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LTC — AGM Information 2016
Jul 7, 2016
51997_rns_2016-07-07_cbc26699-82e6-4888-9c90-b7703d5919b1.pdf
AGM Information
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Stock code
2301
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Lite-On Technology Corporation
Annual General Meeting of Shareholders for 2016
Meeting Minutes Date: June 24, 2016
Lite-On Technology Corporation 2016 Annual General Shareholders’ Meeting Minutes
Date: 9:00 a.m., June 24, 2016
Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)
Attending shareholders and proxy representing:
1,835,876,139 shares (among them, 1,267,815,783 shares voted via electronic transmission), which accounts for 79.54% of total 2,308,220,109 outstanding shares (excluding 26,708,228 non-voting shares)
Director attendees: Raymond Soong, Warren Chen, CH Chen, David Lee, Kuo-Feng Wu
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: Amy Tsai
I. Chairman Called the Meeting to Order
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
II. Chairman’s Opening Remarks (omitted)
III. Discussions
- i. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve. (Proposed by the Board of Directors)
Explanation:
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In order to comply with revised regulations from competent authorities and to satisfy the Company’s needs, an amendment to “The Articles of Incorporation” is proposed.
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Please refer to Attachment 1 for a comparison of the contents before and after amendment.
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Please refer to Appendix 2 of 2016 AGM meeting agenda for the full contents before amendment.
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Please proceed to adopt.
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Voting Result: Shares represented at the time of voting: 1,835,876,139. 1,508,503,443 shares voted for the proposal (among them, 941,822,285 shares voted via electronic transmission); 73,756 shares voted against the proposal (among them, 73,756 shares voted via electronic transmission); 327,298,940 votes were abstained. (among them, 325,919,742 shares voted via electronic transmission)
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0 votes were invalid.
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Resolution: 82.17% 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.
IV. Reports on Company Affairs
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i. 2015 Business Report (see Attachment 2)
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ii. Audit Committee’s Review Report on 2015 Financial Statements (see Attachment 3~5)
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iii. Director and Employee compensation for 2015
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iv. Employee compensation paid in newly-issued shares of common stock for 2015
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v. Implementation status of share repurchase plan (see Attachment 6)
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vi. The Status of improvement of the guarantee of Lite-On Mobile Oyj
V. Proposals, Election and Discussions
- i. Proposal: Adoption of 2015 Financial Statements. (Proposed by the Board of Directors)
Explanation:
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2015 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, 2016.
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The aforementioned financial statements and business report were reviewed by the Audit Committee.
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For the business report for Year 2015, please refer to Attachment 2.
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For the financial statements for Year 2015, please refer to Attachments 3 & 4.
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Please proceed to adopt.
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Voting Result: Shares represented at the time of voting: 1,835,876,139. 1,500,742,587 shares voted for the proposal (among them, 934,061,429 shares voted via electronic transmission); 65,034 shares voted against the proposal (among them, 65,034 shares voted via electronic transmission); 335,068,518 votes were abstained. (among them, 333,689,320 shares voted via electronic transmission)
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0 votes were invalid.
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Resolution: 81.74% 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.
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ii. Proposal: Adoption of the Proposal for Appropriation of 2015 Earnings (Proposed by the Board of Directors)
Explanation:
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The proposal for Lite-on Technology’s (the Company) 2015 appropriation of earnings was already resolved in the Board of Directors meeting convened on March 25, 2016.
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In Fiscal Year 2015, the Company made a net profit of NT$7,222,899,251. By adding unallocated retained earnings of the previous year of NT$5,870,168,877, adding adjustments on effect of retrospective application of IFRSs and restatement of financial statements of NT$3,481,079, deducting adjustments on the equity method investments of NT$21,876,147, deducting adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$63,599,580, setting aside special reserve of NT$166,388,915 and 10% of net profit as legal reserve of NT$722,289,925, total distributable earnings for the year amounted to NT$12,122,394,640.
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The profit to be distributed among shareholders shall be NT$116,746,420 in stock dividends (NT$0.05 per share) and NT$5,113,493,058 in cash dividends (NT$2.19 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 amount of cash dividend distribution is met. For dividend distribution chart and descriptions, see Attachment 7.
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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.
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For distribution of cash dividends, after resolution in this shareholders’ meeting, it is proposed that the Board of Directors be authorized to determine the ex-dividend date and to put it into promulgation as required by law.
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Please proceed to adopt.
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Voting Result: Shares represented at the time of voting: 1,835,876,139. 1,508,532,072 shares voted for the proposal (among them, 941,850,914 shares voted via electronic transmission); 65,039 shares voted against the proposal (among them, 65,039 shares voted via electronic transmission); 327,279,028 votes were abstained. (among them, 325,899,830 shares voted via electronic transmission)
- 0 votes were invalid.
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Resolution: 82.17% 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.
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iii. Proposal: Dividends payable in newly-issued shares of common stock for 2015 (Proposed by the Board of Directors)
Explanation:
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In an effort to strengthen capital structure, the Board of Directors proposed dividends payable in newly-issued shares of common stock. Details are as follows:
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Sources of funds
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It is proposed that 11,674,642 new shares with face value of NT$116,746,420 be issued to be paid to shareholders as dividends.
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Terms of issuance:
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i. With respect to 11,674,642 new shares issued for stock dividends, payout will be based on the shareholding of all shareholders as of the ex-right date as shown through the Register of Shareholders. 5 shares will be distributed for every one thousand shares.
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ii. After the proposal of share issuance is resolved by the shareholders’
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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.
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iii. 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.
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iv. 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.
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Please proceed to resolve.
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Voting Result: Shares represented at the time of voting: 1,835,876,139. 1,508,968,715 shares voted for the proposal (among them, 942,287,557 shares voted via electronic transmission); 66,039 shares voted against the proposal (among them, 66,039 shares voted via electronic transmission); 326,841,385 votes were abstained. (among them, 325,462,187 shares voted via electronic transmission)
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0 votes were invalid.
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Resolution: 82.19% 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 11,674,642 new shares with face value of NT$116,746,420.
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iv. Proposal: Amendment to “Regulations Governing Election of Directors” (Proposed by the Board of Directors)
Explanation:
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In order to comply with regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Regulations Governing Election of Directors” is proposed.
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Please refer to Attachment 8 for a comparison of the contents before and after amendment.
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Please refer to Appendix 3 of 2016 AGM meeting agenda for the full contents before amendment.
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Please proceed to resolve.
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Voting Result: Shares represented at the time of voting: 1,835,876,139. 1,399,776,291 shares voted for the proposal (among them, 833,095,133 shares voted via electronic transmission); 128,319 shares voted against the proposal (among them, 128,319 shares voted via electronic transmission); 435,971,529 votes were abstained. (among them, 434,592,331 shares voted via electronic transmission)
- 0 votes were invalid.
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Resolution: 76.24% 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.
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v. Proposal: Election of the Board of Directors of the 10th Term. (Proposed by the Board of Directors)
Explanation:
- Please duly elect eleven directors of the 10th term (including four
independent directors). For “Regulations Governing Election of Directors”, please refer to and Appendix 3 of 2016 AGM meeting agenda and Attachment 8.
- For candidates of directors and independent directors of the 10th term,
please refer to Appendix 4 of 2016 AGM meeting agenda.
- The directors of the 10th term will serve a three-year term starting from
June 24, 2016 to June 23, 2019.
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Election result : For result of election and number of votes received, please refer to Attachment 9.
- vi. Proposal: Proposal of release of directors from non-competition restrictions (Proposed by the Board of Directors)
Explanation:
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In order to comply with the Article 209 of Company Law, “if a Director’s act on his/her or others’ behalf falls within the scope of the Company's business, the Director shall illustrate to the shareholders the gist of such act, and obtain the shareholders’ approval.”
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In view of the diversification needs of the Company’s and that directors (including independent directors) might act in their own interests on matters within the Company’s business scopes, it is proposed to release the non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests.
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The detail of release of directors from non-competition restrictions, please refer to Attachment 10
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Please discuss and resolve.
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Voting Result: Shares represented at the time of voting: 1,835,876,139. 1,394,466,426 shares voted for the proposal (among them, 827,785,268 shares voted via electronic transmission); 743,111 shares voted against the proposal (among them, 743,111 shares voted via electronic transmission); 440,666,602 votes were abstained. (among them, 439,287,404 shares voted via electronic transmission)
- 0 votes were invalid.
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Resolution: 75.95% 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.
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V. Provisional Motions: None
VI. Adjournment
There being no other special motion, upon a motion by the Chairman, the meeting was adjourned.
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Attachment 1
Lite-On Technology Corporation Comparative Table of Articles of Incorporation
(The table below compares the Amended Articles and Original Articles.)
| Article No | Amended Article | Original Article | Note |
|---|---|---|---|
| Article XXIV |
The Company shall allocate the following compensation from the profit of each fiscal year (The “profit” means “profit before income tax and employees’ and directors’ compensation"), however, the Company shall have reserved a sufficient amount from such profit to offset its accumulated losses (including unappropriated earnings adjustment if any): 1. Employees’ compensation:no less than 1% 2. Directors’ compensation:no more than 1.5% The employees’ compensation under the preceding paragraph will be distributed by shares or cash. The employees of the Company’s subsidiaries may also be entitled to such compensation. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation. The Directors’ compensation under the preceding paragraph may only be distributed by cash. The Company shall, upon a resolution of the Board of Directors, distribute employees' and director’s compensation in the preceding two paragraphs, and report to the shareholders’ meeting for such distribution. |
From the profit earned in current year, the Company shall pay taxes and make up any previous loss, if any, then withhold 10% for legal reserve, then provide or reverse special reserve as required by competent authority. The balance added with unallocated earnings accumulated previously will be duly allocated at the following ratio after certain earnings is set aside for business growth. 1. Bonus to employees: no less than 1% 2. Remuneration to directors: no more than 1.5% 3. Remainder thereafter, to be dividends to shareholders As to the bonus to employees mentioned in the preceding paragraph, if the bonus is dispersed in stocks, beneficiaries may include employees of affiliates. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation. |
To comply with the amendments of the Company Act article 235, 235-1, 240, and related regulation. |
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| Article No | Amended Article | Original Article | Note |
|---|---|---|---|
| Article XXIV-1 |
If there is net profit after tax upon the final settlement of account of each fiscal year, the Company shall first to offset any previous accumulated losses (including unappropriated earnings adjustment if any) and set aside a legal reserve at 10% of the net profits, unless the accumulated legal reserve is equal to the total capital of the Company; then set aside special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The remaining net profit, plus the beginning unappropriated earnings (including adjustment of unappropriated earnings if any) , shall be distributed into dividends to shareholders according to the distribution plan proposed by the Board of Directors and submitted to the shareholders’ meetingfor approval. |
(newly added Article) | To comply with the amendments of the Company Act. |
| Article XXIX |
The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. |
The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May |
Added the date for the 26th Amendment |
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| Article No | Amended Article | Original Article | Note |
|---|---|---|---|
| The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment The Articles were duly amended on June 24, 2016 as the 26th amendment |
19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19,2014 as the 25th amendment. |
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Attachment 2 Lite-On Technology Corporation Business Report
Dear Shareholders,
Despite the lower demand for products and services in the global information and communication industries in 2015, the Lite-On Group has been focusing on profits, steadying operations and increasing shareholders’ return on equity as our operational strategies. We have shown an increase in profits through our ability to execute and compete. Cloud computing, LED lighting, automotive electronics, biomedical technology, and industrial automation were the five Internet of Things (IoT) applications that we concentrated on as we transformed ourselves. In each and every application area, we have consolidated business across areas and invested aggressively in resources, research and team to expand business. We have used One LiteOn’s advantage as our new re-starting point. In 2015, LiteOn’s global consolidated revenue amounted to NT$216.929 billion. As part of the overall revenue, non-PC-related products exceeded 60%. Our net profit after taxes was NT$7.223 billion for the year and our annual earnings per share (EPS) reached NT$3.11. This represented a yearly growth of 11%.
Operating Performance
All core products of LiteOn have continued to grow steadily in 2015. In recent years, we have been aggressively growing our non-PC areas. We are gradually seeing results in the cloud computing, high-end cameras and LED lighting areas. In 2015, they have not only grown steadily but will continue to be the growth areas and profit centers in 2016. The optoelectronic department benefited from the increase in market demand for LED lighting, consumer electronics and portable devices. It also benefited from increased production in camera modules and an increase market share in high-end smart phones. With the increase in demand for cloud application server power management systems and portable devices, our revenue in this area rose to a record high. In our core business groups, we saw an expansion in market share for high-end server casings and input devices (peripherals such as keyboards and mice), an increase in delivery of tablet PC peripheral applications and smooth delivery of the new laser models of multifunction machines. All the above contributed to continued growth in revenue for the information product division. Market demand for storage devices increased and gaming-related products rose nearly 10% in revenues.
The five IoT application areas of cloud computing, LED lighting, automobile electronics, medical biotechnology, and industrial automation were LiteOn’s main focal points as it transformed itself. Development in new business areas has taken off and research and innovation have led into operations, scaling up and a new wave of growth momentum. In 2015, LiteOn successfully introduced data center power management systems by providing innovative and flexible cloud applications for critical infrastructure power management, remote backup, and remote monitoring as comprehensive solutions. Our electric car chargers have received technical and specification certifications from Europeran and American countries and our customers and product installations have increased substantially. In the area of LED lighting, LiteOn not only provided LED lighting products to car manufacturers around the world but is also zealously developing integrated optical censors in new application areas for monitoring heart rates, directions, environmental colors and gesture controls. With the development self-driving vehicles in full swing, LiteOn has built smart sensing modules to be used in various driving situations. In the area of intelligent manufacturing, after successfully developing 3D printing and scanning technology, we have led the industry in becoming the world’s first company to build mobile phone antennas through 3D printing. Such antennas have been used with smartphones
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manufactured by international brand companies. Because they are produced completely without the process of plating and use green recyclable materials, the impact on the environment is greatly reduced and the customers have offered high praises. LiteOn’s own biomedical technology brand, Skyla® , has successfully entered the global biotechnology healthcare market, developing automated biochemical analyzers and glycated hemoglobin analyzers. In March of 2016, we announced the establishment of the first overseas biotechnology research and development center in Singapore geared towards the emergency and remote care markets. This integrates our dual advantages of product design and product manufacturing and allows us to zealously develop highly competitive point-of-care products.
Corporate Social Responsibility
Nationally, LiteOn has received CommonWealth Magazine’s Benchmark Enterprise Award nine consecutive years, the Taiwan Corporate Sustainability Award four times, and Global Views Monthly’s Excellence in Corporate Social Responsibility Award eight times. Internationally, LiteOn has held a place on the Dow Jones Sustainability Index (DJSI) for five years in a row and a place on the Morgan Stanley Sustainability Report for two years in a row. We have also been featured on the A List in the Climate Disclosure Leadership Index (CDLI). Our highly transparent information disclosure measures earned us the highest ranking of A++ on the TWSE (Taiwan Stock Exchange) two consecutive years.
Future Outlook
As the technology industry of traditional hardware manufacturing rapidly crosses over to big data, smart LED lighting, automobile electronics, medical biotechnology, smart home systems, intelligent manufacturing, and IoT applications, there is need for careful integration with existing industries or a replacement of them. The global economic environment is facing a variety of uncertainties. As we cross our 40[th] anniversary threshold, what is most important to LiteOn is to face this new wave on a new starting point.
Looking ahead, LiteOn will continue to strengthen its production advantage and operational structure. We will eagerly participate in the development of new applications and use a multi-directional approach to create sustainable growth and achieve our developmental goals of transformation and advancement. With the advantages of an elite, world-class company, LiteOn is committed to becoming the best choice for a business partner for any global customer seeking innovative design, hardware manufacturing and applications in the areas of light, electricity, energy conservation and smart technology. We have efficiently integrated the eight business units of Mobile Mechanics, PID, Power Systems, Storage, MEC, CDSS, OPS and the New Business unit. This was a display of our institutional spirit of passion, excellence, innovation and growth as well as an exercise in flexibility and creativity for the One LiteOn team. We will eagerly seek out the next wave of growth and market opportunities to demonstrate One LiteOn’s holistic productivity and competitiveness.
In the past 40 years, LiteOn has consistently faced a variety of challenges. In overcoming each challenge, it has grown and attained great results. We hope that this spirit can be sustained generation after generation, making LiteOn an asset for society and an ever-lasting and ever-growing Taiwanese enterprise. This will require the persistence and effort of each member of our team as well as the support and affirmation of every customer, supplier, business partner, shareholder and society at large. Together, we will build a centenarian corporation out of LiteOn.
Chairperson:
Manager: Chief Accountant:
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Attachment 3
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, 2015, December 31, 2014 and January 1, 2014, 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, 2015, December 31, 2014 and January 1, 2014, 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, 2015 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, 2016
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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Attachment 3-1
LITE-ON TECHNOLOGY CORPORATION
BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash (Note 6) Financial assets at fair value through profit or loss (Notes 5 and 7) Debt instruments with no active market - current (Note 12) Notes receivable, net (Note 8) Trade receivables, net (Notes 5 and 8) Trade receivables from related parties (Note 30) Other receivables Other receivables from related parties (Note 30) Inventories, net (Notes 5 and 9) Prepayments Total current assets NON-CURRENT ASSETS Available-for-sale financial assets (Notes 5 and 10) Debt instruments with no active market - non-current (Note 12) Investments accounted for using equity method (Notes 5 and 13) Property, plant and equipment, net (Notes 5 and 14) Intangible assets, net (Notes 5 and 15) Deferred tax assets (Notes 5 and 22) Refundable deposits Prepayments for investments Net defined benefit assets - non-current (Notes 5 and 18) Other non-current assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Derivative financial liabilities for hedging - current (Notes 5 and 11) Notes payable Trade payables Trade payables to related parties (Note 30) Other payables Other payables to related parties (Note 30) Current tax liabilities (Notes 5 and 22) Provisions - current (Notes 5 and 17) Advance receipts Current portion of long-term borrowings (Note 16) Total current liabilities NON-CURRENT LIABILITIES Derivative financial liabilities for hedging - non-current (Notes 5 and 11) Long-term borrowings, net of current portion (Note 16) Deferred tax liabilities (Notes 5 and 22) Net defined benefit liabilities - non-current (Notes 5 and 18) Guarantee deposits Credit balance of investments accounted for using equity method (Note 13) 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 share options Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Unrealized loss on hedging instruments determined to be the effective portion of cash flow hedging Total other equity Treasury shares Total equity TOTAL |
December 31, 2015 Amount % $ 4,190,926 3 45,845 - 9,573 - 180 - 21,641,543 15 11,028,957 7 790,721 1 541,785 - 10,458,264 7 807,852 1 49,515,646 34 321,274 - 735 - 80,806,177 55 6,879,323 5 6,742,250 5 2,106,142 1 160,322 - 155,677 - - - 6,444 - 97,178,344 66 $ 146,693,990 100 $ 12,874,375 9 - - 2,597 - 8,103,755 5 18,858,168 13 9,892,335 7 755,682 - 1,270,893 1 853,031 1 1,814,666 1 2,900,000 2 57,325,502 39 - - 9,600,000 7 3,282,201 2 63,935 - 21,210 - 412,631 - 13,379,977 9 70,705,479 48 23,349,283 16 - - 23,349,283 16 9,251,603 7 7,462,138 5 275,516 - 43,236 - 278,747 - 10,015,194 7 - - 27,326,434 19 10,123,042 7 232,213 - 13,011,073 9 23,366,328 16 3,347,902 2 (152,714 ) - - - 3,195,188 2 (1,248,722) (1) 75,988,511 52 $ 146,693,990 100 |
December 31, 2014 (Restated) 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 - 75,429,489 52 7,378,066 5 7,074,562 5 2,124,934 2 174,804 - - - 17 - 7,278 - 92,836,176 64 $ 143,924,052 100 $ 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 - 11,432,541 8 20,959,086 15 4,125,097 3 139,072 - (11,989) - 4,252,180 3 (1,248,722) (1) 74,974,208 52 $ 143,924,052 100 |
January 1, 2014 (Restated) |
|||
|---|---|---|---|---|---|---|
| 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 - - 87,137,080 68 4,758,177 4 646,137 - 921,841 1 87,784 - - - - - 5,512 - 94,273,702 74 $ 128,212,035 100 $ 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 12,176,414 9 21,467,718 17 2,383,040 2 83,231 - (46,969) - 2,419,302 2 (1,334,660) (1) 73,040,636 57 $ 128,212,035 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated March 25, 2016)
- 16 -
LITE-ON TECHNOLOGY CORPORATION Attachment 3-2 STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 20 and 30) Less: Sales returns Sales allowance Total operating revenue OPERATING COSTS Cost of goods sold (Notes 9, 21 and 30) GROSS PROFIT REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES GROSS PROFIT, NET OPERATING EXPENSES (Notes 21 and 30) 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 13) Interest income Dividend income Other income (Note 30) Gain on disposal of property, plant and equipment (Note 30) Gain on disposal of investments Net gain (loss) on foreign currency exchange Gain on financial assets with fair value through profit or loss Finance costs Other expenses Loss on disposal of property, plant and equipment Impairment loss (Note 10) Total nonoperating income and expenses |
|||
|---|---|---|---|
| 2015 | |||
| Amount % $127,877,547 103 827,475 1 2,420,824 2 124,629,248 100 110,580,446 88 14,048,802 12 28,510 - 14,077,312 12 3,030,307 2 4,823,651 4 3,293,023 3 11,146,981 9 2,930,331 3 5,047,718 4 32,065 - 10,844 - 1,185,172 1 39,220 - 20,190 - (27,501) - 45,845 - (341,075) - (555,040) (1) (517) - (54,801) - 5,402,120 4 |
- 17 -
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Notes 5 and 22) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 18, 19 and 22) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive loss of subsidiaries and associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Unrealized Gain on hedging instruments determined to be the effective portion of cash flow hedging Share of other comprehensive loss of subsidiaries and associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
|||
|---|---|---|---|
| 2015 Amount % $ 8,332,451 7 (1,109,552) (1) 7,222,899 6 (76,626) - (21,876) - 13,026 - (85,476) - (818,537) (1) (300,819) - 11,989 - (81,980) - 132,355 - (1,056,992) (1) (1,142,468) (1) $ 6,080,431 5 |
|||
- 18 -
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 23) Basic Diluted |
For the Years Ended December 31 2015 2014(Restated) Amount % Amount % $3.11 $2.78 $3.07 $2.75 |
|---|---|
| 2015 Amount % $3.11 $3.07 |
The accompanying notes are an integral part of the financial statements.
- 19 -
Attachment 3-3
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2014 Effect of retrospective application of IFRSs and restatement of financial statements (Note 3) BALANCE AT JANUARY 1, 2014 AS RESTATED Appropriation of the 2013 earnings Legal reserve Special reserve Cash dividends - 27.1% Stock dividends - 0.5% Other changes in capital surplus Additional acquisition of partially owned subsidiaries Changes in percentage of ownership interest in subsidiaries Change in capital surplus from investments in associates and joint ventures accounted for using equity method Stock dividends of employee transfer to capital Issue of common shares under employee share options Change in capital surplus from cash dividends of the Company paid to subsidiaries Disposal of investments accounted for using equity method Effect of acquisition and deconsolidation of subsidiaries Net profit for the year ended December 31, 2014 Other comprehensive income for the year ended December 31, 2014, net of income tax Total comprehensive income for the year ended December 31, 2014 Cancellation of treasury shares BALANCE AT DECEMBER 31, 2014 AS RESTATED Appropriation of the 2014 earnings Legal reserve Special reserve Cash dividends - 19.7% Stock dividends - 0.5% Other changes in capital surplus Changes in percentage of ownership interest in subsidiaries Change in capital surplus from investments in associates and joint ventures accounted for using equity method Stock dividends of employee transfer to capital Change in capital surplus from cash dividends of the Company paid to subsidiaries Net profit for the year ended December 31, 2015 Other comprehensive income (loss) for the year ended December 31, 2015, net of income tax Total comprehensive income for the year ended December 31, 2015 Cancellation of treasury shares BALANCE AT DECEMBER 31, 2015 |
**Issue of Share Cap ** | ital(Note 19) | Total $ 23,276,257 - 23,276,257 - - - 116,381 - - - 40,849 - - - - - - - (16,750) 23,416,737 - - - 117,084 - - 43,332 - - - (227,870) $ 23,349,283 |
Capital Surplus | (Note 19) | Total $ 27,212,019 - 27,212,019 - - - - - 30,060 207,510 149,096 - 65,430 - - - - - (69,188) 27,594,927 - - - - 12,276 47,301 102,960 47,779 - - - (478,809) $ 27,326,434 |
Retained Earnings (N | otes 19 and 26) | Total $ 21,463,386 4,332 21,467,718 - - (6,307,866 ) (116,381 ) (543,482 ) - - - - - - - 6,460,808 (1,711) 6,459,097 - 20,959,086 - - (4,613,097 ) (117,084 ) - - - - 7,222,899 (85,476) 7,137,423 - $ 23,366,328 |
Other Equity ( | Note 19) | Total $ 2,419,302 - 2,419,302 - - - - - - - - - - (1,240 ) (13,549 ) - 1,847,667 1,847,667 - 4,252,180 - - - - - - - - - (1,056,992) (1,056,992) - $ 3,195,188 |
Treasury Shares (Note 19) $ (1,334,660 ) - (1,334,660 ) - - - - - - - - - - - - - - - 85,938 (1,248,722 ) - - - - - - - - - - - - $ (1,248,722) |
Total Equity $ 73,036,304 4,332 73,040,636 - - (6,307,866 ) - (543,482 ) 30,060 207,510 189,945 - 65,430 (1,240 ) (13,549 ) 6,460,808 1,845,956 8,306,764 - 74,974,208 - - (4,613,097 ) - 12,276 47,301 146,292 47,779 7,222,899 (1,142,468) 6,080,431 (706,679) $ 75,988,511 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional Paid-in Capital from Share Excess of Par Value $ 9,096,489 - 9,096,489 - - - - - - - 149,096 - - - - - - - (6,654) 9,238,931 - - - - - - 102,960 - - - - (90,288) $ 9,251,603 |
Bond Conversion $ 7,540,388 - 7,540,388 - - - - - - - - - - - - - - - (5,426) 7,534,962 - - - - - - - - - - - (72,824) $ 7,462,138 |
A Treasury Stock Transactions $ 430,851 - 430,851 - - - - - (206 ) (556 ) - - 65,430 - - - - - (49,825) 445,694 - - - - - - - 47,779 - - - (217,957) $ 275,516 |
Difference Between Consideration and Carry Amounts djusted Arising from Change in Percentage of Ownership in Subsidiaries $ - - - - - - - - 30,960 - - - - - - - - - - 30,960 - - - - 12,276 - - - - - - - $ 43,236 |
Arising from Share of Changes in Capital Surplus of Associates and Joint Ventures $ 15,487 - 15,487 - - - - - - 215,959 - - - - - - - - - 231,446 - - - - - 47,301 - - - - - - $ 278,747 |
Merger $ 10,120,217 - 10,120,217 - - - - - - - - - - - - - - - (7,283) 10,112,934 - - - - - - - - - - - (97,740) $ 10,015,194 |
Employee Stock Options $ 8,587 - 8,587 - - - - - (694 ) (7,893 ) - - - - - - - - - - - - - - - - - - - - - - $ - |
||||||||||||||||||||
| Exchange Differences on Translating Foreign Operations $ 2,383,040 - 2,383,040 - - - - - - - - - - (1,240 ) (13,549 ) - 1,756,846 1,756,846 - 4,125,097 - - - - - - - - - (777,195) (777,195) - $ 3,347,902 |
Unrealized Gain (Loss) on Available-for- sale Financial Assets $ 83,231 - 83,231 - - - - - - - - - - - - - 55,841 55,841 - 139,072 - - - - - - - - - (291,786) (291,786) - $ (152,714) |
Cash Flow Hedges $ (46,969 ) - (46,969 ) - - - - - - - - - - - - - 34,980 34,980 - (11,989 ) - - - - - - - - - 11,989 11,989 - $ - |
||||||||||||||||||||||||
| Shares (In Thousands) 2,324,655 - 2,324,655 - - - 11,638 - - - 4,085 2,971 - - - - - - (1,675) 2,341,674 - - - 11,708 - - 4,333 - - - - (22,787) 2,334,928 |
Amount $ 23,246,552 - 23,246,552 - - - 116,381 - - - 40,849 29,705 - - - - - - (16,750) 23,416,737 - - - 117,084 - - 43,332 - - - - (227,870) $ 23,349,283 |
Advance Receipts for Common Stock $ 29,705 - 29,705 - - - - - - - - (29,705 ) - - - - - - - - - - - - - - - - - - - - $ - |
||||||||||||||||||||||||
| Legal Reserve $ 8,601,391 - 8,601,391 875,485 - - - - - - - - - - - - - - - 9,476,876 646,166 - - - - - - - - - - - $ 10,123,042 |
Special Reserve $ 689,913 - 689,913 - (640,244 ) - - - - - - - - - - - - - - 49,669 - 182,544 - - - - - - - - - - $ 232,213 |
Unappropriated Earnings $ 12,172,082 4,332 12,176,414 (875,485 ) 640,244 (6,307,866 ) (116,381 ) (543,482 ) - - - - - - - 6,460,808 (1,711) 6,459,097 - 11,432,541 (646,166 ) (182,544 ) (4,613,097 ) (117,084 ) - - - - 7,222,899 (85,476) 7,137,423 - $ 13,011,073 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated March 25, 2016)
- 20 -
LITE-ON TECHNOLOGY CORPORATION Attachment 3-4 STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) |
|||
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Recognition of impairment loss of trade receivables Net gain on fair value change of financial assets designated as at fair value through profit Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Gain on disposal of available-for-sale financial assets Gain on disposal of investments accounted for using equity method Impairment loss recognized on financial assets Impairment loss recognized on non-financial assets Realized gain on the transactions with subsidiaries and associates Unrealized loss (gain) on foreign currency exchange Recognition 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 to related parties Other payables Other payables to related parties Provisions Advance receipts Net defined benefit liabilities Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities |
For the Years Ended **December 31 ** |
||
| 2015 $ 8,332,451 701,807 462,614 13,818 (45,845) 341,075 (32,065) (10,844) (5,047,718) (38,703) (19,926) (264) 54,801 162,974 (28,510) 270,959 263,383 40,433 1,422,153 (196,112) (132,535) 30,664 (2,195,953) 111,781 (4,118) 1,827,447 (2,052,623) 2,146,279 155,582 (238,639) (144,127) (12,674) 6,137,565 32,362 10,844 (343,334) (190,471) 5,646,966 |
2014 (Restated) $ 6,426,724 479,839 295,400 19,385 - 370,659 (41,958) (20,298) (2,744,022) (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 |
(Continued)
- 21 -
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Purchase of debt instruments with no active market Acquisition of investments accounted for using equity method Increase in prepayments for long-term investments Net cash inflow from consolidated subsidiaries (Note 27) 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 Decrease (increase) in refundable deposits Payments for intangible assets Decrease (increase) in other noncurrent assets Dividend received from subsidiaries and associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payments for buy-back of ordinary shares Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Cash dividends Partial acquisition of subsidiaries (Note 26) Net cash used in financing activities NET DECREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR |
For the Years Ended **December 31 ** |
For the Years Ended **December 31 ** |
|
|---|---|---|---|
| 2015 $ - 22,949 (8,519) (1,555,000) (155,677) - 4,806 (520,263) 383,631 14,482 (133,023) 834 283,994 (1,661,786) (706,679) - (592,746) (425,000) 1,414 (4,613,097) - (6,336,108) (2,350,928) 6,541,854 $ 4,190,926 |
2014 (Restated) $ (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 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated March 25, 2016)
(Concluded)
- 22 -
Attachment 4
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, 2015, December 31, 2014 and January 1, 2014 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, 2015, December 31, 2014 and January 1, 2014 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, 2015 and 2014 on which we have issued an unqualified report.
March 25, 2016
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.
- 23 -
Attachment 4-1
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Note 8) Debt instruments with no active market - current (Note 10) Notes receivable Trade receivables, net (Note 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 19) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - non-current (Note 8) Debt instruments with no active market - non-current (Note 10) Investments accounted for using equity method (Note 15) Property, plant and equipment, net (Note 16) Investment properties, net (Note 17) Intangible assets, net (Note 18) Deferred tax assets Refundable deposits Other noncurrent assets (Note 19) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) 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 22) Advance receipts Current portion of long-term borrowings (Note 20) Finance lease payables - current (Note 21) Total current liabilities NONCURRENT LIABILITIES Derivative financial instruments for hedging - noncurrent (Note 9) Long-term borrowings, net of current portion (Note 20) Deferred tax liabilities Finance lease payables, net of current portion (Note 21) Net defined benefit liabilities - noncurrent (Note 23) 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 (loss) on available-for-sale financial assets Unrealized loss on cash flow hedging Total other equity Treasury shares Total equity attributable to owners of the Company NONCONTROLLING INTERESTS Total equity TOTAL |
December 31, 2015 Amount % $ 65,501,807 31 53,211 - - - 694,435 - 300,825 - 50,079,869 24 66,338 - 1,289,849 1 10,481 - 28,826,436 14 - - 3,744,824 2 150,568,075 72 670,328 - 834 - 4,095,167 2 33,389,439 16 499,950 - 15,938,232 8 3,164,798 2 579,758 - 747,282 - 59,085,788 28 $ 209,653,863 100 $ 17,670,878 8 55,945 - - - 178,594 - 58,224,636 28 856,945 - 21,118,958 10 12,941 - 2,475,535 1 1,068,810 1 3,275,828 2 4,796,118 2 95,501 - 109,830,689 52 - - 16,355,753 8 3,531,564 2 5,398 - 155,854 - 91,012 - 20,139,581 10 129,970,270 62 23,349,283 11 - - 23,349,283 11 9,251,603 4 7,462,138 4 275,516 - 43,236 - 278,747 - 10,015,194 5 - - 27,326,434 13 10,123,042 5 232,213 - 13,011,073 6 23,366,328 11 3,347,902 2 (152,714 ) - - - 3,195,188 2 (1,248,722) (1) 75,988,511 36 3,695,082 2 79,683,593 38 $ 209,653,863 100 |
December 31, 2014 (Restated) 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 3,105,466 1 492,255 - 889,328 - 62,812,933 29 $ 216,533,829 100 $ 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 - 96,021 - 80,871 - 17,072,565 8 137,361,191 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 - 11,432,541 5 20,959,086 10 4,125,097 2 139,072 - (11,989) - 4,252,180 2 (1,248,722) (1) 74,974,208 35 4,198,430 2 79,172,638 37 $ 216,533,829 100 |
January 1, 2014 (Restated) |
|||
|---|---|---|---|---|---|---|
| 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 2,204,470 1 390,443 - 925,989 1 61,928,061 29 $ 212,358,752 100 $ 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 - 219,709 - 81,608 - 21,751,386 10 133,108,369 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 - 12,176,414 6 21,467,718 10 2,383,040 1 83,231 - (46,969) - 2,419,302 1 (1,334,660) (1) 73,040,636 34 6,209,747 3 79,250,383 37 $ 212,358,752 100 |
The accompanying notes are an integral part of the consolidated financial statements.
- 24 -
LITE-ON TECHNOLOGY CORPORATION AND Attachment 4-2 SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 25 and 34) Less: Sales allowance Sales returns Total operating revenue COST OF GOODS SOLD (Notes 12, 28 and 34) 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 of associates (Note 15) Interest income Dividend income Other income (Notes 30 and 34) Gain (loss) on disposal of investments Net gain on foreign currency exchange Gain on financial assets at fair value through profit or loss (Note 7) Finance costs Other expenses Net loss on disposal of property, plant and equipment Impairment loss (Notes 8 and 16) Total nonoperating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET PROFIT FOR THE YEAR |
**For the Years Ended December 31 ** | **For the Years Ended December 31 ** | **For the Years Ended December 31 ** | |
|---|---|---|---|---|
| 2015 Amount % $222,826,970 103 4,258,037 2 1,640,199 1 216,928,734 100 188,787,517 87 28,141,217 13 7,450,517 3 6,051,269 3 5,986,608 3 19,488,394 9 8,652,823 4 124,439 - 1,170,008 - 66,500 - 1,573,429 1 (71,351) - 123,658 - 360,034 - (578,715) - (1,087,531) (1) (15,465) - (311,188) - 1,353,818 - 10,006,641 4 2,693,809 1 7,312,832 3 |
2014(Restated) | |||
| Amount % $237,313,030 103 3,733,656 2 2,947,400 1 230,631,974 100 202,383,860 88 28,248,114 12 8,794,035 4 5,955,613 2 6,372,383 3 21,122,031 9 7,126,083 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 - 7,747,872 3 2,070,880 1 5,676,992 2 |
(Continued)
- 25 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (Notes 23, 24 and 26) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of the other comprehensive loss of associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Unrealized gain on hedging instruments determined to be the effective portion of cash flow hedging Share of the other comprehensive income (loss) of associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests |
**For the Years Ended December 31 ** | **For the Years Ended December 31 ** | **For the Years Ended December 31 ** | |
|---|---|---|---|---|
| 2015 2014(Restated) Amount % Amount % $ (75,240) - $ 27,065 - (25,529) - (12,836) - 15,604 - (8,647) - (85,165) - 5,582 - (932,034) - 2,115,652 1 (292,354) - 53,856 - 11,989 - 34,980 - (27,849) - 167,523 - 130,178 - (424,675) - (1,110,070) - 1,947,336 1 (1,195,235) - 1,952,918 1 $ 6,117,597 3 $ 7,629,910 3 $ 7,222,899 3 $ 6,460,808 3 89,933 - (783,816) (1) $ 7,312,832 3 $ 5,676,992 2 (Continued) |
2014(Restated) | |||
- 26 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 27) Basic Diluted |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|---|
| 2015 Amount % $ 6,080,431 3 37,166 - $ 6,117,597 3 $3.11 $3.07 |
2014(Restated) | |||
| Amount % $ 8,306,764 3 (676,854) - $ 7,629,910 3 $2.78 $2.75 |
||||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
- 27 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 4-3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2014 Effect of retrospective application of IFRSs and restatement of financial statements (Note 3) Appropriation of the 2013 earnings Legal reserve Special reserve Cash dividends - 27.1% Stock dividends - 0.5% Changes in noncontrolling interests Other changes in capital surplus Additional acquisition of partially owned subsidiaries Arising from changes in percentage of ownership interest in subsidiaries Change in capital surplus from investments in associates and joint ventures accounted for by the equity method Stock dividends of employee transferred to capital Issue of common shares under employee share options Change in capital from cash dividends of the Parent Company paid to subsidiaries Disposal of investments accounted for using equity method Effect of acquisition and deconsolidation of subsidiaries Net profit for the year ended December 31, 2014 Other comprehensive income for the year ended December 31, 2014, net of income tax Total comprehensive income for the year ended December 31, 2014 Cancellation of treasury shares BALANCE AT DECEMBER 31, 2014 Appropriation of the 2014 earnings Legal reserve Special reserve Cash dividends - 19.7% Stock dividends - 0.5% Changes in noncontrolling interests Other changes in capital surplus Arising from changes in percentage of ownership interest in subsidiaries Change in capital surplus from investments in associates and joint ventures accounted for by the equity method Stock dividends of employee transferred to capital Change in capital from cash dividends of the Parent Company paid to subsidiaries Net profit for the year ended December 31, 2015 Other comprehensive income (loss) for the year ended December 31, 2015, net of income tax Total comprehensive income for the year ended December 31, 2015 Cancellation of treasury shares BALANCE AT DECEMBER 31, 2015 |
Equity Attributa | ble to Owners of the | Company | Treasury Shares (Note 24) $ (1,334,660 ) - (1,334,660) - - - - - - - - - - - - - - - - 85,938 (1,248,722 ) - - - - - - - - - - - - - $ (1,248,722) |
Noncontrolling Interests (Notes 24, 29, 30 and 31) $ 6,200,851 8,896 6,209,747 - - - - (127,371 ) (469,686 ) - - - - - - (737,406 ) (783,816 ) 106,962 (676,854) - 4,198,430 - - - - (540,514 ) - - - - 89,933 (52,767) 37,166 - $ 3,695,082 |
Total Equity $ 79,237,155 13,228 79,250,383 - - (6,307,866 ) - (127,371 ) (1,013,168 ) 30,060 207,510 189,945 - 65,430 (1,240 ) (750,955 ) 5,676,992 1,952,918 7,629,910 - 79,172,638 - - (4,613,097 ) - (540,514 ) 12,276 47,301 146,292 47,779 7,312,832 (1,195,235) 6,117,597 (706,679) $ 79,683,593 |
|||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Issue of Share Cap ** | ital(Note 24) | Total $ 23,276,257 - 23,276,257 - - - 116,381 - - - - 40,849 - - - - - - - (16,750) 23,416,737 - - - 117,084 - - - 43,332 - - - - (227,870) $ 23,349,283 |
Capital Surplus | (Note 24) | Total $ 27,212,019 - 27,212,019 - - - - - - 30,060 207,510 149,096 - 65,430 - - - - - (69,188) 27,594,927 - - - - - 12,276 47,301 102,960 47,779 - - - (478,809) $ 27,326,434 |
R | etained Earnings (N | otes 24 and 31) | Total $ 21,463,386 4,332 21,467,718 - - (6,307,866 ) (116,381 ) - (543,482 ) - - - - - - - 6,460,808 (1,711) 6,459,097 - 20,959,086 - - (4,613,097 ) (117,084 ) - - - - - 7,222,899 (85,476) 7,137,423 - $ 23,366,328 |
Other Equity (Not | es 24 and 30) | Total $ 2,419,302 - 2,419,302 - - - - - - - - - - - (1,240 ) (13,549 ) - 1,847,667 1,847,667 - 4,252,180 - - - - - - - - - - (1,056,992) (1,056,992) - $ 3,195,188 |
|||||||||||||||
| Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 9,096,489 - 9,096,489 - - - - - - - - 149,096 - - - - - - - (6,654) 9,238,931 - - - - - - - 102,960 - - - - (90,288) $ 9,251,603 |
Bond Conversion T $ 7,540,388 - 7,540,388 - - - - - - - - - - - - - - - - (5,426) 7,534,962 - - - - - - - - - - - - (72,824) $ 7,462,138 |
reasury Stock Transactions $ 430,851 - 430,851 - - - - - - (206 ) (556 ) - - 65,430 - - - - - (49,825) 445,694 - - - - - - - - 47,779 - - - (217,957) $ 275,516 |
Difference Between Consideration and Carry Amounts Adjusted Arising from Changes in Percentage of Ownership in Subsidiaries C $ - - - - - - - - - 30,960 - - - - - - - - - - 30,960 - - - - - 12,276 - - - - - - - $ 43,236 |
Arising from Share of Changes in apital Surplus of Associates $ 15,487 - 15,487 - - - - - - - 215,959 - - - - - - - - - 231,446 - - - - - - 47,301 - - - - - - $ 278,747 |
Merger $ 10,120,217 - 10,120,217 - - - - - - - - - - - - - - - - (7,283) 10,112,934 - - - - - - - - - - - - (97,740) $ 10,015,194 |
Employee Stock Options $ 8,587 - 8,587 - - - - - - (694 ) (7,893 ) - - - - - - - - - - - - - - - - - - - - - - - $ - |
|||||||||||||||||||||
| Exchange Differences on Translating Foreign Operations $ 2,383,040 - 2,383,040 - - - - - - - - - - - (1,240 ) (13,549 ) - 1,756,846 1,756,846 - 4,125,097 - - - - - - - - - - (777,195) (777,195) - $ 3,347,902 |
Unrealized Gain on Available-for- sale Financial Assets $ 83,231 - 83,231 - - - - - - - - - - - - - - 55,841 55,841 - 139,072 - - - - - - - - - - (291,786) (291,786) - $ (152,714) |
Cash Flow Hedges $ (46,969 ) - (46,969) - - - - - - - - - - - - - - 34,980 34,980 - (11,989 ) - - - - - - - - - - 11,989 11,989 - $ - |
|||||||||||||||||||||||||
| ( |
Share In Thousands) 2,324,655 - 2,324,655 - - - 11,638 - - - - 4,085 2,971 - - - - - - (1,675) 2,341,674 - - - 11,708 - - - 4,333 - - - - (22,787) 2,334,928 |
Amount $ 23,246,552 - 23,246,552 - - - 116,381 - - - - 40,849 29,705 - - - - - - (16,750) 23,416,737 - - - 117,084 - - - 43,332 - - - - (227,870) $ 23,349,283 |
Advance Receipts for Common Stock $ 29,705 - 29,705 - - - - - - - - - (29,705 ) - - - - - - - - - - - - - - - - - - - - - $ - |
||||||||||||||||||||||||
| Legal Reserve S $ 8,601,391 - 8,601,391 875,485 - - - - - - - - - - - - - - - - 9,476,876 646,166 - - - - - - - - - - - - $ 10,123,042 |
pecial Reserve U $ 689,913 - 689,913 - (640,244 ) - - - - - - - - - - - - - - - 49,669 - 182,544 - - - - - - - - - - - $ 232,213 |
nappropriated Earnings $ 12,172,082 4,332 12,176,414 (875,485 ) 640,244 (6,307,866 ) (116,381 ) - (543,482 ) - - - - - - - 6,460,808 (1,711) 6,459,097 - 11,432,541 (646,166 ) (182,544 ) (4,613,097 ) (117,084 ) - - - - - 7,222,899 (85,476) 7,137,423 - $ 13,011,073 |
The accompanying notes are an integral part of the consolidated financial statements.
- 28 -
Attachment 4-4
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss recognized (reversal of impairment loss) on trade receivables Net 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 gain of associates accounted for using equity method Loss on disposal of property, plant and equipment Gain on deconsolidation of subsidiaries (Note 30) Net gain (loss) on disposal of available-for-sale financial assets Gain on disposal of associates Impairment loss recognized on financial assets Impairment loss recognized (reversal of impairment loss) on non-financial assets Unrealized net loss (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 Other current assets Notes payable Trade payables Trade payables from related parties Other payables Other payables from related parties Provisions Advance receipts Net defined benefit liabilities - noncurrent Cash generated from operations Interest received Dividend received |
For the Years Ended December 31 |
|
|---|---|---|
| 2015 2014 (Restated) $ 10,006,641 $ 7,747,872 6,746,130 7,108,539 534,128 568,508 (51,276) 108,831 (360,034) (249,729) 578,715 673,634 (1,170,008) (1,357,118) (66,500) (39,824) (124,439) (41,056) 15,465 77,334 - (8,348) 79,052 (422,324) (7,701) (46,549) 124,667 212,956 (52,450) 2,077,506 117,060 (196,979) 286,549 341,704 337,471 262,057 10,841 (135,910) 890,123 (888,927) 6,731 8,485 134,955 940,017 (7,428) 15,898 821,149 (2,530,316) 803,571 493,806 55,647 (68,541) (3,654,138) 1,054,233 (96,721) 385,042 1,159,926 (1,497,329) 6,200 (4,958) (301,940) (140,685) 452,621 1,376,959 (15,407) (118,107) 17,259,600 15,706,681 1,162,036 1,347,747 66,500 39,824 (Continued) |
- 29 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds on sales of available-for-sale financial assets Proceeds of acquisition of debt instruments with no active market 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 Proceeds of disposal of non-current assets classified as held for sale Payments for property, plant and equipment Proceeds of the disposal of property, plant and equipment Increase in refundable deposits Purchase for intangible assets Proceeds of the disposal of intangible assets Decrease in other noncurrent assets Dividend received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Repayment of long-term borrowings Proceed from (refund of) guarantee deposits received Decrease in finance lease payables Dividends paid to owners of the Company Payments for buy-back of ordinary shares 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 |
For the Years Ended December 31 |
|
|---|---|---|
| 2015 2014 (Restated) $ (569,673) $ (668,047) (2,366,201) (2,294,788) 15,552,262 14,131,417 (5,375) (10,205) 202,200 738,493 (619,768) (42,198) 15,432 127,894 - (811,374) - (902,385) - 271,931 129,505 - (5,150,538) (8,645,137) 946,448 634,898 (87,503) (98,283) (247,234) (384,136) 24,750 6,538 138,859 53,384 76,884 40,417 (4,576,340) (9,020,163) - 7,079,518 (5,195,615) - (717,096) (5,760,241) 10,141 (737) (86,054) (58,872) (4,565,318) (6,242,436) (706,679) - - (1,013,168) (540,514) (127,371) (11,801,135) (6,123,307) (156,336) 1,439,189 (Continued) |
- 30 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| For the Years Ended December 31 2015 2014 (Restated) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (981,549) $ 427,136 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 66,483,356 66,056,220 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 65,501,807 $ 66,483,356 The accompanying notes are an integral part of the consolidated financial statements. (Concluded) |
For the Years Ended December 31 |
|
|---|---|---|
- 31 -
Attachment 5
AUDIT COMMITTEE REPORT
To: Shareholders’ Annual General Meeting for Year 2016, Lite-On Technology Corporation
The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2015 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
1
Attachment 6
Lite-On Technology Corporation Implementation of share repurchase plan
| Times ofthe sharerepurchase plan | The 5th times |
|---|---|
| Date of Boardresolution | 2015/7/20 |
| Purpose of the share repurchase: | For the requirement to maintain the Company's credit and shareholders'equity |
| Original scheduled period for the repurchase |
2015/07/21 ~ 2015/09/20 |
| Originally determined number of shares to berepurchased |
Common Stock 100,000,000 shares |
| Actual repurchase period: | 2015/08/11 ~ 2015/09/18 |
| Originally determined repurchase pricerange |
NT$ 25.34 ~ 53.97 per share |
| Type and cumulative number of sharesrepurchased : |
Common Stock 22,787,000 shares |
| Total monetary amount of shares repurchased: |
NT$ 706,678,817 |
| Averagerepurchase price pershare | NT$ 31.01 |
| Reason for non-completion of the share repurchase at expiry of the repurchase period: |
In addition to prohibited repurchase period (7/22~8/10),the results of implementation of Company’s 5th share repurchase plan, which accounted certain percentage of daily trading volume, have achieved the objectives of maintaining Company’s creditability and securing shareholders’ interests. And share repurchase will be executed in separate batches depending on the shareholders' interests, utilized efficiency of working capital and market condition. Therefore, the announced shares repurchase plan has not been fully executed. |
| Number of shares cancelled or transferred: |
Common Stock 22,787,000 shares |
| Ratio of cumulative number of own shares held during the repurchase period to the total number of the Company’sissued shares |
0% |
2
Attachment 7
Lite-On Technology Corporation Statement of Earnings Appropriation Year 2015
Unallocated earnings, beginning of year Add: adjustments on Effect of retrospective application of IFRSs and restatement of financial statements Adjusted unallocated earnings, beginning of year Less: adjustments on equity method investments Less: adjustments on re-measurement on define benefit plans recognized in retained earnings Adjusted unallocated earnings Add: Net profit Less: Special reserve Less: Legal reserve ( 10% ) Distributable earnings
Amount (NT$) 5,870,168,877 3,481,079 5,873,649,956 (21,876,147) (63,599,580)
5,788,174,229 7,222,899,251 (166,388,915) (722,289,925) 12,122,394,640
Distribution: (1) Stock dividends: (NT$ 0.05 /per share) (2) Cash dividends: (NT$ 2.19 /per share) Unallocated earnings, end of year
(116,746,200) (5,113,493,058) 6,892,155,162
Remarks:
-
Under the Integrated Income Tax System (Imputation Tax System), upon calculating the deductible tax in accordance with Article 66-6 of the Income Tax Act, earnings of 1998 and thereafter should be distributed first. When unallocated earnings on which 10% surtax is levied in accordance with Article 66-9 of the Income Tax Act is calculated, earnings of the latest year should be distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of Finance dated April 30, 1998.
-
Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and Financial-Supervisory-Securities No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012 and No. 1010047490 of the Financial Supervisory Commission dated November 21, 2012.
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Attachment 8
Lite-On Technology Corporation
Amendment of “ Regulations Governing Election of Directors”, Contents before and after Amendment in Comparison
| Contents after Amendment | Contents before Amendment | Explanation |
|---|---|---|
| Article IV. During the two years before being elected or during the term of office, an independent director of a public company may not have been or be any of the following: 1. An employee of the company or any of its affiliates. 2. A director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary. 3. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings. 4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs. 5. A director, supervisor, or employee of a corporate |
Article IV. During the two years before being elected or during the term of office, an independent director of a public company may not have been or be any of the following: 1. An employee of the company or any of its affiliates. 2. A director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares. 3. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings. 4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs. 5. A director, supervisor, or employee of a corporate shareholder that directly holds fivepercent or more of the |
Duly amended in accordance with the law “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” |
4
shareholder that directly holds five percent or more of the total number of issued shares of the company or that holds shares ranking in the top five in holdings.
-
A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
-
A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, provided that this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the TWSE or Traded on the GTSM.
If any independent director was once an independent director of the Company or its affiliate under subsection 2 of the previous section or of any specific company or institution that has financial or business dealing with the Company under subsection 6 of the previous section, but has since been dismissed from such position, the provision about the previous two years under the previous section shall not be applicable.
Specific company or institution referred to under subsection 6, section 1 means
total number of issued shares of the company or that holds shares ranking in the top five in holdings.
6.
A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, provided that this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the TWSE or Traded on the GTSM.
If any independent director was once an independent director of the Company or its affiliate under subsection 2 of the previous section or of any specific company or institution that has financial or business dealing with the Company under subsection 6 of the previous section, but has since been dismissed from such position, the provision about the previous two years under the previous section shall not be applicable.
Specific company or institution referred to under subsection 6, section 1 means any company or institution with any of the situations with the
5
any company or institution with any of the situations with the Company:
-
Holds more than 20% but less than 50% of the total outstanding shares of the Company.
-
Any company and its director, supervisor and shareholder holding 10% of total outstanding shares of such company collectively hold more than 30% of the total outstanding shares of the Company, and there is record of past financial or business dealings between such two companies. The shares held by the above-mentioned persons include those held by his/her spouse, minor children and nominee holder.
-
It and its group companies are the source of 30 percent or more of the operating revenue of the public company.
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Any other company or its affiliate from which the company obtains more than 50% of the quantity or total product purchase amount for main product raw materials (meaning more than 30% of total product purchase amount and indispensable key raw materials for production of products) or main products (meaning more than 30% of total turnover).
For the purposes of paragraph 1 and the preceding paragraph, the terms "parent", "subsidiary", and "group" shall have the meanings as determined under International Financial Reporting Standards 10.
Independent directors may not serve as independent directors of more than three publicly listed companies.
Company:
-
Holds more than 20% but less than 50% of the total outstanding shares of the Company.
-
Any company and its director, supervisor and shareholder holding 10% of total outstanding shares of such company collectively hold more than 30% of the total outstanding shares of the Company, and there is record of past financial or business dealings between such two companies. The shares held by the above-mentioned persons include those held by his/her spouse, minor children and nominee holder.
-
Any other company or its affiliate which represent more than 30% of the total turnover of the Company.
-
Any other company or its affiliate from which the company obtains more than 50% of the quantity or total product purchase amount for main product raw materials (meaning more than 30% of total product purchase amount and indispensable key raw materials for production of products) or main products (meaning more than 30% of total turnover).
Affiliates as referred to in the previous section shall be determined in accordance with Financial and Accounting Standards No. 5 and No. 7 publicly announced by the Accounting Research and Development Foundation.
Independent directors may not serve as independent directors of more than three publicly listed companies.
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| 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. The Seventh Amendment was made on June 24,2016. |
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. |
Addition of Amendment date. |
|
|---|---|---|---|
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Attachment 9
Election Result of the Board of Directors of the 10 th Term
| Result of Election |
Shareholde r Account Number |
Name | Number of votes received |
|---|---|---|---|
| Director | 1 | Raymond Soong | 1,365,111,694 |
| Director | 28383 | Lite-On Capital Corporation Representative Warren Chen |
1,337,486,154 |
| Director | 59285 | Ta-Sung Investment Co., Ltd. Representative Keh-Shew Lu |
1,315,922,565 |
| Director | 59285 | Ta-Sung Investment Co., Ltd. Representative Y.T. PAN |
1,283,690,193 |
| Director | 103603 | Yuan Pao Development & Investment Co. Ltd. Representative CH Chen |
1,283,472,880 |
| Director | 103603 | Yuan Pao Development & Investment Co. Ltd. Representative David Lee |
1,279,922,346 |
| Director | 617 | Dorcas Investment Co., Ltd. Representative Joseph Lin |
1,279,318,530 |
| Independent Director |
435271 | Kuo-Feng Wu | 1,245,015,198 |
| Independent Director |
441272 | Harvey Chang | 1,232,577,471 |
| Independent Director |
435270 | Edward Yang | 1,232,463,827 |
| Independent Director |
528391 | Albert Hsueh | 1,228,005,298 |
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Attachment 10
Details of release of directors from non-competition restrictions:
| No | Position | Name | Release of Directors from non-competition restrictions | Release of Directors from non-competition restrictions |
|---|---|---|---|---|
| | Chairman, Lite-on Li Shin Technology (Ganzhou) | |||
| Co., Ltd., Lite-On (Finland) Oy, Lite-On Mobile Oyj, | ||||
| Guangzhou Lite-on Mobile Engineering Plastics Co. | ||||
| Ltd., Guangzhou Lite-on Mobile Electronic | ||||
| Components Co. Ltd., Beijing Lite-On Mobile | ||||
| Electronic and Telecommunications Components | ||||
| Co., Ltd., Shenzhen Lite-On Mobile Perlos Precision | ||||
| Molds Co., Ltd., Lite-On Young Fast (Huizhou) | ||||
| Co., Ltd., Yantai Lite-On Mobile Electronic | ||||
| Component Co., Ltd., Zhuhai Lite-On Mobile | ||||
| Technology Co., Ltd., Lite-On Medical Device | ||||
| (Changzhou) Ltd., Lite-On Technology (Shanghai) | ||||
| Ltd., Lite-On Automotive Electronics Mexico, S.A. | ||||
| DE C.V., Lite-On Semiconductor Corp., | ||||
| DIODES,INC., Lite-On Semi (Wuxi) Co., Ltd., | ||||
| Lite-On Semi Electronics (Wuxi) Co., Ltd., and | ||||
| G-Pro Electronics (SH) Co., Ltd. | ||||
| | Chairman, representative of Lite-On Electronics | |||
| H.K. Ltd., Lite-On Electronics Co., Ltd. (HK), | ||||
| Lite-On Capital Inc., Lite-On Electronics Tianjin | ||||
| Co., Ltd., Lite-On Electronics (DG) Co., Ltd., | ||||
| Lite-On Tech. (Guang-Zhou) Co., Ltd., Dong Guan | ||||
| 1 | Director | Raymond Soong |
G-Tech Computers Co., Ltd., Lite-On Network Communication (Dongguan) Limited, LITE-ON |
|
| TECHNOLOGY (CHANG ZHOU) CO., LTD, Wuxi | ||||
| China Bridge Express Trading Co., Ltd., Lite-On IT | ||||
| Guangzhou Ltd., Lite-On IT Trading (Guangzhou) | ||||
| Ltd., Lite-On IT Opto Tech (BH) Co., Ltd., Silitech | ||||
| Technology Corp., Lite-On Technology (Xianing) | ||||
| Co., Ltd., Lite-On Green Technologies Inc., | ||||
| LITE-ON GREEN TECHNOLOGIES(NANJING) | ||||
| CORPORATION, Lite-On Vietnam Co., Ltd., | ||||
| DIODES, INC. and Co-tech Copper Foil | ||||
| Corporation. | ||||
| | Director, Lite-On Singapore Pte. Ltd., EAGLE | |||
| ROCK INVESTMENT LTD., LI SHIN | ||||
| INTERNATIONAL ENTERPRISE CORP., Huizhou | ||||
| Li Shin Electronic Co., Ltd., Li Shin Technology | ||||
| (Huizhou) Ltd., Huizhou Fu Tai Electronic Ltd., | ||||
| FORDGOOD ELECTRONIC LTD., Lite-On Mobile | ||||
| Pte. Ltd., Actron Technology Corporation, Ta-Rong | ||||
| Investment Co. Ltd., Yuan Pao Development & | ||||
| Investment Co. Ltd., MingShing Investment Co. | ||||
| Ltd., Duen Yuan Investment Co., Ltd., Ta-Sung | ||||
| Investment Co., Ltd., DYNA International Holding | ||||
| Co., Ltd., DYNA International Co., Ltd., Lite-On |
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| Semiconductor(HK)LTD and On-Bright Electronics | ||||
|---|---|---|---|---|
| Incorporated. | ||||
| | Director, representative of Lite-On Technology | |||
| (Europe)B.V., Lite-On Electronics (Europe) Ltd., | ||||
| Lite-On, Inc. (USA), Lite-On Technology USA, Inc., | ||||
| Lite-On Trading USA, Inc., Lite-On Service USA, | ||||
| Inc., Lite-On Electronics Co., Ltd.(Thailand), LTC | ||||
| Group Ltd. (BVI), Lite-On International Holding | ||||
| Co., Ltd.(BVI), Lite-On Overseas Trading Co. Ltd., | ||||
| Titanic Capital Services Ltd., LTC International Ltd., | ||||
| Lite-On China Holding Co. Ltd.(BVI), I-Solutions | ||||
| Ltd., Lite-On Communications (GZ) Co., Ltd., | ||||
| Lite-on Electronics and Wireless (Guangzhou) Ltd., | ||||
| Silitek Elec. (DG) Co., Ltd., Lite-On Elec. | ||||
| (GuangZhou) Co., Ltd., LITE-ON TECHNOLOGY | ||||
| (JIANGSU) CO.,LTD, LITE-ON OPTO | ||||
| TECHNOLOGY (CHANGZHOU) CO LTD, Yet | ||||
| Foundate Ltd., Lite-On Computer Tech (DG), Dong | ||||
| Guan G-pro Computer Co., Ltd., China Bridge | ||||
| (China) Co., Ltd., Lite-On Integrated Service Inc., | ||||
| Lite-on (Guangzhou) Infotech Inc., Lite-On (Guang | ||||
| Zhou) Precision Tooling Co., Ltd., Lite-On Digital | ||||
| Electronics (DG) Co., Ltd., Lite-on Technology (GZ) | ||||
| Investment Company Limited, Lite-on Power | ||||
| Technology (Dong Guan) Co., Ltd., Dong Guan | ||||
| Lite-on Computer Co., Ltd., Lite-On IT International | ||||
| (HK) Limited, Lite-On Sales & Distribution Inc., | ||||
| Silitech (BVI) Holding Ltd., Silitech (Bermuda) | ||||
| Holding Ltd., Silitech Technology Corp. Ltd., | ||||
| Silitech Technology Corp. Sdn. Bhd., Silitech (Hong | ||||
| Kong) Holding Ltd., Silitech Technology (Su Zhou) | ||||
| Ltd., Xurong Electroinc (Shenzhen) Co., Ltd., | ||||
| Silitech International (India) Private Ltd. , Lite-On | ||||
| Automotive International(Cayman)Co., Ltd., Lite-On | ||||
| Automotive Electronics (Guang Zhou) Co., Ltd., | ||||
| Lite-On Automotive Electronics(Europe) BV, | ||||
| Lite-On Automotive (Wuxi) Co., Ltd., Lite-On | ||||
| Automotive Holdings (Hong Kong) Ltd., Lite-On | ||||
| Automotive North America Inc., Lite-on Technology | ||||
| (YingTan) LTD., Leotek Electronics USA LLC, | ||||
| Leotek Electronics Holding Limited, CHANGZHOU | ||||
| LEOTEK NEW ENERGY TRADE LIMITED | ||||
| CORPORATION, Lite-On Green Technology B.V. , | ||||
| Lite-On Green Technologies (HK) Limited, Lite-On | ||||
| Green Energy (HK) Limited, Lite-On Green Energy | ||||
| (Singapore), Lite-On Green Energy B.V., Lite-On | ||||
| Green Energy S.R.L., Lite-On Automotive Service | ||||
| USA, Inc., and Lite-On Technology Service, Inc. | ||||
| | Chairman, Lite-On Young Fast Pte. Ltd. | |||
| | Chairman, representative of Lite-On Integrated | |||
| 2 | Director | Warren Chen | Service Inc. and Lite-on (Guangzhou) Infotech Inc. | |
| | Vice Chairman, Lite-On Mobile Oyj, Lite-On | |||
| Automotive Electronics Mexico, S.A. DE C.V. |
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Director, Lite-On Singapore Pte. Ltd., Silitech International (India) Private Ltd., EAGLE ROCK INVESTMENT LTD., LI SHIN INTERNATIONAL ENTERPRISE CORP., HUIZHOU LI SHIN ELECTRONIC LIMITED, HUIZHOU FU TAI ELECTRONIC LIMITED, LI SHIN TECHNOLOGY (HUIZHOU) LIMITED, Lite-on Li Shin Technology (Ganzhou) Co., Ltd., FORDGOOD ELECTRONIC LTD., Lite-On Japan Ltd., Lite-On (Finland) Oy, Lite-On Mobile Pte. Ltd., Guangzhou Lite-on Mobile Engineering Plastics Co. Ltd., Guangzhou Lite-on Mobile Electronic Components Co. Ltd., Beijing Lite-On Mobile Electronic and Telecommunications Components Co., Ltd., Shenzhen Lite-On Mobile Perlos Precision Molds Co., Ltd., Lite-On Young Fast (Huizhou) Co., Ltd., Yantai Lite-On Mobile Electronic Component Co., Ltd., Zhuhai Lite-On Mobile Technology Co., Ltd., Lite-On Medical Device (Changzhou) Ltd., Lite-On Technology (Shanghai) Ltd. Director, representative of Lite-On Semiconductor Corp., Lite-On Technology (Europe)B.V., Lite-On Electronics (Europe) Ltd., Lite-On Electronics H.K. Ltd., Lite-On Electronics Co., Ltd. (HK), Lite-On, Inc. (USA) ,Lite-On Technology USA, Inc., Lite-On Trading USA, Inc., Lite-On Service USA, Inc., Lite-On Electronics Co., Ltd. (Thailand), Lite-On Capital Inc., LTC Group Ltd. (BVI), Lite-On International Holding Co., Ltd. (BVI), Lite-On Overseas Trading Co., Ltd., Titanic Capital Services Ltd., LTC International Ltd., Lite-On China Holding Co., Ltd. (BVI) 、 I-Solutions Ltd., Lite-On Electronics Tianjin Co., Ltd. Lite-On Electronics (DG) Co., Ltd., Lite-On Tech. (Guang-Zhou) Co., Ltd., Dong Guan G-Tech Computers Co., Ltd., Lite-On Network Communication (Dongguan) Limited, Lite-On Communications (GZ) Co., Ltd., Lite-on Electronics and Wireless (Guangzhou) Ltd., Silitek Elec. (DG) Co., Ltd., Lite-On Elec. (GuangZhou) Co., Ltd., LITE-ON TECHNOLOGY (JIANGSU) CO.,LTD, Lite-On Technology (ChangZhou) CO LTD., , LITE-ON OPTO TECHNOLOGY (CHANGZHOU) CO LTD, Yet Foundate Ltd., Lite-On Computer Tech (DG), Dong Guan G-pro Computer Co., Ltd., China Bridge (China) Co., Ltd., WUXI CHINA BRIDGE EXPRESS TRADING CO LTD., Lite-On (Guang Zhou) Precision Tooling Ltd., Lite-On Digital Electronics (DG) Co., Ltd., Lite-on Technology (GZ) Investment Company Limited, Lite-on Power Technology (Dong Guan) Co., Ltd., Dong Guan Lite-on Computer Co., Ltd., Lite-On IT International(HK)Limited, Lite-On Information Technology B.V, Lite-On Information Technology
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| GmbH, Lite-On IT Guangzhou Ltd., Lite-On IT | ||||
|---|---|---|---|---|
| Trading (Guangzhou) Ltd., Lite-On IT Opto Tech | ||||
| (BH) Co., Ltd., Philip & Lite-On Digital Solutions | ||||
| Corp., Silitech Technology Corp., Silitech (BVI) | ||||
| Holding Ltd., Silitech (Bermuda) Holding Ltd., | ||||
| Silitech Technology Corp. Ltd., Silitech Technology | ||||
| Corp. Sdn. Bhd., Silitech (Hong Kong) Holding Ltd., | ||||
| Silitech Technology (Su Zhou) Ltd., Xurong | ||||
| Electroinc (Shenzhen) Co., Ltd., Lite-On Automotive | ||||
| International(Cayman)Co., Ltd., Lite-On Automotive | ||||
| Electronics (Guang Zhou) Co., Ltd., Lite-On | ||||
| Automotive Electronics(Europe) BV, Lite-On | ||||
| Automotive (Wuxi) Co., Ltd. Lite-On Automotive | ||||
| Holdings (Hong Kong) Ltd., Lite-on Technology | ||||
| (YingTan) LTD., Lite-on Technology (Xianning) | ||||
| Co.,Ltd., Leotek Electronics USA LLC , | ||||
| CHANGZHOU LEOTEK NEW ENERGY TRADE | ||||
| LIMITED CORPORATION, Logah Technology | ||||
| Corp., Lite-On Green Technologies Inc., Lite-On | ||||
| Green Technology B.V., Lite-On Green Technologies | ||||
| (HK) Limited, Lite-On Green Energy (HK) Limited, | ||||
| Lite-On Green Energy (Singapore) Pte.Ltd., Lite-On | ||||
| Green Energy B.V., LITE-ON GREEN | ||||
| TECHNOLOGIES(NANJING) CORPORATION, | ||||
| Lite-On Green Energt S.R.L, Lite-On Automotive | ||||
| Service USA, Inc. and Lite-On Vietnam Co., Ltd. | ||||
| | GCEO of Lite-On group. | |||
| | Chairman of LedEngin Corporation. | |||
| 3 | Director | Keh-Shew Lu |
|
Director of Lorenz Co., Ltd. Director, representative of Nuvoton Technology Corp. |
| | President and CEO of Diodes Incorporated Co., Ltd. | |||
| | Chairman, representative of Dyna Investment Co., | |||
| Ltd. | ||||
| | Chairman, representative of Lite-On Inc. | |||
| 4 | Director | Y.T. PAN | | Chairman, Fortune Consultant Ltd. Independent |
| Director, Chime Ball Technology Co., Ltd. | ||||
| | Independent Director, Taiwan Union Technology | |||
| Corp. | ||||
| | Chairman, representative of Lite-On Semiconductor | |||
| (Philippines) and Dunhong Technology Corporation. | ||||
| | Vice Chairman, DIODES, INC. and Lite-On | |||
| Semiconductor Corp. | ||||
| | Director, Smart Power Holding Group Co. Ltd., | |||
| G-Pro Electronics (SH) Corp., Ltd., DYNA | ||||
| 5 | Director | CH Chen | International Holding Co., Ltd., DYNA International | |
| Co., Ltd., Lite-On semi (Wuxi) Ltd., Lite-On | ||||
| semiconductor (Wuxi) Ltd, Lite-On semiconductor | ||||
| (HK) Ltd, On-Bright Electronics (Hong Kong) Co., | ||||
| Ltd., CO-TECH DEVELOPMENT CORP. and | ||||
| Essence Optics Technology Inc. | ||||
| | Director, representative of Honghua Venture Capital |
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| Ltd., DIODES, Inc., Kwong Lung Enterprise Co, | ||||
|---|---|---|---|---|
| Ltd. and Dunhong Technology Co. Ltd. | ||||
| | Chairman, representative of On-Bright Electronics | |||
| Incorporated Co., Ltd., Taiwan On-Bright | ||||
| Electronics., Ltd., SyncMOS Technologies | ||||
| International, Inc. | ||||
| | Chairman, On-Bright Electronics (SH) and | |||
| On-Bright Electronics (Guangzhou) | ||||
| | Director, DYNA International Holding Co., Ltd., | |||
| DYNA International Co. Ltd., Dyna Image | ||||
| 6 | Director | David Lee | Corporation Philippines , Smart Power Holding | |
| Group Co. Ltd., Lite-On Semiconductor (HK) Ltd., | ||||
| On-Bright Electronics (Hong Kong), On-Brilliant | ||||
| Electronics (Hong Kong) Co., Limited , Lite-On | ||||
| semi (Wuxi) Ltd., G-Pro Electronics (SH) Corp., Ltd. | ||||
| and Lite-On semiconductor (Wuxi) Ltd. | ||||
| | Director, representative of Actron Technology | |||
| Corporation | ||||
| | CEO, Lite-On Semiconductor Corp. | |||
| 7 | Director | Joseph Lin | | Director of Essence Technology Solution Inc |
| | Independent Director, Wistron Corporation | |||
| 8 | Independent Director |
Kuo-Feng Wu |
| Director, KPMG & Finance and Economics Research and Education Foundation |
| | Independent Supervisor, Advantech Co., Ltd. | |||
| 9 | Independent Director |
Harvey Chang |
|
Chairman, TVBS Chairman, Via On Demand Chairman, IC Broadcasting Co., Ltd. |
| | Partner, iD Ventures America, LLC | |||
| 10 | Independent Director |
Edward Yang | |
Director, Sifotonics Technologies Director, GTV Fund Director, Applied BioCode |
| | Director, Bandwidth 10 | |||
| | Independent Director, Walsin Lihwa Corp. | |||
| 11 | Independent Director |
Albert Hsueh | |
Independent Director (Candidate), Yuanta Financial Holding Co., Ltd. Independent Director (Candidate), TTY |
| Biopharmaceutial Manufacturers Association |
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