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LTC AGM Information 2017

Jul 4, 2017

51997_rns_2017-07-04_9fe81890-acfb-4d5c-8f43-667ba4175952.pdf

AGM Information

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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2017

Meeting Minutes Date: June 22, 2017

Lite-On Technology Corporation 2017 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 22, 2017

Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City

(International Convention Center, Lite-On Technology Building)

Attending shareholders and proxy representing:

2,009,704,057 shares (among them, 1,534,648,019 shares voted via electronic transmission), which accounts for 86.48% of total 2,324,025,532 outstanding shares (excluding 26,841,500 non-voting shares)

Director attendees:

Raymond Soong, Warren Chen, David Lee, Joseph Lin, Kuo-Feng Wu, Albert Hsueh

Non-shareholding attendees : Deloitte Touche Tohmatsu International Taiwan , Chang, Ching Fu, CPA

HUANG AND PARTNERS ATTORNEYS-AT-LAW Huang, Kuan Hao, Attorney

Chairman: Raymond Soong

Recorder: Claire Hsu

I. Chairperson Calls Meeting to Order

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

II. Opening Remarks by the Chairperson (omitted)

III. Reports on Company Affairs

  • i. 2016 Business Report (see Attachment 1)

  • ii. Audit Committee’s Review Report on 2016 Financial Statements (see Attachment 2~4)

  • iii. Employees and Directors compensation for 2016

IV. Proposals and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2016 Financial Statements.

Explanation:

  1. 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.

  2. The aforementioned financial statements and business report were reviewed by the Audit Committee.

  3. For the business report for Year 2016, please refer to Attachment 1.

  4. For the financial statements for Year 2016, please refer to Attachments 2 & 3.

  5. Please proceed to adopt.

Voting Result:

Shares represented at the time of voting: 2,009,704,057. 1,515,514,577 shares voted for the proposal (among them, 1,041,590,234 shares voted via electronic transmission); 111,179 shares voted against the proposal (among them, 111,179 shares voted via electronic transmission); 494,078,301 votes were abstained/invalid. (among them, 492,946,606 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

75.41% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of

votes required by law and company policies.

Proposed by the Board of Directors

ii. Proposal: Adoption of the Proposal for Appropriation of 2016 Earnings

  • Explanation:

  • 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.

  • 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

  • 2 -

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.

  1. 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.

  2. 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.

  3. 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.

  4. Please proceed to adopt.

Voting Result:

Shares represented at the time of voting: 2,009,704,057. 1,523,557,797 shares voted for the proposal (among them, 1,049,633,454 shares voted via electronic transmission); 115,001 shares voted against the proposal (among them, 115,001 shares voted via electronic transmission); 486,031,259 votes were abstained. (among them, 484,899,564 shares voted via electronic transmission). 0 votes were invalid.

Resolution

75.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Proposed by the Board of Directors

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

Explanation:

  1. 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.

  2. Please refer to Attachment 6 for a comparison of the contents before and after amendment.

  3. Please refer to Appendix 2 for the full contents before amendment.

  4. Please discuss and resolve.

Voting Result:

Shares represented at the time of voting: 2,009,704,057. 1,520,238,307 shares voted for the proposal (among them, 1,046,313,964 shares voted via electronic transmission); 3,434,485 shares voted against the proposal (among them, 3,434,485 shares voted via electronic transmission); 486,031,265 votes were abstained. (among them, 484,899,570 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

75.64% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

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:

  • 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.

  • 2.Please refer to Attachment 7 for a comparison of the contents before and after amendment.

  • 3.Please discuss and resolve.

Voting Result:

Shares represented at the time of voting: 2,009,704,057. 1,523,545,761 shares voted for the proposal (among them, 1,049,621,418 shares voted via electronic transmission); 114,496 shares voted against the proposal (among them, 114,496 shares voted via electronic transmission); 486,043,800 votes were abstained. (among them, 484,912,105 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

75.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Proposed by the Board of Directors

v. Proposal: Amendment to “Procedures for the Acquisition and Disposal of Assets”, please discuss and resolve .

Explanation:

  1. 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.

  2. 3 -

  3. Please refer to Attachment 8 for a comparison of the contents before and after amendment.

  4. Please discuss and resolve.

Voting Result:

Shares represented at the time of voting: 2,009,704,057. 1,523,548,303 shares voted for the proposal (among them, 1,049,623,960 shares voted via electronic transmission); 112,925 shares voted against the proposal (among them, 112,925 shares voted via electronic transmission); 486,042,829 votes were abstained. (among them, 484,911,134 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

75.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

V. Provisional Motions: None

VI. Adjournment

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

Chairman: Raymond Soong Recorder: Claire Hsu

  • 4 -

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

  • 5 -

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:

  • 6 -

Attachment 2

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:

  1. 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.

  2. 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:

  1. 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.

  2. 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.

  3. 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

  • 7 -

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:

  1. Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control policy’s design and implementation.

  2. 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:

  1. We understood and assessed the effectiveness of the controls designed and executed by management to recognize and assess risks.

  2. 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.

  3. 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  • 8 -

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.

  • 9 -

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.

  • 10 -

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)
  • 11 -

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)

  • 12 -

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)

  • 13 -

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
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.

  • 14 -

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)

  • 15 -

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)

  • 16 -

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:

  1. We assessed both the trade receivables aging report classified by client credit rating and the reasonableness

  2. 17 -

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.

  1. 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:

  1. 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.

  2. 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.

  3. 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:

  1. Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control policy’s design and implementation.

  2. 18 -

  3. 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:

  1. We understood and assessed the effectiveness of the controls designed and executed by management to recognize and assess risks.

  2. 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.

  3. 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

  • 19 -

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

  • 20 -

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.

  • 21 -

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.

  • 22 -

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)
  • 23 -

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)

  • 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)

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)

  • 25 -

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.

  • 26 -

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:

  1. 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.

  2. 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.

  1. 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