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LTC — AGM Information 2017
Jul 4, 2017
51997_rns_2017-07-04_c97180ff-1271-456b-a8b2-ad89842be72f.pdf
AGM Information
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2301
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Lite-On Technology Corporation
Annual General Meeting of Shareholders for 2017
Meeting Agenda
Date: June 22, 2017 at 9:00 a.m. Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)
Lite-On Technology Corporation
Meeting Procedure for the Annual General Meeting of Shareholders for 2017
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I. Chairperson Calls Meeting to Order
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II. Opening Remarks by the Chairperson
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III. Reports on Company Affairs
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IV. Proposals and Discussions
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V. Provisional Motions
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VI. Adjournment
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Lite-On Technology Corporation
Agenda of the Annual General Meeting of Shareholders for 2017
I. Chairperson Calls the Meeting to Order (and reports equity shares in attendance)
II. Opening Remarks by the Chairperson
III. Reports on Company Affairs
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i. 2016 Business Report
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ii. Audit Committee’s Review Report on 2016 Financial Statements
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iii. Employees and Directors compensation for 2016
IV. Proposals, Election and Discussions
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i. Adoption of 2016 Financial Statements
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ii. Adoption of the Proposal for Appropriation of 2016 Earnings
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iii. Amendment to “Articles of Incorporation”
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iv. Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”
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v. Amendment to “Procedures for the Acquisition and Disposal of Assets”
V. Provisional Motions
VI. Adjournment
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III. Reports on Company Affairs
i. 2016 Business Report
Explanation: Please refer to attachment 1 - 2016 Business Report of the Company.
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ii. Audit Committee’s Review Report on the 2016 Financial Statements Explanation:
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2016 Financial Statements of the Company have been duly audited by Certified Public Accountant Ke, Jason and Certified Public Accountant Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan. The aforementioned financial statements, business report, and proposals for Earnings appropriation have been duly reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.
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For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to Attachment 2 & Attachment 3.
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For the Review Report provided by the Audit Committee, please refer to Attachment 4.
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iii. Employees and Directors compensation for 2016
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Explanation:
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The Company allocated the profit of 2016 to employees and directors as compensation and were discussed and resolved in the Board of Directors meeting convened on February 24, 2017, all paid in cash.
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The Company’s Board of Directors resolved 2016 compensation distributed to employees at the amount of NT$1,332,413,716 and to directors at the amount of NT$80,038,986.
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IV. Proposals and Discussions
Proposed by the Board of Directors
i. Proposal: Adoption of 2016 Financial Statements.
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Explanation:
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2016 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 February 24, 2017.
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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 2016, please refer to Attachment 1.
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For the financial statements for Year 2016, please refer to Attachments 2 & 3.
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Please proceed to adopt.
Resolution:
Proposed by the Board of Directors
ii. Proposal: Adoption of the Proposal for Appropriation of 2016 Earnings
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Explanation:
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The proposal for Lite-on Technology’s (the Company) 2016 appropriation of earnings was already resolved in the Board of Directors meeting convened on February 24, 2017.
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In Fiscal Year 2016, the Company made a net profit of NT$9,416,351,348. By adding unallocated retained earnings of the previous year of NT$6,892,155,162, deducting adjustments on the equity method investments of NT$14,722,301, deducting adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$41,578,020, setting aside special reserve of NT$940,275,733 and 10% of net profit as legal reserve of NT$941,635,135, total distributable earnings for the year amounted to NT$14,370,295,321.
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The profit to be distributed among shareholders shall be NT$6,864,531,733 in cash dividends (NT$2.92 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 5.
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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 dividend yield, it is proposed that the Board of Directors are authorized to duly adjust 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.
Resolution
Proposed by the Board of Directors
iii. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.
Explanation:
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In order to enhance our company’s corporate governance disclosure and protect our shareholders’ interests, including maintaining our company’s long-term financial planning, we are making our company dividend policy more specific and clear, an amendment to “The Articles of Incorporation” is proposed.
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Please refer to Attachment 6 for a comparison of the contents before and after amendment.
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Please refer to Appendix 2 for the full contents before amendment.
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Please discuss and resolve.
Resolution:
Proposed by the Board of Directors
iv. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, please discuss and resolve. Explanation:
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1.In order to comply with regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” is proposed.
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2.Please refer to Attachment 7 for a comparison of the contents before and after amendment.
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3.Please discuss and resolve.
Resolution:
Proposed by the Board of Directors
v. Proposal: Amendment to “Procedures for the Acquisition and Disposal of Assets”, please discuss and resolve .
Explanation:
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In order to comply with No.1060001296 of the Financial Supervisory Commission dated February 9, 2017 and to satisfy the Company’s needs, an amendment to “Procedures for the Acquisition and Disposal of Assets” 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 discuss and resolve.
Resolution:
V. Provisional Motions
VI. Adjournment
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Attachment 1
Lite-On Technology Corporation Business Report
Dear Shareholders,
Despite many challenges and changes in global economic environment and technology industries in 2016, Lite-On marched ahead like a ship sailing against the wind. With the dedication of all colleagues and optimized steadying operations after the Group's nine in one integration, we not only overcame the challenges, but also showed a positive growth and gained wide recognition from international investors. In 2016, Lite-On focused on Internet of Things (IoT) applications in cloud computing, LED lighting, automotive electronics, biomedical technology, and industrial automation as our five key areas of transforming. The global consolidated revenue amounted to NT$229.57 billion, which represented a yearly growth of 6%. Our net profit after taxes was NT$9.416 billion for the year, which was a record high after the four-in-one integration in 2002. Our annual earnings per share (EPS) reached NT$4.05; a yearly growth of 30%, which was also a record high in the last six years.
Business Performance
Since the integration of group resources and organizations in 2014, Lite-On continued to focus on profitability, sound governance, and improving shareholders' returns as our main operation strategies, and actively worked towards business transformation so that a new light can shine on our 2016 business performance. In the Opto-electronics business, market share of invisible LED application and LED component continued to increase, LED vehicle lighting and street light also experience market expansion, coupled with growth of high-end camera module. In the Information technology business, cloud-computing products showed outstanding growth in revenue, supported by shipments increase of high-end servers and networking power management systems. Meanwhile, the growth was also driven by ongoing market share gains in keyboards, mousse and peripherals and delivery growth in laser models of Multi-Function Peripherals. In the storage business, also benefited greatly from increasing demand from cloud computing and storage related applications.
Lite-On focuses on IoT applications in cloud computing, LED lighting, automotive electronics, biomedical technology, and industrial automation as our five key areas of transformation. Among which, cloud computing, high-end camera modules, and LED/outdoor lighting have entered a mature phase; their combined share of Lite-On's annual total revenue was over 30%. In 2016, Lite-On's LED optoelectronic semiconductor applications were successfully adopted in IoT-relevant solutions, such as vehicle lighting, smart production, wearable devices, smart homes, and smart healthcare. Leotek Lighting Department successfully won the tender for LED street lights in Jordan, which opened market opportunities for energy-saving LED street lights in the Middle East. Skyla® HB1, the fully-automated clinical chemistry analyzer developed by the Medical and Biotech Department received CFDA certification in China. The Department also launched a new product, the skyla® Hi, a POC immunoassay analyzer, which only requires a minimal amount of blood from a fingertip for rapid testing of HbA1c in diabetes patients. In addition, the Department also established the first overseas biotech R&D center in Singapore as a means to develop highly competitive point-of-care products. In order to support client operations, Lite-On and the Export Processing Zone Administration, MOEA
jointly launched the first land turnover renewal project in the Nantze Export Processing Zone, in preparation for the expansion of the Automotive Electronics Department and new business development.
Corporate Social Responsibility
Nationally, Lite-On has received CommonWealth Magazine's CSR Award for ten consecutive years, the Taiwan Corporate Sustainability Award six times, and Global Views Monthly's Excellence in Corporate Social Responsibility Award eight times. Internationally, Lite-On has been listed as a constituent stock on the Dow Jones Sustainability Index (DJSI) for six years in a row and a place on the Morgan Stanley (MSCI) Sustainability Report for two years in a row. After being featured on the A List in the Climate Disclosure Leadership Index (CDLI) from 2014 to 2015, Lite-On has been benchmarked as “Leadership Level” in the Information Technology sector and the Technology Hardware & Equipment industry by Carbon Disclosure Project (CDP) in 2016. Lite-On also received first place in Taiwan and third place in Asia in the Channel NewsAsia Sustainability Rankings. Through transparent information disclosure, Lite-On was listed in the top 5% of the Corporate Governance Evaluation System of Taiwan Stock Exchange in 2016.
Future Outlook
Lite-On aims to become a centenarian corporation, and the key for long-lasting operation is profitability and values generated by the Corporation. The IT industry is in a transformational new era. The traditional contract manufacturing mode with mass producing a few models is diminishing. The industry and product life cycles have been drastically reduced. Nowadays, IT and traditional industries alike are starting to transform by following the IoT trend; these factors are forcing the electronics industry towards transformation and upgrade.
LIte-On is no exception. The aim for Lite-On's transformation is to increase profitability; this signifies not only changes in the business model or product portfolio, but also an ability to continually generate optimized profitability to ensure Lite-On's sustainability. The adjustments made in the Company's corporate governance were not easy; however, Lite-On's outstanding business results in 2016 have shown us that transformation was the right choice and it is also a reachable goal. Lite-On will stay with this strategy and development direction and continue to integrate the Group's resources to develop a prospective new business and to set the foundation for becoming a centenarian corporation.
In Lite-On's history, we have faced many challenges and difficulties. However, from the process of overcoming these obstacles, we grew stronger and achieved outstanding results. Looking ahead, the global political and economic environment is still filled with
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uncertainty. Through the "One Lite-On" program, Lite-On has successfully simplified its organization and structure, improved its finances and reduced operational costs, as well as increased its resource utilization, so that the Company may continue to expand its automated production capabilities, optimize its production capacity and efficiency, and streamline processes for better productivity and performance. Now, we are prepared to face new challenges with improved corporate governance and a cautious but optimistic attitude. In different fields all over the world, innovation of all forms are breaking out like wild fire in order to create a whole new type of smart living for the future. Lite-On is blessed to be a part of this industry revolution. We are currently working on establishing the differentiation between our core businesses and new businesses on a global level through innovative thinking and solid implementation. The aim is to become the top choice as a business partner in providing innovative designs, hardware manufacturing, and all types of application to our clients from all over the world in areas such as lighting, electricity, energy conservation, and smart technologies. We sincerely hope that each and every colleague, client, supplier, and business partner of Lite-On will continue to give us their full support and recognition to work toward a wonderful start in 2017 as well as a successful transformation, and to become part of the team that established Lite-On as a "centenarian corporation".
Chairperson:
Manager:
Chief Accountant:
Attachment 2
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Stockholders Lite-On Technology Corporation
Opinion
We have audited the accompanying financial statements of Lite-On Technology Corporation (the Company), which comprise the balance sheets as of December 31, 2016 and 2015, and the statement of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and 2015, 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.
Basis for Opinion
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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
For the year ended December 31, 2016, the key audit matters to the Company’s financial statements were as follows:
Allowance for impairment loss for trade receivables
The recoverable amount from allowance for impairment loss is determined by management’s evaluation of the credit risk of overdue receivables, and it is affected by management’s assumption of a client’s credit quality. In our audit, we focused on clients with significant trade receivable balances and those with overdue balances, and we evaluated the reasonableness of management’s estimation on the allowance for impairment loss.
For a summary of significant accounting policies on impairment loss for trade receivables, refer to Note 4 to the Company’s financial statements. Refer to Note 9 to the Company’s financial statements for the carrying amount of trade receivables. Our audit procedures for the aforementioned key audit matter are described as follows:
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We assessed both the trade receivables aging report classified by client credit rating and the reasonableness of the percent of impairment loss allowance; this assessment included the implementation of the computer audit sampling procedures to test the correctness of the trade receivable aging report. We compared the aging reports of current and prior accounting periods and examined both periods’ bad debt write-offs. We confirmed the recoverability of outstanding trade receivables by testing the after period end collection of receivables.
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We reviewed approval of client credit terms and examined reversals in the trade receivables subledger in order to assess the effectiveness of internal controls relevant to trade receivables.
Allowance for Inventory Valuation Loss
The value of the inventory is affected by the volatility of the market demand and the ever-changing technology which could make inventory outdated and obsolete. The allocation of inventory cost elements and estimations of the net realizable value of inventory require management’s subjective judgment. In our audit, we focused on if the value of inventory was evaluated according to IAS 2, which is based on the lower of cost or net realizable value method. We also assessed the reasonableness of management’s estimation of the allowance for inventory valuation loss.
For summary of the significant accounting policies on inventory valuation, refer to Note 4 to the Company’s financial statements. Refer to Note 10 to the Company’s financial statements for the carrying amount of inventory. Our audit procedures for the aforementioned key audit matter are described as follows:
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We assessed both the inventory aging report classified by product types and the reasonableness of the percent of allowance for inventory valuation loss; this assessment included the implementation of the computer audit sampling procedures to test the correctness of the inventory aging report. We compared the amount of allowances in prior years to actual amount of write-downs in order to evaluate the appropriateness of the policy implemented relevant to the allowance for inventory valuation loss.
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We obtained information of the year-end allowance for inventory valuation loss and inventory aging reports, and we compared the current and prior years’ allowances and analyzed any differences. We drew samples from the year-end inventory and compared the most recent price of goods sold to the carrying amount to ensure the inventory had been valued by the lower of cost or net realizable value method.
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We obtained year-end inventory quantities from the inventory accounts book and compared it with data from the physical inventory count to test the existence and completeness of management’s assumption. Through the physical inventory count, we evaluated the conditions of the inventory and, in turn, the appropriateness of the allowance estimated by management.
Impairment Loss for Property, Plant and Equipment and Intangible Assets (Including Goodwill), and Investments Accounted For Using Equity Method
Management should assess, on the financial statements date, any indication of impairment to property, plant and equipment, to intangible assets, and to investments accounted for using the equity method. If there is any indication of impairment, management should estimate the recoverable amount of these assets. If it is impossible to do so, management should estimate the recoverable amount of the cash generating units to which
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these assets belong. Due to the complexity of this impairment estimation, in our audit, we focused on if the estimation was made in accordance to IAS 36 to ensure all assets’ carrying amounts did not exceed their recoverable amount.
For a summary of the significant accounting policies on impairment loss, refer to Note 4 to the Company’s financial statements. Refer to Notes 12, 13 and 14 to the Company’s financial statements for disclosures of property, plant and equipment, intangible assets, and investments accounted for using the equity method. Our audit procedures for the aforementioned key audit matter are described as follows:
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Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control policy’s design and implementation.
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We obtained the asset impairment valuation table of each cash generating unit from management. We consulted with our firm experts on the reasonableness of management’s impairment assessments and assumptions, including their cash generating unit classification, cash flow prediction, discount rate, etc.
Litigation Provisions and Contingent Liabilities
In Note 27 to the Company’s financial statements, management has disclosed the progress of major ongoing litigations, investigations, and other government related matters. The timing of the recognition and quantification of the associated liabilities require the application of management’s significant judgment on existing facts and circumstances, which can be subject to change. Therefore, we focused on if provisions and contingent liabilities were recognized according to IAS 37 and ensured sufficient disclosures and explanations of these contingencies on the Company’s Notes to the financial statements. Our audit procedures for the aforementioned key audit matter are described as the follows:
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We understood and assessed the effectiveness of the controls designed and executed by management to recognize and assess risks.
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We evaluated assumptions made by management in assessing the appropriate level of provisions for litigations. We compared these assumptions with that of available industry-specific and historical information, including reviewing the Company’s internal documents relevant to provisions.
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We corresponded by mail with the Company’s external lawyers to obtain the latest information on ongoing litigations and other legal matters, and tested the reasonableness of management assumptions.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including its audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2016 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Jr-Shian Ke and Ching- Fu Chang.
Deloitte & Touche Taipei, Taiwan Republic of China
February 24, 2017
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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Attachment 2-1
LITE-ON TECHNOLOGY CORPORATION
BALANCE SHEETS DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Debt instruments with no active market - current (Note 8) Notes receivable, net (Note 9) Trade receivables, net (Note 9) Trade receivables from related parties (Note 25) Other receivables Other receivables from related parties (Note 25) Inventories, net (Note 10) Prepayments Total current assets NON-CURRENT ASSETS Available-for-sale financial assets (Note 11) Debt instruments with no active market - non-current (Note 8) Investments accounted for using equity method (Note 12) Property, plant and equipment, net (Note 13) Intangible assets, net (Note 14) Deferred tax assets (Note 21) Refundable deposits Prepayments for investments Other non-current assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Notes payable Trade payables Trade payables to related parties (Note 25) Other payables Other payables to related parties (Note 25) Current tax liabilities (Note 21) Provisions - current (Note 16) Advance receipts Current portion of long-term borrowings (Note 15) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings, net of current portion (Note 15) Deferred tax liabilities (Note 21) Net defined benefit liabilities - non-current (Note 17) Guarantee deposits Credit balance of investments accounted for using equity method (Note 12) Total noncurrent liabilities Total liabilities EQUITY Share capital Ordinary shares 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 Change in capital surplus from investments in associates and joint ventures accounted for using equity method Merger Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Total other equity Treasury shares Total equity TOTAL |
2016 Amount % $ 7,809,197 5 113,953 - 6,534 - 1,244 - 27,660,329 18 14,671,974 10 315,080 - 389,847 - 8,997,686 6 543,135 - 60,508,979 39 314,251 - 303,823 - 80,160,419 52 6,425,996 4 6,177,890 4 1,982,632 1 117,843 - 4,457 - 6,399 - 95,493,710 61 $ 156,002,689 100 $ 10,126,680 6 2 - 8,007,701 5 32,387,980 21 10,465,709 7 199,880 - 1,785,826 1 857,176 1 1,295,315 1 4,800,000 3 69,926,269 45 7,200,000 4 2,757,688 2 101,521 - 19,661 - 66,015 - 10,144,885 6 80,071,154 51 23,508,670 15 9,372,488 6 7,462,138 5 328,800 - 45,612 - 273,487 - 10,015,194 7 27,497,719 18 10,845,332 7 398,602 - 16,252,206 11 27,496,140 18 (1,195,684 ) (1 ) (126,588) - (1,322,272) (1) (1,248,722) (1) 75,931,535 49 $ 156,002,689 100 |
2015 | ||
|---|---|---|---|---|
| Amount % $ 4,190,926 3 45,845 - 5,781 - 180 - 21,641,543 15 11,028,957 7 790,721 1 541,785 - 10,458,264 7 807,852 1 49,511,854 34 321,274 - 4,527 - 80,806,177 55 6,879,323 5 6,742,250 5 2,106,142 1 160,322 - 155,677 - 6,444 - 97,182,136 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 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 |
The accompanying notes are an integral part of the financial statements.
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Attachment 2-2
LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 19 and 25) Less: Sales returns Sales allowance Total operating revenue OPERATING COSTS Cost of goods sold (Notes 10, 20 and 25) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES GROSS PROFIT, NET OPERATING EXPENSES (Notes 20 and 25) 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 Interest income Dividend income Other income (Note 25) Gain on disposal of property, plant and equipment (Note 25) Gain on disposal of investments Net loss on foreign currency exchange Gain on financial assets with fair value through profit or loss Finance costs Other expenses |
2016 Amount % $ 153,349,016 103 913,932 1 3,708,892 2 148,726,192 100 133,223,045 90 15,503,147 10 48,478 - - - 15,454,669 10 2,580,664 2 4,416,912 3 3,472,085 2 10,469,661 7 4,985,008 3 4,955,874 3 35,319 - 5,960 - 1,839,685 1 31,003 - 4,318 - (28,322) - 90,209 - (308,094) - (231,216) - |
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) (Continued) |
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LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Loss on disposal of property, plant and equipment Impairment loss (Notes 11, 13 and 14) Total nonoperating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 17, 18 and 21) 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 loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2016 Amount % $ (53,976) - (341,670) - 5,999,090 4 10,984,098 7 (1,567,747) (1) 9,416,351 6 (50,094) - (14,722) - 8,516 - (56,300) - (5,056,073) (3) 50,209 - - - (354,459) - 842,863 - (4,517,460) (3) (4,573,760) (3) $ 4,842,591 3 |
2015 | ||
|---|---|---|---|---|
| Amount % $ (517) - (54,801) - 5,402,120 4 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 |
(Continued)
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LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 22) Basic Diluted |
2016 Amount % $4.05 $4.00 |
2015 |
|---|---|---|
| Amount % $3.10 $3.05 |
The accompanying notes are an integral part of the financial statements. (Concluded)
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LITE-ON TECHNOLOGY CORPORATION Attachment 2-3 STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2015 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 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 Appropriation of the 2015 earnings Legal reserve Reversal of Special reserve Cash dividends - 21.9% 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, 2016 Other comprehensive loss for the year ended December 31, 2016, net of income tax Total comprehensive income for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016 |
Issue of Share (Notes 18 an |
Capital d 20) Amount $ 23,416,737 - - - 117,084 - - 43,332 - - - - (227,870) 23,349,283 - - - 116,746 - - 42,641 - - - - $ 23,508,670 |
Capital Surplus(Note 18) | Total $ 27,594,927 - - - - 12,276 47,301 102,960 47,779 - - - (478,809) 27,326,434 - - - - 2,376 (5,260 ) 120,885 53,284 - - - $ 27,497,719 |
Retained Earnings (Notes 18 and 21) | Total $ 20,959,086 - - (4,613,097 ) (117,084 ) - - - - 7,222,899 (85,476) 7,137,423 - 23,366,328 - - (5,113,493 ) (116,746 ) - - - - 9,416,351 (56,300) 9,360,051 $ 27,496,140 |
Other Equity (Note 18) | Other Equity (Note 18) | Total Treasury Shares (Note 18) $ 4,252,180 $ (1,248,722 ) - - - - - - - - - - - - - - - - - - (1,056,992) - (1,056,992) - - - 3,195,188 (1,248,722 ) - - - - - - - - - - - - - - - - - - (4,517,460) - (4,517,460) - $ (1,322,272) $ (1,248,722) |
Total Equity $ 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 - - (5,113,493 ) - 2,376 (5,260 ) 163,526 53,284 9,416,351 (4,573,760) 4,842,591 $ 75,931,535 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| P |
Additional aid-in Capital from Share Excess of Par Value $ 9,238,931 - - - - - - 102,960 - - - - (90,288) 9,251,603 - - - - - - 120,885 - - - - $ 9,372,488 |
Difference Between Consideration and Carry Amounts Adjusted Arising from Share of Arising from Change in Changes in Capital Surplus Percentage of of Associates Bond Conversion Treasury Stock Transactions Ownership in Subsidiaries and Joint Ventures $ 7,534,962 $ 445,694 $ 30,960 $ 231,446 - - - - - - - - - - - - - - - - - - 12,276 - - - - 47,301 - - - - - 47,779 - - - - - - - - - - - - - - (72,824) (217,957) - - 7,462,138 275,516 43,236 278,747 - - - - - - - - - - - - - - - - - - 2,376 - - - - (5,260 - - - - - 53,284 - - - - - - - - - - - - - - $ 7,462,138 $ 328,800 $ 45,612 $ 273,487 |
Merger $ 10,112,934 - - - - - - - - - - - (97,740) 10,015,194 - - - - - - - - - - - $ 10,015,194 |
|||||||||||||
| Exchange Differences on Translating Foreign Operations $ 4,125,097 - - - - - - - - - (777,195) (777,195) - 3,347,902 - - - - - - - - - (4,543,586) (4,543,586) $ (1,195,684) |
Unrealized Gain (Loss) on Available-for- sale Financial Assets $ 139,072 - - - - - - - - - (291,786) (291,786) - (152,714 ) - - - - - - - - - 26,126 26,126 $ (126,588) |
Cash Flow Hedges $ (11,989 ) - - - - - - - - - 11,989 11,989 - - - - - - - - - - - - - $ - |
||||||||||||||
| Shares (In Thousands) 2,341,674 - - - 11,708 - - 4,333 - - - - (22,787) 2,334,928 - - - 11,675 - - 4,264 - - - - 2,350,867 |
Legal Reserve Special Reserve Unappropriated Earnings $ 9,476,876 $ 49,669 $ 11,432,541 646,166 - (646,166 ) - 182,544 (182,544 ) - - (4,613,097 ) - - (117,084 ) - - - - - - - - - - - - - - 7,222,899 - - (85,476) - - 7,137,423 - - - 10,123,042 232,213 13,011,073 722,290 - (722,290 ) - 166,389 (166,389 ) - - (5,113,493 ) - - (116,746 ) - - - - - - - - - - - - - - 9,416,351 - - (56,300) - - 9,360,051 $ 10,845,332 $ 398,602 $ 16,252,206 |
The accompanying notes are an integral part of the financial statements.
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LITE-ON TECHNOLOGY CORPORATION Attachment 2-4 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (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 or loss Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Loss (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 Unrealized gain on the transactions with subsidiaries and associates 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 Financial assets held for trading 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 Dividends received Interest paid Income tax paid Net cash generated from operating activities |
2016 $ 10,984,098 751,792 418,255 4,798 (90,209) 308,094 (35,319) (5,960) (4,955,874) 22,973 (3,310) (1,008) 4,709 34,235 48,478 - (276,479) 293,421 22,100 (1,064) (6,023,583) (3,643,017) 487,519 153,972 1,763,304 264,717 (2,595) 180,538 13,529,812 747,165 (555,802) (289,276) (519,351) (12,508) 13,604,625 23,441 5,960 (304,433) (602,438) 12,727,155 |
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 |
|---|---|---|
(Continued)
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LITE-ON TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES 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 Proceeds from disposal of long-term investments for using equity method Increase in prepayments for long-term investments 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 in refundable deposits Payments for intangible assets Decrease in other noncurrent assets Dividend received from subsidiaries and associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Repayments of long-term borrowings Proceeds from (Refund of) guarantee deposits received Cash dividends Payments for buy-back of ordinary shares Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2016 $ 55,833 (300,049) (537,840) 19,829 (4,457) 281,556 (504,810) 104,150 42,479 (156,383) 45 253,500 (746,147) (2,747,695) (500,000) (1,549) (5,113,493) - (8,362,737) 3,618,271 4,190,926 $ 7,809,197 |
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) (592,746) (425,000) 1,414 (4,613,097) (706,679) (6,336,108) (2,350,928) 6,541,854 $ 4,190,926 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(Concluded)
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Attachment 3
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Stockholders Lite-On Technology Corporation
Opinion
We have audited the accompanying consolidated financial statements of Lite-On Technology Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheet as of December 31, 2016 and 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2016 and 2015, and its consolidated financial performance and its cash flows for the years then ended in accordance 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 and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
For the year ended December 31, 2016, the key audit matters to the Group’s consolidated financial statements were as follows:
Allowance for impairment loss for trade receivables
The recoverable amount from the allowance for impairment loss is determined by management’s evaluation of the credit risk of overdue receivables, and it is affected by management’s assumption of a client’s credit quality. In our audit, we focused on clients with significant trade receivables and overdue balances, and we evaluated the reasonableness of management’s estimation of the allowance for impairment loss.
For a summary of the significant accounting policies on impairment loss for trade receivables, refer to Note 4 to the consolidated financial statements. Refer to Note 10 to the consolidated financial statements for the carrying amount of trade receivables. Our audit procedures for the aforementioned key audit matter are described as follows:
-
We assessed both the trade receivables aging report classified by client credit rating and the reasonableness
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of the percent of impairment loss allowance; this assessment included the implementation of the computer audit sampling procedures to test the correctness of the trade receivable aging report. We compared the aging reports of current and prior accounting periods and examined both periods’ bad debt write-offs. We confirmed the recoverability of outstanding trade receivables by testing the after period end collection of receivables.
- We reviewed the approval of client credit terms and examined reversals in the trade receivables subledger in order to assess the effectiveness of internal controls relevant to trade receivables.
Allowance for inventory valuation loss
The value of the inventory is affected by the volatility of the market demand and the ever-changing technology which could make inventory outdated and obsolete. The allocation of inventory cost elements and estimations of the net realizable value of inventory require management’s subjective judgment. In our audit, we focused on if the value of inventory was evaluated according to IAS 2, which is based on the lower of cost or net realizable value method. We also assessed the reasonableness of management’s estimation of the allowance for inventory valuation loss.
For a summary of the significant accounting policies on inventory valuation, refer to Note 4 to the consolidated financial statements. Refer to Note 11 to the consolidated financial statements for the carrying amount of inventory. Our audit procedures for the aforementioned key audit matter are described as follows:
-
We assessed both the inventory aging report classified by product types and the reasonableness of the percent of allowance for inventory valuation loss; this assessment included the implementation of the computer audit sampling procedures to test the correctness of the inventory aging report. We compared the amount of allowances in prior years to the actual amount of write-downs in order to evaluate the appropriateness of the policy implemented relevant to the allowance for inventory valuation loss.
-
We obtained information of the year-end allowance for inventory valuation loss and inventory aging reports, and we compared the current and prior years’ allowances and analyzed any differences. We drew samples from the year-end inventory and compared the most recent price of goods sold to the carrying amount to ensure that the inventory had been valued by the lower of cost or net realizable value method.
-
We obtained year-end inventory quantities from the inventory accounts book and compared it with data from the physical inventory count to test the existence and completeness of management’s assumption. Through the physical inventory count, we evaluated the conditions of the inventory and, in turn, the appropriateness of the allowance estimated by management.
Impairment loss for property, plant and equipment and intangible assets (including goodwill)
Management should assess, on the financial statements date, any indication of impairment to property, plant and equipment, and to intangible assets. If there is any indication of impairment, management should estimate the recoverable amount of these assets. If it is impossible to do so, management should estimate the recoverable amount of the cash generating units to which these assets belong. Due to the complexity of this impairment estimation, in our audit, we focused on if the estimation was made in accordance with IAS 36 to ensure all assets’ carrying amounts did not exceed their recoverable amounts.
For a summary of the significant accounting policies on property, plant and equipment and intangible assets impairment, refer to Note 4 to the consolidated financial statements. Refer to Notes 14 and 16 to the consolidated financial statements for disclosures of property, plant and equipment, and intangible assets. Our audit procedures for the aforementioned key audit matter are described as follows:
-
Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control policy’s design and implementation.
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19 -
-
We obtained the asset impairment valuation table of each cash generating unit from management. We consulted our firm experts on the reasonableness of management’s impairment assessments and assumptions, including their cash generating unit classification, cash flow prediction, discount rate, etc.
Litigation provisions and contingent liabilities
In Note 32 to the consolidated financial statements, management has disclosed the progress of major ongoing litigations, investigations, and other government related matters. The timing of the recognition and quantification of the associated liabilities require the application of management’s significant judgment on existing facts and circumstances, which can be subject to change. Therefore, we focused on if provisions and contingent liabilities were recognized according to IAS 37 and ensured that sufficient disclosures and explanations of these contingencies were in the Group’s notes to consolidated financial statements. Our audit procedures for the aforementioned key audit matter are described as follows:
-
We understood and assessed the effectiveness of the controls designed and executed by management to recognize and assess risks.
-
We evaluated the assumptions made by management in assessing the appropriate level of provisions for litigations. We compared these assumptions with that of available industry-specific and historical information, including reviewing the Group’s internal documents relevant to provisions.
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We corresponded by mail with the Group’s external lawyers to obtain the latest information on ongoing litigations and other legal matters, and we tested the reasonableness of management’s assumptions.
Other Matter
We have also audited the parent company only financial statements of Lite-On Technology Corporation as of and for the years ended December 31, 2016 and 2015 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
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material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2016 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this independent auditors’ report are Jr-Shian Ke and Ching-Fu Chang.
Deloitte & Touche Taipei, Taiwan Republic of China February 24, 2017
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.
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Attachment 3-1
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Debt instruments with no active market (Note 9) Notes receivable Trade receivables, net (Note 10) Trade receivables from related parties (Note 30) Other receivables Other receivables from related parties (Note 30) Inventories, net (Note 11) Other current assets (Note 17) Total current assets NONCURRENT ASSETS Available-for-sale financial assets (Note 8) Debt instruments with no active market (Note 9) Investments accounted for using equity method (Note 13) Property, plant and equipment, net (Note 14) Investment properties, net (Note 15) Intangible assets, net (Note 16) Deferred tax assets (Note 24) Refundable deposits Prepaid investment Other noncurrent assets (Note 17) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at fair value through profit or loss (Note 7) Notes payable Trade payables Trade payables to related parties (Note 30) Other payables Other payables to related parties (Note 30) Current tax liabilities Provisions (Note 20) Advance receipts Current portion of long-term borrowings (Note 18) Finance lease payables (Note 19) Total current liabilities NONCURRENT LIABILITIES Long-term borrowings, net of current portion (Note 18) Deferred tax liabilities (Note 24) Finance lease payables, net of current portion (Note 19) Net defined benefit liabilities (Note 21) Guarantee deposits Credit balance of investments accounted for using equity method (Note 13) Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY Share capital Ordinary shares 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 Change in capital surplus from investments in associates and joint ventures accounted for using equity method Merger Total capital surplus Retain earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Total other equity Treasury shares Total equity attributable to owners of the Parent Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2016 Amount % $ 65,208,491 31 173,068 - 802,348 - 374,182 - 60,829,435 29 60,178 - 1,093,853 1 5,840 - 26,756,909 13 2,619,735 1 157,924,039 75 658,655 - 684,614 - 3,810,433 2 27,826,214 13 429,790 - 15,209,734 7 3,041,666 2 510,142 - 4,457 - 757,044 1 52,932,749 25 $ 210,856,788 100 $ 14,386,282 7 128,685 - 18,473 - 64,139,696 30 1,004,079 - 22,541,026 11 9,428 - 3,186,867 2 1,032,113 - 1,981,913 1 7,890,899 4 1,657 - 116,321,118 55 12,039,170 6 2,932,121 1 3,646 - 189,104 - 88,629 - 2,564 - 15,255,234 7 131,576,352 62 23,508,670 11 9,372,488 4 7,462,138 4 328,800 - 45,612 - 273,487 - 10,015,194 5 27,497,719 13 10,845,332 5 398,602 - 16,252,206 8 27,496,140 13 (1,195,684 ) (1 ) (126,588) - (1,322,272) (1) (1,248,722) - 75,931,535 36 3,348,901 2 79,280,436 38 $ 210,856,788 100 |
2015 | ||
|---|---|---|---|---|
| Amount % $ 65,501,807 31 53,211 - 439,811 - 300,825 - 50,079,869 24 66,338 - 1,289,849 1 10,481 - 28,826,436 14 3,744,824 2 150,313,451 72 670,328 - 255,458 - 4,095,167 2 33,389,439 16 499,950 - 15,938,232 8 3,164,798 2 579,758 - - - 747,282 - 59,340,412 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 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 |
The accompanying notes are an integral part of the consolidated financial statements.
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LITE-ON TECHNOLOGY CORPORATION AND Attachment 3-2
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE Sales (Notes 23 and 30) Less: Sales allowance Sales returns Total operating revenue COST OF GOODS SOLD (Notes 11, 26 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 26 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 associates Interest income Dividend income Other income (Notes 27 and 30) Net gain (loss) on disposal of investments Net gain on foreign currency exchange Net gain on financial assets at fair value through profit or loss Finance costs Other expenses Net loss on disposal of property, plant and equipment Impairment loss (Notes 8, 14 and 16) Total nonoperating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT FOR THE YEAR |
2016 Amount % $ 235,674,455 103 5,033,596 2 1,069,101 1 229,571,758 100 198,313,490 86 31,258,268 14 6,431,916 3 6,013,521 3 6,103,571 3 18,549,008 9 12,709,260 5 82,626 - 1,182,862 1 19,031 - 1,119,464 - 5,957 - 173,194 - 325,208 - (556,837) - (1,879,140) (1) (31,530) - (507,068) - (66,233) - 12,643,027 5 (3,270,463) (1) 9,372,564 4 |
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 (Continued) |
- 24 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (Notes 21, 22 and 24) 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 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 loss of associates accounted for using equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Parent Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Parent Company Non-controlling interests |
2016 Amount % $ (41,921) - (15,770) - 1,633 - (56,058) - (5,336,188) (2) 49,389 - - - (288,338) - 845,209 - (4,729,928) (2) (4,785,986) (2) $ 4,586,578 2 $ 9,416,351 4 (43,787) - $ 9,372,564 4 $ 4,845,911 2 (259,333) - $ 4,586,578 2 |
2015 | ||
|---|---|---|---|---|
| Amount % $ (75,240) - (25,529) - 15,604 - (85,165) - (932,034) - (292,354) - 11,989 - (27,849) - 130,178 - (1,110,070) - (1,195,235) - $ 6,117,597 3 $ 7,222,899 3 89,933 - $ 7,312,832 3 $ 6,080,431 3 37,166 - $ 6,117,597 3 |
(Continued)
- 25 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 25) Basic Diluted |
2016 Amount % $4.05 $4.00 |
2015 |
|---|---|---|
| Amount % $3.10 $3.05 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
- 26 -
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 3-3
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2015 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 using 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 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 Appropriation of the 2015 earnings Legal reserve Reversal of Special reserve Cash dividends - 21.9% Stock dividends - 0.5% Effect of deconsolidation of subsidiaries (Note 27) 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 using 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, 2016 Other comprehensive loss for the year ended December 31, 2016, net of income tax Total comprehensive income for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016 |
Equity Att | ributable to Own | ers of the Parent Company | ers of the Parent Company | Treasury Noncontrolling Shares Interests (Note 22) (Note 22) $ (1,248,722 ) $ 4,198,430 - - - - - - - - - (540,514 ) - - - - - - - - - 89,933 - (52,767) - 37,166 - - (1,248,722 ) 3,695,082 - - - - - - - - - (26,985 ) - (59,863 ) - - - - - - - - - (43,787 ) - (215,546) - (259,333) $ (1,248,722) $ 3,348,901 |
Total Equity $ 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 - - (5,113,493 ) - (30,305 ) (59,863 ) 2,376 (5,260 ) 163,526 53,284 9,372,564 (4,785,986) 4,586,578 $ 79,280,436 |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issue of Share (Notes 22 a |
Capital nd 26) Amount $ 23,416,737 - - - 117,084 - - - 43,332 - - - - (227,870) 23,349,283 - - - 116,746 - - - - 42,641 - - - - $ 23,508,670 |
Capital Surplus (Note 22) | Total $ 27,594,927 - - - - - 12,276 47,301 102,960 47,779 - - - (478,809) 27,326,434 - - - - - - 2,376 (5,260 ) 120,885 53,284 - - - $ 27,497,719 |
Retained Earnings (Note 22) | Total $ 20,959,086 - - (4,613,097 ) (117,084 ) - - - - - 7,222,899 (85,476) 7,137,423 - 23,366,328 - - (5,113,493 ) (116,746 ) - - - - - - 9,416,351 (56,300) 9,360,051 $ 27,496,140 |
Other Equity (Note 22) | Total $ 4,252,180 - - - - - - - - - - (1,056,992) (1,056,992) - 3,195,188 - - - - (3,320 ) - - - - - - (4,514,140) (4,514,140) $ (1,322,272) |
||||||||||||
| P |
Additional aid-in Capital from Share Issuance in Excess of Par Value $ 9,238,931 - - - - - - - 102,960 - - - - (90,288) 9,251,603 - - - - - - - - 120,885 - - - - $ 9,372,488 |
Bond Treasury Stock Conversion Transactions $ 7,534,962 $ 445,694 - - - - - - - - - - - - - - - - - 47,779 - - - - - - (72,824) (217,957) 7,462,138 275,516 - - - - - - - - - - - - - - - - - - - 53,284 - - - - - - $ 7,462,138 $ 328,800 |
Difference Between Consideration and Carry Amounts Adjusted Arising from Changes in Percentage of Ownership in Subsidiaries $ 30,960 - - - - - 12,276 - - - - - - - 43,236 - - - - - - 2,376 - - - - - - $ 45,612 |
Arising from Share of Changes in Capital Surplus of Associates $ 231,446 - - - - - - 47,301 - - - - - - 278,747 - - - - - - - (5,260 ) - - - - - $ 273,487 |
Merger $ 10,112,934 - - - - - - - - - - - - (97,740) 10,015,194 - - - - - - - - - - - - - $ 10,015,194 |
||||||||||||||
| Exchange Differences on Translating Foreign Operations $ 4,125,097 - - - - - - - - - - (777,195) (777,195) - 3,347,902 - - - - (3,320 ) - - - - - - (4,540,266) (4,540,266) $ (1,195,684) |
Unrealized Gain (Loss) on Available-for- sale Financial Assets $ 139,072 - - - - - - - - - - (291,786) (291,786) - (152,714 ) - - - - - - - - - - - 26,126 26,126 $ (126,588) |
Cash Flow Hedges $ (11,989 ) - - - - - - - - - - 11,989 11,989 - - - - - - - - - - - - - - - $ - |
|||||||||||||||||
| Shares (In Thousands) 2,341,674 - - - 11,708 - - - 4,333 - - - - (22,787) 2,334,928 - - - 11,675 - - - - 4,264 - - - - 2,350,867 |
Legal Reserve $ 9,476,876 646,166 - - - - - - - - - - - - 10,123,042 722,290 - - - - - - - - - - - - $ 10,845,332 |
Special Unappropriated Reserve Earnings $ 49,669 $ 11,432,541 - (646,166 ) 182,544 (182,544 ) - (4,613,097 ) - (117,084 ) - - - - - - - - - - - 7,222,899 - (85,476) - 7,137,423 - - 232,213 13,011,073 - (722,290 ) 166,389 (166,389 ) - (5,113,493 ) - (116,746 ) - - - - - - - - - - - - - 9,416,351 - (56,300) - 9,360,051 $ 398,602 $ 16,252,206 |
The accompanying notes are an integral part of the consolidated financial statements.
- 27 -
Attachment 3-4
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (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 profit of associates accounted for using equity method Net loss on disposal of property, plant and equipment Gain on deconsolidation of subsidiaries (Note 27) Net loss (gain) 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 Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities |
2016 $ 12,643,027 6,340,412 466,983 8,263 (325,208) 556,837 (1,182,862) (19,031) (82,626) 31,530 (7,362) (5,957) - 75,986 32,052 (447,117) 265,905 272,402 (89,627) (11,785,807) 6,160 162,907 4,641 1,396,807 (105,504) (157,351) 7,455,968 147,134 2,711,424 (3,513) (295,397) (1,201,903) (7,514) 16,861,659 1,164,781 19,031 (545,202) (2,987,755) 14,512,514 |
2015 $ 10,006,641 6,746,130 534,128 (51,276) (360,034) 578,715 (1,170,008) (66,500) (124,439) 15,465 - 79,052 (7,701) 124,667 (52,450) 117,060 286,549 337,471 10,841 890,123 6,731 134,955 (7,428) 821,149 803,571 55,647 (3,654,138) (96,721) 1,159,926 6,200 (301,940) 452,621 (15,407) 17,259,600 1,162,036 66,500 (569,673) (2,366,201) 15,552,262 |
|---|---|---|
(Continued)
1
LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds on sales of available-for-sale financial assets Purchase of debt investments with no active market Net cash inflow on disposal of associates Net cash inflow on deconsolidation of subsidiaries (Note 27) Proceeds from disposal of non-current assets held for sale Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Payments for intangible assets Proceeds from disposal of intangible assets Decrease (increase) in other noncurrent assets Dividend received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Repayments of long-term borrowings Refund of guarantee deposits received Decrease in finance lease payables Cash dividends Payments for buy-back of ordinary shares Changes on noncontrolling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2016 $ (70,838) 55,833 (806,369) - 307,920 - (3,764,874) 287,632 40,924 (164,802) 6,521 (68,332) 89,702 (4,086,683) (3,006,580) (1,082,901) 2,238 (92,029) (5,154,394) - 34,321 (9,299,345) (1,419,802) (293,316) 65,501,807 $ 65,208,491 |
2015 $ (5,375) 202,200 (619,768) 15,432 - 129,505 (5,150,538) 946,448 (87,503) (247,234) 24,750 138,859 76,884 (4,576,340) (5,195,615) (717,096) 10,141 (86,054) (4,850,995) (706,679) (254,837) (11,801,135) (156,336) (981,549) 66,483,356 $ 65,501,807 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
2
Attachment 4
AUDIT COMMITTEE REPORT
To: Shareholders’ Annual General Meeting for Year 2017, Lite-On Technology Corporation
The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2016 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 February 24, 2017
3
Attachment 5
Lite-On Technology Corporation Statement of Earnings Appropriation Year 2016
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, beginning of year
Amount (NT$) 6,892,155,162 (14,722,301) (41,578,020)
6,835,854,841
Add: Net profit Less: Special reserve Less: Legal reserve ( 10% ) Distributable earnings
9,416,351,348 (940,275,733) (941,635,135) 14,370,295,321
Distribution: (1) Cash dividends: (NT$ 2.92 /per share) Unallocated earnings, end of year
(6,864,531,733) 7,505,763,588
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.
4
Attachment 6
Lite-On Technology Corporation
Comparative Table of Articles of Incorporation
(The table below compares the Amended Articles and Original Articles.)
| Amended Article No |
Amended Article | Original Article No |
Original Article | Note |
|---|---|---|---|---|
| Article XXIII | 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’ meetingfor such distribution. |
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): 3. Employees’ compensation:no less than 1% 4. 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’ meetingfor such distribution. |
To change Article No. Contents no amendment. |
5
| Amended Article No |
Amended Article | Original Article No |
Original Article | Note |
|---|---|---|---|---|
| Article XXIV | 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’ meeting for approval. In consideration of business development plan, investing environment, demand for funds, global competiveness and the shareholders’interest, the Dividend Policy of the Company is the distribution to shareholders |
Article XXIII |
The Company is currently operating at the growing phase. In |
1.To change Article No. 2.To combine the content of Article XX IV-1. 3.To define Dividend Policy of the Company to improve its company governance. |
consideration of expansion of future operation, needs for working capital and the impact of |
||||
the taxation system on the Company and shareholders, the Company will distribute dividends where cash dividends shall not be less than 10% of the total dividends distributed in the year. |
||||
| with the appropriation of the amount which shall be no less than 70% of the net profit after income tax under the circumstance that there is no cumulated loss in prior years. The |
||||
distribution may be executed in cash dividend and/or share dividend, and the cash dividend shall be no less than 90% of the total distributed dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are significantly less than the earnings actually distributed by the Company in the previous year, or considering the financial, |
6
| Amended Article No |
Amended Article | Original Article No |
Original Article | Note |
|---|---|---|---|---|
| business or operational factors of | ||||
the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge. |
||||
| 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’ meeting for approval. |
To delete Article No XXIV-1, and combine the contents of Article XXIII and Article XXIV-1 into Article XXIV. |
||
| 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 dulyamended |
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 dulyamended |
Added the date for the 27th Amendment |
7
| Amended Article No |
Amended Article | Original Article No |
Original Article | Note |
|---|---|---|---|---|
| on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were dulyamended |
on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were dulyamended |
8
| Amended Article No |
Amended Article | Original Article No |
Original Article | Note |
|---|---|---|---|---|
| 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 The Articles were duly amended on June 21, 2017 as the 27th amendment |
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 |
9
Attachment 7
Lite-On Technology Corporation
“ Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents before and after Amendment in Comparison
| Contents after Amendment | Contents before Amendment | Contents before Amendment | Contents before Amendment | Explanation |
|---|---|---|---|---|
| 2.1 Reasons and necessity for financing In financing a borrower who has business transactions with the company, the reason and necessity for financing shall be specified. In financing a borrower pursuant to 1.2.2., and 1.2.3. of this regulation, the reason and the status shall be stated. |
2.1. Reasons and necessity for financing In financing a borrower who has business transactions with the company, the reason and necessity for financing shall be specified.~~, and the~~ ~~amount of loan shall not~~ ~~exceed the total amount of~~ ~~business transactions with~~ ~~such a borrower in one year.~~ In financing a borrower pursuant to 1.2.2., and 1.2.3. of this regulation, the reason and the status shall be stated. |
1. Duly amended in accordance with the operation needs and the law |
||
| 2.2.2. In financing a subsidiary where the company holds less than 50% of its common shares directly or indirectly, the aggregate amount of loansand the maximum amount permittedto such asingle subsidiary shall not exceed5% of the net worthof the company as stated in the most recent financial statement. For a subsidiary where the company holds more than 50% of its common shares directly or indirectly, the aforementioned restriction shall not be applicable; however, theaggregateamount of loansand the maximum amount permitted to such asingle subsidiary shall not exceed 40% of the net worth of the companyas stated in the most recent financial statement. |
2.2.2. | In financing a subsidiary where the company holds less than 50% of its common shares directly or indirectly, the totalamount of loans to such a subsidiary shall not exceed40% of the paid in capital of the subsidiary.For a subsidiary where the company holds more than 50% of its common shares directly or indirectly, the aforementioned restriction shall not be applicable; however, the amount of loans to such a subsidiary shall not exceed 40% of the net worth of thecompanyas stated in the most recent financial statement. |
Duly amended in accordance with the law. |
|
| 2.2.3. In financing a company or proprietor where the company has business transactions, unless otherwise provided in 2.2.2., the aggregate amount of loansand the maximum amount permittedto such asingle company shall not exceed5% of the company’s net worth as stated in the most recent financial statement, and the maximum amount permitted to such a single company shall not |
2.2.3 | In financing a company or proprietor where the company has business transactions, unless otherwise provided in 2.2.2., the total amount of loans to such a company shall not exceed5% of the paid in capital of the lender. |
10
exceed the total amount of business transactions with such a borrower in one year.
- The Measures were established on May 7. The Measures were established Addition of date 13th, 2003. on May 13th, 2003. of amendment The First Amendment was made on June The First Amendment was made 15th, 2004. on June 15th, 2004. The Second Amendment was made on June The Second Amendment was 21st, 2006. made on June 21st, 2006. The Third Amendment was made on June The Third Amendment was made 21st, 2007. on June 21st, 2007. The Fourth Amendment was made on June The Fourth Amendment was made 22nd, 2009. on June 22nd, 2009. The Fifth Amendment was made on June The Fifth Amendment was made 15nd, 2010. on June 15nd, 2010. The Sixth Amendment was made on June The Sixth Amendment was made 19nd, 2012. on June 19nd, 2012. The Seventh Amendment was made on June The Seventh Amendment was 19nd, 2013. made on June 19nd, 2013. The Eighth Amendment was made on June The Eighth Amendment was made 24nd, 2015. on June 24nd, 2015. The Ninth Amendment was made on June 22nd, 2017.
11
Attachment 8
Lite-On Technology Corporation Comparative Table of Procedures for the Acquisition and Disposal of Assets (The table below compares the Amended Articles and Original Articles.)
| Amended Article | Amended Article | Original Article | Original Article | Note |
|---|---|---|---|---|
| 6. Acquisition or disposal of realty or equipment 6.1 Evaluation and Operation Process the Company may buy or sell realty and equipment in accordance with the regulations governing theProperty, Plant and Equipmentcycle under the Company’s internal control system. |
6. Acquisition or disposal of realty or equipment 6.1 Evaluation and Operation Process the Company may buy or sell realty and equipment in accordance with the regulations governing thefixed assetcycle under the Company’s internal control system. |
To amend cycle name in accordance with the internal control system. |
||
| 6.3 | In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting witha government agency,engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: |
6.3 | In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting witha government agency,engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: |
To amend “government agency” name in Chinese version accordance with revision of regulation. English version no change for same translation. |
12
| Amended Article | Original Article | Note |
|---|---|---|
| 7.2 Decision-Making Process on the terms and conditions of trade and authorized limit 7.2.1 In acquiring or disposing of memberships, the respective department shall consult the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for theGroup CEO’s approval. If the amount of transaction falls below 1% of the Company’s paid in capital or NT$3 million, it shall be submitted for approval by the board chairman and presented to the nearest board session for recognition. For transaction values exceeding NT$3 million, submit for the approval from the board in advance. |
7.2 Decision-Making Process on the terms and conditions of trade and authorized limit 7.2.1 In acquiring or disposing of memberships, the respective department shall consult the fair market price for determining the terms and conditions of the deal and the price. An analysis report for such purpose shall be compiled and submitted for the president’s approval. If the amount of transaction falls below 1% of the Company’s paid in capital or NT$3 million, it shall be submitted for approval by the board chairman and presented to the nearest board session for recognition. For transaction values exceeding NT$3 million, submit for the approval from the board in advance. |
To amend GCEO’s title accordance with operational organization. |
| 7.3 The Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions witha government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. |
7.3 The Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions witha government agency,the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. |
To amend “government agency” name in Chinese version accordance with revision of regulation. English version no change for same translation. |
13
| Amended Article | Original Article | Note | ||||
|---|---|---|---|---|---|---|
| 9.2 | Evaluation and Operation Process the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption ofmoney market funds issued by domestic securities investment trust enterprises(SITE), the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been and approved by the audit committee and resolved by the board of directors: |
9.2 | Evaluation and Operation Process the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption ofdomestic money market funds,the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been and approved by the audit committee and resolved by the board of directors: |
To define “money market funds” accordance with revision of regulation. |
||
| 11.1.4.4 Audit: Conduct regular audit, monitor the derivative trade and present audit report to the Group CEO, audit committee and board members. |
11.1.4.4 Audit: Conduct regular audit, monitor the derivative trade and present audit report to the CEO,audit committee and board members. |
To amend GCEO’s title accordance with operational organization. |
||||
| 11.1.6.2 Cut loss point of the entire exposure and individual contact A. Hedge Trade: The purpose of conducting derivative trade is hedge. Therefore, the profit and loss shall be hedged by the position held by the Company. Accordingly, the cut loss point for the entire exposure and individual contract is 20% of the contract amount. Where the fluctuation of interest and exchange rates may become critical (excess the cut loss point), the Company shall call for board chairman,Group CEO and relevant managers to meet in order to map out solutions. |
11.1.6.2 Cut loss point of the entire exposure and individual contact A. Hedge Trade: The purpose of conducting derivative trade is hedge. Therefore, the profit and loss shall be hedged by the position held by the Company. Accordingly, the cut loss point for the entire exposure and individual contract is 20% of the contract amount. Where the fluctuation of interest and exchange rates may become critical (excess the cut loss point), the Company shall call for board chairman,CEO and relevant managers to meet in order to map out solutions. |
To amend GCEO’s title accordance with operational organization. |
14
| Amended Article | Original Article | Note |
|---|---|---|
| B. Non-Hedge Trade: the Company shall not deal with non-hedge trade. |
B. Non-Hedge Trade: the Company shall not deal with non-hedge trade. |
|
| 12.1.1 The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital. |
12.1.1 The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. |
To add exception of obtaining an aforesaid opinion accordance with revision of regulation. |
| 14. Procedure for announcement: Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event 14.1 Acquisition or disposal of real propertyfrom or to a related |
14. Procedure for announcement: Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event 14.1 Acquisition or disposal of real propertyfrom or to a related |
To define “money market funds” accordance with revision of regulation. |
15
| Amended Article | Original Article | Note | ||||
|---|---|---|---|---|---|---|
| party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption ofmoney market funds issued by domestic securities investment trust enterprises (SITE). |
party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase, or resale agreements, or subscription or redemption ofdomestic money market funds. |
|||||
| 14.4 | Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amountmeets any of the following criteria: 14.4.1 For the Company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. 14.4.2 For the Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transactionreachesNT$500 |
14.4 | Where an asset transaction other than any of those referred to Section 14.1 to 14.4,a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.4.1Trading of government bonds. 14.4.2 Investment is taken as a profession and conduct trade of marketable securities in domestic or overseas stock exchanges or OTC markets, or subscription of securities bya securities firm,either in the primary market or in accordancewith relevant regulations. 14.4.3Bonds with repurchase or reverse repurchase features, or subscription or redemption of domestic money market funds. 14.4.4 The types of assets acquired or disposed are equipment for business |
1. To amend making announcement criteria of acquiring or disposing of equipment for business use accordance with revision of regulation. 2. To move 14.4.4 to 14.4 3. To move 14.4.5 to 14.5 4. To change Article No 14.4 to 14.6. |
||
| 14.5 | ||||||
| 14.4.2 | ||||||
| 14.4.3 | ||||||
| 14.4.4 | ||||||
16
Amended Article Original Article Note million. use and the counterpart is not a related party and 14.6 Where an asset transaction the amount of other than any of those transaction does not referred to Section 14.1 to exceed NT$500 million. 14.5, a disposal of receivables 14.4.5 Where land is acquired by a financial institution, or an under an arrangement on investment in the mainland engaging others to build China area reaches 20 percent on the Company's own or more of paid-in capital or land, engaging others to NT$300 million; provided, this build on rented land, shall not apply to the following joint construction and circumstances: allocation of housing 14.6.1 Trading of government units, joint construction bonds. and allocation of 14.6.2 Investment is taken as a ownership percentages, profession and conduct or joint construction and trade of marketable separate sale, and the securities in domestic or amount the Company overseas stock expects to invest in the exchanges or OTC transaction is less than markets, or subscription NT$500 million. by investment professionals of ordinary corporate bonds or of general bank debentures without equity characteristics that are offered and issued in the domestic primary market, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with relevant regulations. 14.6.3 Bonds with repurchase or reverse repurchase features, or subscription or redemption of domestic money market funds issued by domestic securities investment trust enterprises (SITE).
17
| Amended Article | Original Article | Note | ||||||
|---|---|---|---|---|---|---|---|---|
| 14.7 | The amount of section14.1 to 14.6and the amount should be obtained an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions in section 5, 6, 7 and 9. shall be computed as follows: 14.7.1The amount of any individual transaction. 14.7.2The accumulated amount of transaction with the same counterpart or of the disposition of the same type of asset within one year. 14.7.3 The amount of the same development project accumulated from disposition or acquisition (counted separately) in one year. 14.7.4The accumulated amount of the same marketable security acquired or disposed in one year (counted separately). |
14.5 | The amount of section14.4 and the amount should be obtained an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions in section 5, 6, 7 and 9. shall be computed as follows: 14.5.1The amount of any individual transaction. 14.5.2The accumulated amount of transaction with the same counterpart or of the disposition of the same type of asset within one year. 14.5.3 The amount of the same development project accumulated from disposition or acquisition (counted separately) in one year. 14.5.4The accumulated amount of the same marketable security acquired or disposed in one year (counted separately). |
To change Article No. |
||||
| 14.8 | One year shall be defined as the period from the day of transaction to calendar year in retrospect. Transactions already announced under the “Criteria for The Acquisition or Disposition of Assets by Public Companies” shall not be included. the Company shall report to the FSC the status of derivative trade conducted by the Company and its subsidiaries which are not public company in the country of the month in the required format to the required website by the 10th day of the next month.When the company at the time of public announcement makes an error or omission in an item required by regulations to be publicly |
14.6 | One year shall be defined as the period from the day of transaction to calendar year in retrospect. Transactions already announced under the “Criteria for The Acquisition or Disposition of Assets by Public Companies” shall not be included. the Company shall report to the FSC the status of derivative trade conducted by the Company and its subsidiaries which are not public company in the country of the month in the required format to the required website by the 10thday of the next month.Where the report is incomplete or erroneous, the Company shall immediately make correction. Such correction shall also be |
To add the time of announcement correction accordance with revision of regulation. And to change Article No. |
||||
18
| Amended Article | Original Article | Note | |||
|---|---|---|---|---|---|
| announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. The Company shall retain related contracts, meeting minutes, record books, appraisal reports, statements of opinions expressed by public auditors, lawyers and/or security underwriters in its office for five years unless otherwise required by law. |
announced.The Company shall retain related contracts, meeting minutes, record books, appraisal reports, statements of opinions expressed by public auditors, lawyers and/or security underwriters in its office for five years unless otherwise required by law. |
||||
| 17 The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding paragraph is subject to section 14requiring a public announcement and regulatory filing in the event the type of transaction specified therein reaches 20 percent of paid-in capital or 10 percent of the total assets. |
17 | The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding paragraph is subject to section 14.4 requiring a public announcement and regulatory filing in the event the type of transaction specified therein reaches 20 percent of paid-in capital or 10 percent of the total assets. |
To change Article No. |
19
Lite-On Technology Corporation Appendix 1
Rules and Procedures of Shareholders’ Meeting
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To establish a strong governance system and sound supervisory capabilities for this Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
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The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
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Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act , or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company Act.
- For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
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After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
5.
6.
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting
This Company shall furnish the shareholders meeting notice with the time and venue for signing in. The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge.
Shareholders or their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
7.
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the chairperson does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair.
The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation.
It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutess.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening
21
parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
8.
9.
This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the Notice of attendance handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
10.
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the
22
chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
- Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
12.
Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
- A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be established in accordance with the laws and shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by
correspondence or electronic means will be deemed to have attended the meeting in person, but to
23
have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a
shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results shall be reported on-site immediately and recorded in writing.
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder
24
files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
15.
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be distributed in accordance with the Company v Act.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.
16.
On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
17.
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct relevant personnel to escort the shareholder from the meeting.
18.
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
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These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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The Measures were established on March 13, 1989.
The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002.
The 3rd Amendment was made on June 19, 2013. The 4th Amendment was made on June 24, 2015.
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Appendix 2
Lite-On Technology Corporation
Articles of Incorporation
Chapter One General Provisions
Article I The Company is duly incorporated in accordance with provisions governing limited companies under the Company Law in the full name of Lite-On Technology Corporation (Hereinafter referred to as the “Company”).
Article II
The Company shall engage in the following business:
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C804020 Manufacture of industry-oriented rubber products.
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C805050 Manufacture of industry-oriented plastic products.
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CB01010 Manufacture of machinery & equipment
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CB01020 Business machinery manufacture.
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CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
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CC01030 Manufacture of electrical appliance and audio and visual electronic products.
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CC01040 Lighting Facilities Manufacturing
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CC01060 Manufacture of wire communications machinery & equipment.
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CC01070 Manufacture of wireless communications machinery & equipment.
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CC01080 Manufacture of electronic parts & components.
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CC01090 Batteries Manufacturing
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CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture.
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CC01110 Computers and Computing Peripheral Equipments Manufacturing
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CC01120 Data storage media manufacture and duplication.
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CC01990 Electrical Machinery, Supplies Manufacturing
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CD01030 Manufacture of automobile and automobile parts & components.
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CD01040 Motor Vehicles and Parts Manufacturing
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CE01010 Precision Instruments Manufacturing
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CE01030 Manufacture of Optical instrument.
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CF01011 Medical Materials and Equipment Manufacturing
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CH01040 Manufacture of toy.
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CQ01010 Manufacture of mold.
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E603090 Illumination Equipments Construction
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E801010 Interior decoration services
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F106030 Mold wholesale.
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F108031 Wholesale of Drugs, Medical Goods
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F109070 Cultural, educational, music and recreational article & instrument wholesale.
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F111090 Building material wholesale
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F113010 Machinery wholesale.
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F113020 Electrical appliance wholesale.
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F113030 Precise instrument wholesale.
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F113050 Computer & business machinery & equipment wholesale.
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F113070 Telecommunication equipment wholesale.
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F113110 Wholesale of Batteries
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F114010 Wholesale of Automobiles
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F114020 Wholesale of Motorcycles
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F114030 Automobile, motorcycle parts & accessories wholesale.
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F118010 Information software wholesale.
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F119010 Electronic material wholesale.
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F206030 Mold retail.
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F209060 Cultural, educational, music and recreational article & instrument retail.
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F211010 Building material retail.
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F213010 Electric appliance retail.
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F213030 Computer & business machinery & equipment retail.
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F213040 Precise instrument retail.
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F213060 Telecommunication equipment retail.
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F213080 Machinery & appliance retail.
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F213110 Retail Sale of Batteries
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F214010 Retail Sale of Automobiles
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F214020 Retail Sale of Motorcycles
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F214030 Automobile, motorcycle parts & accessories retail.
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F218010 Information software retail.
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F219010 Electronic material retail.
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F401010 International trade.
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F401021 Import of controlled telecommunication frequency RF equipment.
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G801010 Warehousing services.
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H701010 Housing and building development, lease and sales.
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I102010 Investment consultancy.
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I103060 Management consultancy.
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I301010 Information software services.
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I301020 Data Processing Services
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I501010 Product design business
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I503010 Landscaping, interior design business.
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IC01010 Pharmaceuticals Examining Services
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IG03010 Energy Technical Services
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ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.
Article III The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors.
The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Law.
The Company may act as a guarantor externally as required for business.
Chapter Two Shares
Article IV
The total capital of the Company amounts to Thirty-Five Billion New Taiwan Dollars, divided into 3.5 billion shares at Ten New Taiwan Dollars par value each. The Board of Directors is authorized with full powers to issue shares in partial installments. Preferred shares may be issued within the total capital. Of the total number of shares aforementioned,
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| one hundred million shares are reserved to be issued as stock options, preferred shares with | |
|---|---|
| stock options or corporate bonds with stock options ready for exercise of options. | |
| Article IV-1 | The Company may issue employee stock options at an issuing price lower than the closing |
| price of the Company’s common shares on the date of issuance only upon the decision | |
| resolved by two thirds of present shareholders who represent a majority of the total issued | |
| shares in the shareholders’ meeting. | |
| When the Company intends to transfer shares to employees at a price lower than the average | |
| of actual repurchase prices, such transfer shall be duly posed at the latest shareholders’ | |
| meeting to be resolved by two thirds of votes in the shareholders’ meeting where present | |
| shareholders represent a majority of the total issued shares. | |
| Article V | The Company’s shares are registered ones, which shall be duly signed and sealed by a |
| minimum of three directors and issued after duly authenticated by the competent authority | |
| or the issuance registry entity approved by the competent authority. For the shares issued by | |
| the Company, the Company may be exempted from printing share certificates but shall have | |
| the shares so issued duly registered with the centralized securities depository enterprise. | |
| Article VI | Unless otherwise prescribed in laws, the Company shall manage share transfer, pledge of |
| rights, register for loss, succession, gift, change in address, report-for-loss and replacement | |
| of registered specimen seals exactly in accordance with the “Regulations Governing Equity | |
| Affairs of Public Companies”. | |
| Article VII | No transfer of shares shall be handled within sixty days prior to the regular shareholders’ |
| meeting, or within thirty days prior to a special meeting of shareholders, or within five days | |
| prior to the record (base) date scheduled to distribute dividends, bonuses or other benefits. | |
| Chapter Three | Shareholders’ meeting |
| Article VIII | The shareholders' meeting hereof is in two categories: regular meetings and special |
| meetings. The former is convened once a year within six months from the closing of each | |
| fiscal year and the latter may be duly called whenever necessary. | |
| Article IX | A shareholder who is unavailable to attend the shareholders' meeting may duly present a |
| power of attorney with the form provided by the Company, bearing the scope of the | |
| authorized powers to authorize a proxy to attend on-behalf. The power of attorney shall be | |
| duly used in accordance with applicable laws and ordinances and the rules promulgated by | |
| the competent authority. | |
| Article X | The shareholders’ meeting convened by the Board of Directors shall be chaired by the |
| chairman. During the chairman’s absence or unavailability for performance of duties, the | |
| substitution shall be duly handled in accordance with Article 208 of the Company Law. In | |
| the event that the shareholders’ meeting is convened by a person beyond the Board of | |
| Directors, the shareholders’ meeting shall be chaired by that convener. In case of two or | |
| more conveners, one of them shall be elected to chair the meeting. | |
| Article XI | The Company’s shareholders are entitled to one voting right per share, provided that |
| shareholders have no voting right for shares held under Article 179 of the Company Law. |
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Article XII
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Unless otherwise provided for in applicable laws and regulations, decisions in the shareholders' meeting shall be resolved by a majority of votes in the meeting where present shareholders represent a majority of the total issued shares.
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Article XIII Minutes of the shareholders' meeting shall be duly recorded to cover the decisions resolved, to be duly signed or affixed by the chairperson and delivered to all shareholders within twenty days after the meeting and be distributed to all shareholders of the company in accordance with Company Law. The minutes shall include the month, date, year, location, the chairperson’s name, method to resolve a decision, the highlights of discussion and results thereof. The minutes of the shareholders’ meeting shall be archived in the Company along with the shareholders’ sign-in book and powers of attorney presented by proxies according to law.
Chapter Four Directors and Audit Committee
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Article XIV The Company has seven to eleven directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company.
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The aforementioned number of directors shall include a minimum of three independent directors (including a minimum of one independent director in the expertise of accounting or finance), and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. Board of Directors (including independent directors) are elected in a candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs.
The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority.
Article XV The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors, one chairman shall be duly elected. In the same manner, one vice chairman shall be elected as necessary. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally and preside over all the Company’s business affairs, as assisted by the Vice Chairman.
Article XVI Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly held to elect ones supplementarily to serve the tenure of office remaining by the
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predecessors.
Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meeting whenever the chairman considers it necessary or on the requisition of two or more directors. Board of Directors meetings shall be convened and chaired by the chairman in all cases. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law. Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person. Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors meeting shall be resolved by a majority of votes in the meeting where attending directors represent a majority of the total number of directors. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Law.
Article XIX Minutes of a board of directors meeting shall be duly recorded, to be duly signed and affixed seal by the chairperson and delivered to all directors within twenty days after the meeting. The minutes shall include the highlights of discussion and results thereof. The minutes of the board of directors meeting shall be archived in the Company along with the directors’ sign-in book and powers of attorney presented by proxies according to law. Article XX Organization, authority of office, rules and procedures of meetings and other matters to be complied with of the Company’s Audit Committee shall be in conformity with the requirements of the competent authority. Article XX-1 Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and abroad. Article XX-2 The Company may purchase liability insurance for directors for the term of their office to insure them for potential risk in exercise of their duties.
Chapter Five Managers and staff members
- Article XXI The Company may, as resolved in the Board of Directors, have a certain number of manages all of whom shall be duly appointed, discharged and paid in accordance with Article 29 of the Company Law.
Chapter Six Accounting
- Article XXII Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and submit such documents to the shareholders' meeting for adoption. In case of other requirements set forth in the Securities and Exchange Law or other laws and ordinances concerned, such Securities and Exchange Law and other laws and ordinances
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concerned shall govern. 1. Business report; 2. Financial Statements; and 3. Proposals of profit appropriation or loss coverage.
Article XXIII The Company is currently operating at the growing phase. In consideration of expansion of future operation, needs for working capital and the impact of the taxation system on the Company and shareholders, the Company will distribute dividends where cash dividends shall not be less than 10% of the total dividends distributed in the year.
Article XXIV 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.
- 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’ meeting for approval.
Chapter Seven Bylaws
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Article XXIV The Company’s organizational regulations and operational rules shall be separately enacted by the Board of Directors.
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Article XXV The Taiwan Depository & Clearing Corporation (TDCC) may request that the Company consolidate the shares to issue large denomination share certificates.
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Article XXVI Any matters insufficiently provided for in the Articles of Incorporation shall be subject to the Company Law and other applicable laws and ordinances.
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Article XXVII The Articles of Incorporation and amendment hereof, if any, shall come into enforcement after being resolved in the shareholders’ meeting, submitted to and approved by the competent authority.
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Article XXVIII The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2015 as the 26th amendment.
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Appendix 3
Impact of issuance of stock dividends proposed in this shareholders’ meeting upon the Company’s business performance, earning per share (EPS) and shareholder investment return
(Note1) Only cash dividends and no stock dividends were proposed in the Company’s 2016 shareholder meeting.
(Note2) In accordance with the “Guidelines for Disclosure of the Financial Forecast by Public Companies”, it is not necessary for the Company to disclose financial forecast information of 2017. Thus information related to change of operating performance and pro forma earnings per share and the PE ratio are not applicable.
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Appendix 4
Lite-On Technology Corporation
The individual and overall shareholding by directors and supervisors as entered in the Register (Roster) of Shareholders is as follows:
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I. In accordance with Article 26 of the Securities and Exchange Act, the Company’s directors shall at least hold a total of 56,420,808 shares. As of April 24, 2017, the entire directors of the Company held 187,030,054 shares.
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II. The Company has established an Audit Committee; so the requirements for shareholding by supervisors are not applicable.
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III. Shares held by Independent Directors are not counted towards the shares held by all directors. IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is suspended, i.e., April 24, 2017.
| Position | Name | Date when elected |
Tenure of office |
Number of shares held when being elected |
Number of shares held on the date when transfer is suspended |
|---|---|---|---|---|---|
| Chairman | Raymond Soong | 20160624 | Three | 78908736 | 79302560 |
| .. | years | ,, | ,, | ||
| Vice Chairman |
Lite-On Capital Corporation Representative Warren Chen |
2016.06.24 | Three years |
15,040,803 | 15,115,869 |
| Director | Ta-Sung Investment Co., Ltd. Representative Keh-Shew Lu |
2016.06.24 | Three years |
46,854,554 | 47,088,399 |
| Director | Ta-Sung Investment Co., Ltd. Representative: TBD |
2016.06.24 | Three years |
46,854,554 | 47,088,399 |
| Director | Dorcas Investment Co., Ltd Representative Joseph Lin. |
2016.06.24 |
Three years |
6,019,584 | 6,049,627 |
| Director | Yuan Pao Development & Investment Co. Ltd. Representative CH Chen |
2016.06.24 | Three years |
39,277,570 | 39,473,599 |
| Director | Yuan Pao Development & Investment Co. Ltd. Representative David Lee |
2016.06.24 | Three years |
39,277,570 | 39,473,599 |
| Independent | KF W | 20160624 | Three | 0 | 0 |
| Director | uo-eng u | .. | years | ||
| Independent | H Ch | 20160624 | Three | 0 | 0 |
| Director | arvey ang | .. | years | ||
| Independent Director |
Edward Yang | 2016.06.24 | Three years |
0 | 0 |
| Independent Director |
Albert Hsueh | 2016.06.24 | Three years |
0 | 0 |
| The total of all directors (Note III) | 186,101,247 | 187,030,054 |
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