted against the proposal

(among them, 55,210 shares voted via electronic transmission);

409,896,465 votes were abstained.

(among them, 409,690,465 shares voted via electronic transmission) 0 votes were invalid.

Resolution: 76.54% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.
Vi. Proposal: Amendment to “Regulations Governing Election of Directors”, please discuss and resolve. (Proposed by the Board of Directors)

Explanation:

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

Voting Result: Shares represented at the time of voting: 1,747,069,754. 1,309,487,534 shares voted for the proposal

(among them, 776,753,667 shares voted via electronic transmission);

57,444 shares voted against the proposal

(among them, 57,444 shares voted via electronic transmission);

437,524,776 votes were abstained.

(among them, 437,318,776 shares voted via electronic transmission)

0 votes were invalid.

Resolution: 74.96% voted for the proposal. 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:

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Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Lite-On Technology Corporation

We have audited the accompanying balance sheets of Lite-On Technology Corporation as of December 31, 2014 and 2013, and the related statements of comprehensive income, changes in equity and cash flows for the years then ended. 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 Regulations Governing Auditing and Attestation 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, 2014 and 2013, and its financial performance and its cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

The accompanying schedules of major accounting items of Lite-On Technology Corporation as of and for the year ended December 31, 2014 are presented for the purpose of additional analysis. Such schedules have been subjected to the auditing procedures described in the second paragraph. In our opinion, such schedules are consistent, in all material respects, with the financial statements required to in the first paragraph.

March 25, 2015

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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BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Debt investments with no active market - current (Note 11) Notes receivable, net (Note 7) Trade receivables, net (Notes 5 and 7) Trade receivables from related parties (Note 29) Other receivables Other receivables from related parties (Note 29) Inventories, net (Notes 5 and 8) Prepayments Total current assets NONCURRENT ASSETS Available-for-sale financial assets (Notes 5 and 9) Debt investments with no active market - noncurrent (Note 11) Investments accounted for using equity method (Notes 5 and 12) Property, plant and equipment, net (Notes 5 and 13) Intangible assets, net (Notes 5 and 14) 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 15) Derivative financial liabilities for hedging - current (Notes 5 and 10) Notes payable Trade payables Trade payables to related parties (Note 29) Other payables Other payables to related parties (Note 29) Current tax liabilities (Notes 5 and 20) Provisions - current (Notes 5 and 16) Advance receipts Current portion of long-term borrowings (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 15) Deferred tax liabilities (Notes 5 and 20) Accrued pension liabilities (Notes 5 and 17) Guarantee deposits Credit balance of investments accounted for using equity method (Note 12) Total noncurrent liabilities Total liabilities EQUITY Share capital Ordinary shares Advance receipts for common stock Total share capital Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversion Treasury stock transactions Difference between consideration and carry amounts adjusted arising from changes in percentage of ownership in subsidiaries Arising from share of changes in capital surplus of associates 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 on available-for-sale financial assets Unrealized loss on cash flow hedging Total other equity Treasury shares Total equity TOTAL		2014 Amount % $ 6,541,854 5 1,054 - 40,613 - 23,111,141 16 10,832,845 8 658,483 - 559,388 - 8,422,865 6 919,633 1 51,087,876 36 646,291 - 735 - 75,426,008 52 7,378,066 5 7,074,562 5 2,124,934 2 174,804 - 17 - 7,278 - 92,832,695 64 $ 143,920,571 100 $ 13,467,121 9 11,989 - 6,715 - 6,005,349 4 20,910,791 15 7,833,883 5 600,100 - 846,665 1 828,287 1 1,958,793 1 5,225,000 4 57,694,693 40 - - 7,700,000 5 2,951,521 2 - - 19,796 - 583,834 1 11,255,151 8 68,949,844 48 23,416,737 16 - - 23,416,737 16 9,238,931 7 7,534,962 5 445,694 - 30,960 - 231,446 - 10,112,934 7 - - 27,594,927 19 9,476,876 7 49,669 - 11,429,060 8 20,955,605 15 4,125,097 3 139,072 - (11,989) - 4,252,180 3 (1,248,722) (1) 74,970,727 52 $ 143,920,571 100		2013
				Amount % $ 6,924,714 6 - - 7,518 - 18,074,101 14 5,307,083 4 223,612 - 372,160 - 2,575,272 2 453,873 - 33,938,333 26 717,171 1 - - 87,132,748 68 4,758,177 4 646,137 - 921,841 1 87,784 - - - 5,512 - 94,269,370 74 $ 128,207,703 100 $ 5,484,120 4 - - 7,134 - 2,408,170 2 20,668,164 16 4,352,868 3 465,963 - 720,462 1 133,230 - 713,778 1 6,350,000 5 41,303,889 32 46,969 - 12,125,000 10 1,523,571 1 11,173 - 16,165 - 144,632 - 13,867,510 11 55,171,399 43 23,246,552 18 29,705 - 23,276,257 18 9,096,489 7 7,540,388 6 430,851 - - - 15,487 - 10,120,217 8 8,587 - 27,212,019 21 8,601,391 7 689,913 1 12,172,082 9 21,463,386 17 2,383,040 2 83,231 - (46,969) - 2,419,302 2 (1,334,660) (1) 73,036,304 57 $ 128,207,703 100

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 FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 19 and 29) Less: Sales returns Sales allowance Total operating revenue OPERATING COSTS Cost of goods sold (Notes 8, 17 and 29) 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 29) 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 12) Other income Gain on disposal of investments Interest income Gain on disposal of property, plant and equipment Dividend income Net gain (loss) on foreign currency exchange Other expenses Finance costs Loss on disposal of property, plant and equipment Loss on disposal of investments Impairment loss (Note 9) Total nonoperating income and expenses		2014 Amount % $ 118,870,033 103 773,798 1 2,303,987 2 115,792,248 100 104,930,667 91 10,861,581 9 - - 53,749 - 10,915,330 9 2,260,134 2 3,329,509 3 2,609,568 2 8,199,211 7 2,716,119 2 2,744,873 2 1,107,287 1 266,284 - 41,958 - 25,682 - 20,298 - 8,435 - (38,949) - (370,659) - (3,405) - - - (90,348) - 3,711,456 3		2013
				Amount % $ 81,058,390 102 323,820 1 1,100,791 1 79,633,779 100 71,585,095 90 8,048,684 10 4,938 - - - 8,043,746 10 1,380,316 2 2,703,984 3 1,758,838 2 5,843,138 7 2,200,608 3 7,002,137 9 815,170 1 - - 61,927 - 342,674 - 14,435 - (12,039) - (369,106) - (488,234) (1) (235,277) - (33,419) - - - 7,098,268 9

(Continued)

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LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 5 and 20) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 17, 18 and 20) Exchange differences on translating foreign operations Unrealized gain on available-for-sale financial assets Cash flow hedges Actuarial gains on defined benefit plans Share of other comprehensive income (loss) of subsidiaries and associates Income tax relating to the components of other comprehensive income Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 22) Basic Diluted		2014 Amount % $ 6,427,575 5 34,084 - 6,461,659 5 2,394,153 2 39,301 - 34,980 - 9,908 - (226,395) - (405,991) - 1,845,956 2 $ 8,307,615 7 $2.80 $2.76		2013
				Amount % $ 9,298,876 12 (544,028) (1) 8,754,848 11 1,962,895 3 84,664 - 54,594 - 18,043 - 1,110,678 1 (377,058) - 2,853,816 4 $ 11,608,664 15 $3.81 $3.77

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

STATEMENTS OF CHANGES IN EQUITY FOR TH E YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

		Issue of Share Cap	ital (Note 18)					Capit	al Surplus(Note 18	)				R	etained Earnings (	Notes 18 and 25)			Other Equity	(Note 18)
					Additional Paid-in Capital from Share Excess of Par Value $ 8,551,730 - - - - - - 134,320 410,439 - - - - 9,096,489 - - - - - - - 149,096 - - - - - - - (6,654) $ 9,238,931	Bond T Conversion $ 7,540,388 - - - - - - - - - - - - 7,540,388 - - - - - - - - - - - - - - - (5,426) $ 7,534,962	o reasury Stock A Transactions $ 370,703 - - - - - - - - 60,148 - - - 430,851 - - - - - (206 ) (556 ) - - 65,430 - - - - - (49,825) $ 445,694	Arising from the Consideration Received in Excess f the Carrying C Amount of the Subsidiaries’ Net Assets During ctual Disposal or Aquisition $ 146,193 - - - - (146,193 ) - - - - - - - - - - - - - - - - - - - - - - - - $ -	Difference Between Consideration and arry Amounts Adjusted Arising from Changes in Percentage of Ownership in C Subsidiaries $ - - - - - - - - - - - - - - - - - - 30,960 - - - - - - - - - - $ 30,960	Arising from Share of Changes in apital Surplus of Associates $ 16,645 - - - - - (1,158 ) - - - - - - 15,487 - - - - - - 215,959 - - - - - - - - - $ 231,446	Merger $ 10,120,217 - - - - - - - - - - - - 10,120,217 - - - - - - - - - - - - - - - (7,283) $ 10,112,934	Employee Stock Options $ 6,112 - - - - - 2,475 - - - - - - 8,587 - - - - - (694 ) (7,893 ) - - - - - - - - - $ -	Total $ 26,751,988 - - - - (146,193 ) 1,317 134,320 410,439 60,148 - - - 27,212,019 - - - - - 30,060 207,510 149,096 - 65,430 - - - - - (69,188) $ 27,594,927
																		Exchange Differences on Translating Foreign Operations $ 128,872 - - - - - - - - - - 2,254,168 2,254,168 2,383,040 - - - - - - - - - - (1,240 ) (13,549 ) - 1,756,846 1,756,846 - $ 4,125,097	Unrealized Gain on Available- for-sale Financial Assets $ (446,848 ) - - - - - - - - - - 530,079 530,079 83,231 - - - - - - - - - - - - - 55,841 55,841 - $ 139,072	Cash Flow Hedges $ (101,563 ) - - - - - - - - - - 54,594 54,594 (46,969 ) - - - - - - - - - - - - - 34,980 34,980 - $ (11,989)
(	Shares In Thousands) 2,295,315 - - - 11,490 - - 3,669 14,181 - - - - 2,324,655 - - - 11,638 - - - 4,085 2,971 - - - - - - (1,675) 2,341,674	Amount $ 22,953,154 - - - 114,899 - - 36,689 141,810 - - - - 23,246,552 - - - 116,381 - - - 40,849 29,705 - - - - - - (16,750) $ 23,416,737	Advance Receipts for Common Stock $ 6,840 - - - - - - - 22,865 - - - - 29,705 - - - - - - - - (29,705 ) - - - - - - - $ -	Total $ 22,959,994 - - - 114,899 - - 36,689 164,675 - - - 23,276,257 - - - 116,381 - - - 40,849 - - - - - - - (16,750) $ 23,416,737
														Legal Reserve S $ 7,847,905 753,486 - - - - - - - - - - - 8,601,391 875,485 - - - - - - - - - - - - - - - $ 9,476,876	U pecial Reserve $ - - 689,913 - - - - - - - - - - 689,913 - (640,244 ) - - - - - - - - - - - - - - $ 49,669	nappropriated Earnings $ 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 (875,485 ) 640,244 (6,307,866 ) (116,381 ) (543,482 ) - - - - - - - 6,461,659 (1,711) 6,459,948 - $ 11,429,060	Total $ 21,502,517 - - (5,400,265 ) (114,899 ) (3,293,007 ) (783 ) - - - 8,754,848 14,975 8,769,823 21,463,386 - - (6,307,866 ) (116,381 ) (543,482 ) - - - - - - - 6,461,659 (1,711) 6,459,948 - $ 20,955,605

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

Attachment 2-3

15 -

LITE-ON TECHNOLOGY CORPORATION Attachment 2-4 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Recognition (reversal) of impairment loss of trade receivables 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 investments accounted for using equity method Impairment loss recognized on financial assets 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	2014 $ 6,427,575 479,839 295,400 19,385 370,659 (41,958) (20,298) (2,744,873) (22,277) (259,010) (7,274) 90,348 486,882 - (53,749) (189,968) 231,972 (32,280) (801,654) (1,128,393) (18,244) (57,980) 614,975 (139,318) (419) (1,735,704) (1,911,615) 134,266 72,716 144,229 881,801 7,165 1,092,198 46,147 20,298 (373,041) (449,136) 336,466	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

(Continued)

16 -

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds on sales of available-for-sale financial assets Purchase of debt investments with no active market Acquisition of investments accounted for using equity method Net cash inflow from consolidated subsidiaries (Note 26) 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 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 from (repayment of) long-term borrowings Proceeds from (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 (Note 25) Net cash used in financing activities NET 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	2014 $ (4,620) 445,082 (1,789) (2,637,954) 4,734,033 2,409,223 (950,967) 3,411 (73,863) (174,255) (1,766) 940,459 4,686,994 7,461,128 (5,550,000) 3,586 - (6,307,866) - (1,013,168) (5,406,320) (382,860) 6,924,714 $ 6,541,854	2013 $ - 179 - (1,000) - 4,554,526 (265,087) 593,439 (3,655) (66,344) (1,512) 4,742,294 9,552,840 2,696,280 2,775,000 (366) (453) (5,400,265) 575,114 (17,171,678) (16,526,368) (3,399,664) 10,324,378 $ 6,924,714

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 and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the 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 Regulations Governing Auditing and Attestation 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 Lite-On Technology Corporation and its subsidiaries as of December 31, 2014 and 2013, and their consolidated financial performance and their consolidated cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) 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, 2014 and 2013 on which we have issued an unqualified report.

March 25, 2015

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 DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial instruments 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 (Note 10) Notes receivable Trade receivables, net (Notes 5 and 11) Trade receivables from related parties (Note 34) Other receivables Other receivables from related parties (Note 34) Inventories, net (Note 12) Non-current assets classified as held for sale (Note 13) Other current assets (Note 18) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 5 and 8) Debt investments with no active market - noncurrent (Note 10) Investments accounted for using equity method (Notes 5 and 14) Property, plant and equipment, net (Notes 5 and 15) Investment properties, net (Note 16) Intangible assets, net (Notes 5 and 17) Deferred tax assets Refundable deposits Other noncurrent assets (Note 18) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 19) Financial liabilities at fair value through profit or loss - current (Note 7) Derivative financial instruments for hedging- current (Note 9) Notes payable Trade payables Trade payables to related parties (Note 34) Other payables Other payables to related parties (Note 34) Current tax liabilities Provisions - current (Note 21) Advance receipts Current portion of long-term borrowings (Note 19) Finance lease payables - current (Note 20) Total current liabilities NONCURRENT LIABILITIES Derivative financial instruments for hedging - noncurrent (Note 9) Long-term borrowings, net of current portion (Note 19) Deferred tax liabilities Finance lease payables, net of current portion (Note 20) Accrued pension liabilities (Notes 5 and 22) Guarantee deposits Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Ordinary shares Advance receipts for common stock Total share capital Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversion Treasury stock transactions Difference between consideration and carrying 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 Retain earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized gain 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		2014 Amount % $ 66,483,356 31 13,111 - - - 78,170 - 311,666 - 51,134,012 23 73,069 - 1,420,019 1 3,053 - 29,513,791 14 129,505 - 4,561,144 2 153,720,896 71 1,326,255 1 518 - 4,055,902 2 36,107,216 17 537,030 - 16,298,963 8 3,107,672 1 492,255 - 889,328 - 62,815,139 29 $ 216,536,035 100 $ 22,911,114 11 38,408 - 11,989 - 122,947 - 61,920,859 29 953,666 - 19,693,248 9 6,741 - 2,272,036 1 1,080,628 - 2,832,769 1 8,358,989 4 85,232 - 120,288,626 55 - - 13,564,160 6 3,229,792 2 101,721 - 108,874 - 80,871 - 17,085,418 8 137,374,044 63 23,416,737 11 - - 23,416,737 11 9,238,931 4 7,534,962 4 445,694 - 30,960 - 231,446 - 10,112,934 5 - - 27,594,927 13 9,476,876 5 49,669 - 11,429,060 5 20,955,605 10 4,125,097 2 139,072 - (11,989) - 4,252,180 2 (1,248,722) (1) 74,970,727 35 4,191,264 2 79,161,991 37 $ 216,536,035 100		2013
				Amount % $ 66,056,220 31 14,867 - 13 - 22,390 - 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 - 21,352,914 10 11,699 - 2,102,971 1 874,502 1 1,401,939 1 8,867,669 4 72,735 - 111,356,983 53 46,969 - 18,508,496 9 2,721,656 1 172,948 - 235,671 - 81,608 - 21,767,348 10 133,124,331 63 23,246,552 11 29,705 - 23,276,257 11 9,096,489 4 7,540,388 4 430,851 - - - 15,487 - 10,120,217 5 8,587 - 27,212,019 13 8,601,391 4 689,913 - 12,172,082 6 21,463,386 10 2,383,040 1 83,231 - (46,969) - 2,419,302 1 (1,334,660) (1) 73,036,304 34 6,200,851 3 79,237,155 37 $ 212,361,486 100

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

(With Deloitte & Touche audit report dated March 25, 2015)

19 -

Attachment 3-2

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 24 and 34) Less: Sales allowance Sales returns Other operating revenue Total operating revenue OPERATING COSTS Cost of goods sold (Notes 12, 28 and 34) Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 28 and 34) 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 (Note 14) Interest income Dividend income Government grants Other income (Note 34) Gain on disposal of investments Net gain on foreign currency exchange Valuation gain (loss) on financial instruments (Note 7) Finance costs Other expenses Net loss on disposal of property, plant and equipment Impairment loss (Notes 8, 14 and 15) Total nonoperating income and expenses		2014 Amount % $ 236,908,189 103 3,733,656 2 2,947,400 1 404,841 - 230,631,974 100 202,260,385 88 122,617 - 202,383,002 88 28,248,972 12 8,794,035 4 5,953,353 2 6,372,383 3 21,119,771 9 7,129,201 3 41,056 - 1,357,118 1 39,824 - - - 1,305,569 - 468,873 - 58,022 - 249,729 - (673,634) - (703,177) - (77,334) - (1,444,257) (1) 621,789 -		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 - (Continued)

20 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 22, 23 and 25) Exchange differences on translating foreign operations Unrealized gain on available-for-sale financial assets Cash flow hedges Actuarial gain (loss) arising from defined benefit plans Share of other comprehensive income of associates Income tax relating to the components of other comprehensive income Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 26) Basic Diluted		2014 Amount % $ 7,750,990 3 2,071,417 1 5,679,573 2 2,115,652 1 53,856 - 34,980 - 27,065 - 154,687 - (433,322) - 1,952,918 1 $ 7,632,491 3 $ 6,461,659 3 (782,086) (1) $ 5,679,573 2 $ 8,307,615 3 (675,124) - $ 7,632,491 3 $2.80 $2.76		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 $3.81 $3.77

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

(With Deloitte & Touche audit report dated March 25, 2015)

(Concluded)

21 -

Attachment 3-3

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

										Equity	Attributable to Ow	ners of the Compa	ny
		Issue of Share Cap	ital (Note 23)					Capit	al Surplus(Note 23	)				R	etained Earnings (N	otes 23 and 31)			Other Equity	(Note 23)	Total S $ (419,539 ) - - - - - - - - - - - 2,838,841 2,838,841 2,419,302 - - - - - - - - - - - (1,240 ) (13,549 ) - 1,847,667 1,847,667 - $ 4,252,180
					Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 8,551,730 - - - - - - - 134,320 410,439 - - - - 9,096,489 - - - - - - - - 149,096 - - - - - - - (6,654) $ 9,238,931	Bond Conversion T $ 7,540,388 - - - - - - - - - - - - - 7,540,388 - - - - - - - - - - - - - - - - (5,426) $ 7,534,962	reasury Stock Transactions $ 370,703 - - - - - - - - - 60,148 - - - 430,851 - - - - - - (206 ) (556 ) - - 65,430 - - - - - (49,825) $ 445,694	Arising from the Consideration Received in Excess of the Carrying Amount of the Subsidiaries’ Net Assets During Actual Disposal or Acquisition $ 146,193 - - - - - (146,193 ) - - - - - - - - - - - - - - - - - - - - - - - - - $ -	Difference Between Consideration and Carry Amounts Adjusted Arising from Changes in Percentage of Ownership in Subsidiaries C $ - - - - - - - - - - - - - - - - - - - - - 30,960 - - - - - - - - - - $ 30,960	Arising from Share of Changes in apital Surplus of Associates $ 16,645 - - - - - - (1,158 ) - - - - - - 15,487 - - - - - - - 215,959 - - - - - - - - - $ 231,446	Merger $ 10,120,217 - - - - - - - - - - - - - 10,120,217 - - - - - - - - - - - - - - - - (7,283) $ 10,112,934	Employee Stock Options $ 6,112 - - - - - - 2,475 - - - - - - 8,587 - - - - - - (694 ) (7,893 ) - - - - - - - - - $ -	Total $ 26,751,988 - - - - - (146,193 ) 1,317 134,320 410,439 60,148 - - - 27,212,019 - - - - - - 30,060 207,510 149,096 - 65,430 - - - - - (69,188) $ 27,594,927
																		Exchange Differences on Translating Foreign Operations $ 128,872 - - - - - - - - - - - 2,254,168 2,254,168 2,383,040 - - - - - - - - - - - (1,240 ) (13,549 ) - 1,756,846 1,756,846 - $ 4,125,097	Unrealized Gain on Available-for- sale Financial Assets $ (446,848 ) - - - - - - - - - - - 530,079 530,079 83,231 - - - - - - - - - - - - - - 55,841 55,841 - $ 139,072	Cash Flow Hedges $ (101,563 ) - - - - - - - - - - - 54,594 54,594 (46,969 ) - - - - - - - - - - - - - - 34,980 34,980 - $ (11,989)
(	Share In Thousands) 2,295,315 - - - 11,490 - - - 3,669 14,181 - - - - 2,324,655 - - - 11,638 - - - - 4,085 2,971 - - - - - - (1,675) 2,341,674	Amount $ 22,953,154 - - - 114,899 - - - 36,689 141,810 - - - - 23,246,552 - - - 116,381 - - - - 40,849 29,705 - - - - - - (16,750) $ 23,416,737	Advance Receipts for Common Stock $ 6,840 - - - - - - - - 22,865 - - - - 29,705 - - - - - - - - - (29,705 ) - - - - - - - $ -	Total $ 22,959,994 - - - 114,899 - - - 36,689 164,675 - - - - 23,276,257 - - - 116,381 - - - - 40,849 - - - - - - - (16,750) $ 23,416,737
														Legal Reserve S $ 7,847,905 753,486 - - - - - - - - - - - - 8,601,391 875,485 - - - - - - - - - - - - - - - - $ 9,476,876	pecial Reserve U $ - - 689,913 - - - - - - - - - - - 689,913 - (640,244 ) - - - - - - - - - - - - - - - $ 49,669	nappropriated Earnings $ 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 (875,485 ) 640,244 (6,307,866 ) (116,381 ) - (543,482 ) - - - - - - - 6,461,659 (1,711) 6,459,948 - $ 11,429,060	Total $ 21,502,517 - - (5,400,265 ) (114,899 ) - (3,293,007 ) (783 ) - - - 8,754,848 14,975 8,769,823 21,463,386 - - (6,307,866 ) (116,381 ) - (543,482 ) - - - - - - - 6,461,659 (1,711) 6,459,948 - $ 20,955,605

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

(With Deloitte & Touche audit report dated March 25, 2015)

Attachment 3-3

22 -

Attachment 3-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss recognized on trade receivables Net loss (gain) on fair value change of financial assets designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of loss (gain) of associates accounted for using equity method Loss on disposal of property, plant and equipment Gain (loss) on deconsolidation of subsidiaries (Note 30) Net 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 Unrealized net gain on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities Financial instruments held for trading 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 Interest paid Income tax paid Net cash generated from operating activities	2014 $ 7,750,990 7,108,539 568,508 108,831 (249,729) 673,634 (1,357,118) (39,824) (41,056) 77,334 (8,348) (422,324) (46,549) 212,956 2,077,506 (196,979) 341,704 262,057 (135,910) (888,927) 8,485 940,017 15,898 (2,530,316) - 493,806 (68,541) 1,054,233 385,042 (1,497,329) (4,958) (140,685) 1,376,959 (121,216) 15,706,690 1,347,747 39,824 (668,047) (2,294,797) 14,131,417	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) 382,144 (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 4,934,213 (8,474) (1,197,139) 558,118 (79,840) 22,171,633 1,246,466 38,596 (742,236) (2,026,121) 20,688,338 (Continued)

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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds on sales of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Proceeds of disposal (acquisition) of debt investments with no active market Acquisition of investments accounted for using equity method Net cash inflow on disposal of associates Net cash outflow on acquisition of subsidiaries (Note 29) Net cash outflow on disposal of subsidiaries (Note 30) Proceeds from capital reduction of investments accounted for using equity method Payments for property, plant and equipment Proceeds of the disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Decrease (increase) in other noncurrent assets Dividend received from associates Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from (repayment of) long-term borrowings Refund of guarantee deposits received Decrease in finance lease payables Dividends paid to owners of the Company Proceeds of the exercise of employee stock options Partial acquisition of interests in subsidiaries (Note 31) Dividends paid to noncontrolling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE 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	2014 $ (10,205) 738,493 - (42,198) - 127,894 (811,374) (902,385) 271,931 (8,645,137) 634,898 (98,283) (377,598) 53,384 40,417 (9,020,163) 7,079,518 (5,760,241) (737) (58,872) (6,242,436) - (1,013,168) (127,371) (6,123,307) 1,439,189 427,136 66,056,220 $ 66,483,356	2013 $ (7,529) 167,739 83,696 9,431,277 (13,099) 111,476 - (31,454) - (6,198,402) 1,119,266 (79,166) (141,387) (49,688) 37,852 4,430,581 8,357,873 3,244,009 (7,460) (49,414) (5,340,117) 575,114 (17,171,678) (450,532) (10,842,205) 554,636 14,831,350 51,224,870 $ 66,056,220

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

(With Deloitte & Touche audit report dated March 25, 2015)

(Concluded)

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Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2015, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2014 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 25, 2015

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Attachment 5

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2014

Unallocated earnings, beginning of year Less: adjustments on equity method investments Add: adjustments on the actuarial gain Adjusted unallocated earnings Add: Net profit Less: Special reserve Less: Legal reserve ( 10% ) Distributable earnings

Amount (NT$) 5,512,594,312 (553,417,249) 8,223,640 4,967,400,763 6,461,659,162 (182,544,300) (646,165,916) 10,600,349,709

Distribution:

(1) Stock dividends: (NT$ 0.05 /per share) (2) Cash dividends: (NT$ 1.97 /per share) Unallocated earnings, end of year

(117,083,690) (4,613,097,142) 5,870,168,877

Note:

(1) Remuneration to directors: (2) Stock bonus to employees: (3) Cash bonus to employees:

(54,924,103) (146,291,964) (768,032,808)

Remarks:

Under the Integrated Income Tax System (Imputation Tax System), upon calculating the deductible tax in accordance with Article 66-6 of the Income Tax Act, earnings of 1998 and thereafter should be distributed first. When unallocated earnings on which 10% surtax is levied in accordance with Article 66-9 of the Income Tax Act is calculated, earnings of the latest year should be distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of Finance dated April 30, 1998.
Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and FinancialSupervisory-Securities No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012 and No. 1010047490 of the Financial Supervisory Commission dated November 21, 2012.
For Year 2014, the Company planned to distribute stock bonuses amounting to NT$146,291,964 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$768,032,808, total employee bonuses amount to NT$914,324,772, which does not exceeds net profit after tax for 2014 or 50% of distributable earnings.
By accounting for investments with the equity method, the Parent Company adjusted for a decrease in its retained earnings by NTD$ 553,417,249.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

`“` Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents before and after Amendment in Comparison

Contents after Amendment

2.6 Amount of endorsements / guarantees Amount of endorsements / guarantees is subject to the following limits:

2.6.1 The total amount of endorsements / guarantees rendered by the Company shall not exceed 40% of the net worth shown on the Company’s latest financial statements. The grand total amount of endorsements / guarantees rendered by the Company and its subsidiaries to the outside corporations shall not exceed 40% of the net worth shown on the Company’s latest financial statements as well. The total amount of the endorsement/guarantee provided by the Company to any individual entity shall not exceed 30% of the Company's net worth

2.6.2 In case of endorsements / guarantees by the Company to a firm where the Company holds over 50% of the voting power either directly or indirectly (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4), the total amount of individual endorsements / guarantees shall not exceed 10% of the net worth shown through the Company’s latest financial statements.
2.6.3 The total amount of individual endorsements/guarantees granted by the Company to a single company or among the Company and companies where the Company holds over 90% of the voting power either directly or indirectly shall not exceed 10% of the net worth shown through the Company’s latest term financial statements. Where the Company grants endorsements / guarantees to a corporation where the Company

Contents before Amendment Explanation 2.6 Amount and duration of 1. Duly amended in endorsements / guarantees accordance with Amount and duration of endorsements the operation / guarantees as follow: needs and the law 2.6.1 The total amount of 2.Delete the endorsements / guarantees regulation of rendered by the Company shall 2.6.4 & 2.6.5 not exceed 40% of the net worth regarding to the shown on the Company’s latest duration of financial statements. The grand endorsements / total amount of endorsements / guarantees guarantees rendered by the Company and its subsidiaries to the outside corporations shall not exceed 40% of the net worth shown on the Company’s latest financial statements as well.

2.6.2 In case of endorsements / guarantees by the Company to a firm where the Company holds over 50% of the voting power either directly or indirectly (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the Company holds over 90% of the voting power either directly or indirectly (1.3.2.4), the total amount of individual endorsements / guarantees shall not exceed 10% of the net worth shown through the Company’s latest financial statements.
2.6.3 The total amount of individual endorsements/guarantees granted by the Company to a single company or among the Company and companies where the Company holds over 90% of the voting power either directly or indirectly shall not exceed 10% of
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	maintains a business relationship, unless otherwise prescribed in other Regulations, the amount of individual endorsements / guarantees shall be confined to the total amount of business transaction accumulated over the past twelve months and shall not exceed 5% of the paid-in capital of of the guaranteed beneficiary. Delete 2.6.4 Delete 2.6.5	2.6.4 2.6.5	the net worth shown through the Company’s latest term financial statements. Where the Company grants endorsements / guarantees to a corporation where the Company maintains a business relationship, unless otherwise prescribed in other Regulations, the amount of individual endorsements / guarantees shall be confined to the total amount of business transaction accumulated over the past twelve months and shall not exceed 5% of the paid-in capital of the guaranteed beneficiary. The duration of endorsements / guarantees granted by the Company shall be limited to one year in duration. In case the extension is required, the extension shall be duly handled in accordance with 2.7.1 and 2.7.2 of these Regulations The endorsements / guarantees granted by the Company to a corporation where the Company holds over 75% of the voting power for the purposes of financing are free of restriction set forth in 2.6.4, provided that the duration of the endorsements / guarantees shall not exceed a maximum of five years.
	2.7.2.7 In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation of 2.7.2.6, the sum of the share capital plus paid-in capital in excess of par shall be substituted.	NA		Duly amended in accordance with the law.
	7. The Measures were established on May 13th, 2003. The First Amendment was made on June 15th, 2004. The Second Amendment was made on June 21st, 2006. The Third Amendment was made on June 21st,2007.	7. The Measures were established on May 13th, 2003. The First Amendment was made on June 15th, 2004. The Second Amendment was made on June 21st, 2006. The Third Amendment was made on June 21st,2007.		Addition of date of amendment

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The Fourth Amendment was made on June 22nd, 2009. The Fifth Amendment was made on June 15nd, 2010. The Sixth Amendment was made on June 19nd, 2012. The Seventh Amendment was made on June 19nd, 2013. The Eighth Amendment was made on June 24nd, 2015.	The Fourth Amendment was made on June 22nd, 2009. The Fifth Amendment was made on June 15nd, 2010. The Sixth Amendment was made on June 19nd, 2012. The Seventh Amendment was made on June 19nd, 2013.

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Attachment 7

Lite-On Technology Corporation

Rules and Procedures of Shareholders’ Meetings, Contents Before and After Amendment in Comparison

	Contents after Amendment	Contents before Amendment	Explanation
	3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.	3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company Act.	Duly amended in accordance with the law “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.

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Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act , or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company Act. 6. This Company shall furnish the shareholders meeting notice with the time and venue for signing in. The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge. Shareholders or their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be

This Company shall furnish the shareholders meeting notice with the time and venue for signing in. The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge. Shareholders or their proxies (collectively, “shareholders”) shall submit Notice of attendance when signing in. Shareholders shall attend a shareholder meeting on the basis of the attendance card or other supporting document. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, preprinted ballots shall also be furnished.
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furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the chairperson does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair. The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation.

It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutess. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the chairperson does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair. The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting

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The Company may appoint its attorneys, capacity. certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed nonvoting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be established in accordance with the laws and shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be established in accordance with the laws and shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original

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rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results shall be reported on-site immediately and recorded in writing.

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote. When there is an amendment or an alternative to a proposal, the chair shall present the

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	amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results shall be reported on-site immediatelyand recorded in writing.
	20. The Measures were established on March 13, 1989. The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002. The 3rd Amendment was made on June 19, 2013. The 4th Amendment was made on June 24, 2015.	20. The Measures were established on March 13, 1989. The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002. The 3rd Amendment was made on June 19, 2013.	Addition of date of amendment

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Attachment 8

Lite-On Technology Corporation

“Regulations Governing Election of Directors”: Contents Before and After Amendment in Comparison

Contents after Amendment

Article 2. The cumulative voting method shall be used for election of the directors and supervisors at this Corporation. In the election of directors of the Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons. The names of voters may be represented by shareholders' numbers on ballots or numbers on attendance cards.

Contents before Amendment Explanation Article 2. The Company’s directors Duly amended shall be elected by adopting the uniin accordance nominal cumulative voting system. In the with the law election of directors of the Company, “Corporate each share shall have voting rights Governance equivalent to the number of seats to be elected and such voting rights can be Best-Practice combined to vote for one person or Principles for divided to vote for several persons. The TWSE/GTSM names of voters may be represented by Listed shareholders' numbers on ballots or numbers on attendance cards. Companies”.

The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills:A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
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Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

Article 3. Independent directors of the Company shall meet one of the following professional qualifications and shall have at least five years of work experience:

Duly amended the Company shall meet one of the the Company shall meet one of the in accordance following professional qualifications and following professional qualifications and with the law shall have at least five years of work shall have at least five years of work “Sample experience: experience: 1. Teaching qualification or above in 1. Teaching qualification or above Template for public or private university in departments in public or private university in XXX Co., Ltd. of business, law, finance, accounting or departments of business, law, finance, Rules of other departments that is required by the accounting or other departments that is Procedure for Company’s business. required by the Company’s business. 2. Judge, prosecutor, lawyer, 2. Judge, prosecutor, lawyer, Shareholders accountant or special professional or accountant or special professional or Meetings”. technical personnel holding other technical personnel holding other certificates that require national certificates that require national examinations and required for the examinations and required for the Company’s business. Company’s business. 3. Possesses work experience 3. Possesses work experience required for business, legal, financial, required for business, legal, financial, accounting or Company business. accounting or Company business. At least one independent director of the At least one independent director of the Company must possess accounting or Company must possess accounting or financial expertise and at least one of the financial expertise. independent directors must be domiciled in Any person with any of the following the Republic of China to be able to events may not serve as an independent promptly fulfill the functions of supervisor. director. Any person with any of the Any person with any of the following following events and who is already an events may not serve as an independent independent director of the Company director. Any person with any of the shall be dismissed from such position. following events and who is already an 1. Any event under Article 30 of the independent director of the Company shall Company Law. be dismissed from such position. 2. Elected as government, juridical 1. Any event under Article 30 of the person or its representative in accordance Company Law. with Article 27 of Company Law. 2. Elected as government, juridical 3. Violation of qualifications for person or its representative in accordance independent directors provided under with Article 27 of Company Law. Rules for Establishment and Compliant 3. Violation of qualifications for Matters for Independent Directors of independent directors provided under Rules Publicly Listed Companies.

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	for Establishment and Compliant Matters for Independent Directors of Publicly ListedCompanies.
	Article 5. The election of directors (including independent directors) is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the articles of incorporation of the company, and that shareholders shall elect directors (including independent directors) from among those listed in the slate of independent director candidates.This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors (including independent director) and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors (including independent director) will be elected. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director (including independent director) candidates, the number of directors (including independent directors) to be elected, the place for receiving such nominations, and other necessarymatters;theperiod for receiving	Article 5. The election of directors (including independent directors) is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the articles of incorporation of the company, and that shareholders shall elect directors (including independent directors) from among those listed in the slate of independent director candidates. The Company shall, prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director (including independent director) candidates, the number of directors (including independent directors) to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be not less than 10 days. The Company may present a slate of director (including independent director) candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified candidates, submit it to the shareholders' meeting for elections: 4. A shareholder holding one percent or more of the total number of issued shares may present a slate of director (including independent director) candidates in writing to the company; the number of nominees may not exceed the number of directors (including independent directors)to be elected. 5. The board of directors presents a slate of director (including independent director)candidates;	Duly amended in accordance with the law “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” and “Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors”

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nominations shall be not less than 10 days. The Company may present a slate of director (including independent director) candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified candidates, submit it to the shareholders' meeting for elections:

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

When calling a shareholders' meeting for the purpose of director (including independent director) elections, the board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each

the number of nominees may not exceed the number of directors (including independent directors)to be elected.
Otherwise as designated by the competent authority.

When providing a recommended slate of director (including independent director) candidates under the preceding paragraph, a shareholder or the board of directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as an independent director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof. When calling a shareholders' meeting for the purpose of director (including independent director) elections, the board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each independent director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates:

Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the company under Article 165, paragraph 2 or 3 of the Company Act.
Where the number of nominees exceeds the number of directors (including independent directors) to be elected.
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independent director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates: 1. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the company under Article 165, paragraph 2 or 3 of the Company Act. 3. Where the number of nominees exceeds the number of directors (including independent directors) to be elected. 4. Where the relevant documentary proof required under the preceding paragraph is not attached. The review process for director (including independent director) candidates shall be documented and maintained for at least one year. However, if any shareholder files any litigation with regard to the election of any director (including independent director), the documents should be maintained until the end of the litigation. The Company shall make a public announcement on the list of candidates for directors (including independent directors), together with their educational backgrounds, experience and number of shares held, 40 days prior to the general shareholders meeting or 25 days prior to a special shareholders meeting. The Company shall also inform the shareholders of the review results. Reasons shall be provided for any nominated person who is not included in the list of candidates for directors (includingindependent directors).	8. Where the relevant documentary proof required under the preceding paragraph is not attached. The review process for director (including independent director) candidates shall be documented and maintained for at least one year. However, if any shareholder files any litigation with regard to the election of any director (including independent director), the documents should be maintained until the end of the litigation. The Company shall make a public announcement on the list of candidates for directors (including independent directors), together with their educational backgrounds, experience and number of shares held, 40 days prior to the general shareholders meeting or 25 days prior to a special shareholders meeting. The Company shall also inform the shareholders of the review results. Reasons shall be provided for any nominated person who is not included in the list of candidates for directors (including independent directors). Board of directors shall collectively represent more than one-half of the shares and a director shall not have his/her spouse or a relative that is within second- degree on the board.

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	Board of directors shall collectively represent more than one-half of the shares and a director shall not have his/her spouse or a relative that is within second-degree on the board.
	Article 13 calculated	Article 13 Ballots shall be opened on site after voting is completed and the results shall be announced by the Chairman or designated person on site.
	Article 17 The Rules were established on March 13, 1989. The First Amendment was made on May 19, 1998. The Second Amendment was made on May 21, 2002. The Third Amendment was made on June 21, 2007. The Fourth Amendment was made on June 19, 2012. The Fifth Amendment was made on June 19, 2013. The Sixth Amendment was made on June 24, 2015.	Article 17 The Rules were established on March 13, 1989. The First Amendment was made on May 19, 1998. The Second Amendment was made on May 21, 2002. The Third Amendment was made on June 21, 2007. The Fourth Amendment was made on June 19, 2012. The Fifth Amendment was made on June 19, 2013.	Addition of Amendment date.

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AI assistant

LTC — AGM Information 2015

51997_rns_2015-07-09_f4f649ee-e0ec-4a64-bdb6-393d25f349fc.pdf

Lite-On Technology Corporation

Meeting Minutes

I. Chairman Called the Meeting to Order

II. Chairman’s Opening Remarks (omitted)

III. Reports on Company Affairs

IV. Proposals, Election and Discussions

Explanation:

V. Provisional Motions: None

VI. Adjournment

Lite-On Technology Corporation Business Report

 Operating Performance

 Development and Outlook

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION

LITE-ON TECHNOLOGY CORPORATION Attachment 2-4 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Attachment 3

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

AUDIT COMMITTEE REPORT

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2014

Remarks:

Lite-On Technology Corporation

“ Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents before and after Amendment in Comparison

Lite-On Technology Corporation

furnished.

Attachment 8

Lite-On Technology Corporation

More from LTC

LTC AGM Information 2015

`“` Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents before and after Amendment in Comparison