LTC — AGM Information 2018

Jul 5, 2018

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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2018

Meeting Agenda

Date: June 22, 2018 at 9:00 a.m. Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)

Lite-On Technology Corporation

Meeting Procedure for the Annual General Meeting of Shareholders for 2018

I. Chairperson Calls Meeting to Order

• II. Opening Remarks by the Chairperson

• III. Reports on Company Affairs

• IV. Proposals and Discussions

V. Provisional Motions

VI. Adjournment

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Lite-On Technology Corporation

Agenda of the Annual General Meeting of Shareholders for 2018

• I. Chairperson Calls the Meeting to Order (and reports equity shares in attendance)

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

• i. 2017 Business Report

• ii. Audit Committee’s Review Report on 2017 Financial Statements

• iii. Employees and Directors compensation for 2017

• iv. Amendment to “Management of Operation of Board Meeting”

IV. Proposals, Election and Discussions

• i. Adoption of 2017 Financial Statements

• ii. Adoption of the Proposal for Appropriation of 2017 Earnings

• iii. Adoption of the Proposal for Cash Distribution from Capital Surplus

• iv. Amendment to “Articles of Incorporation”

• v. Amendment to “Rules Governing the Election of Directors”

• vi. Discussion of Release of Directors from Non-Competition Restrictions

• vii. Discussion of Surrender to Subscribe for All or Partial Cash Capital Increase of Existing Spin-off Subsidiary “ Skyla Corporation ”

V. Provisional Motions

VI. Adjournment

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• i. 2017 Business Report

Explanation: Please refer to attachment 1 - 2017 Business Report of the Company.

• ii. Audit Committee’s Review Report on the 2016 Financial Statements Explanation:

• 2017 Financial Statements of the Company have been duly audited by Certified Public Accountant Meng-Chieh Chiu and Certified Public Accountant Tsai-Cheng Tsai of Deloitte Touche Tohmatsu International Taiwan. The aforementioned financial statements, business report, and proposals for Earnings appropriation have been duly reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.

• For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to Attachment 2 & Attachment 3.

• For the Review Report provided by the Audit Committee, please refer to Attachment 4.

iii. Employees and Directors compensation for 2017

Explanation:

1. The Company allocated the profit of 2017 to employees and directors as compensation and were discussed and resolved in the Board of Directors meeting convened on February 27, 2018, all paid in cash.

2. The Company’s Board of Directors resolved 2017 compensation distributed to employees at the amount of NT$ 372,050,801 and to directors at the amount of NT$27,284,118.

iv. Amendment to “Management of Operation of Board Meeting”

Explanation:

1. In order to comply with regulations from competent authorities and to satisfy the Company’s needs, an amendment to “Management of Operation of Board Meeting” is discussed and resolved in the Board of Directors meeting convened on October 30, 2017.

2. Please refer to Attachment 5 for a comparison of the contents before and after amendment.

IV. Proposals and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2017 Financial Statements.

Explanation:

1. 2017 financial statements have been audited by Certified Public Accountant Meng-Chieh Chiu and Certified Public Accountant Tsai-Cheng Tsai of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 27, 2018.

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

2. For the business report for Year 2017, please refer to Attachment 1.

3. For the financial statements for Year 2017, please refer to Attachments 2 & 3.

4. Please proceed to adopt.

Resolution:

Proposed by the Board of Directors

ii. Proposal: Adoption of the Proposal for Appropriation of 2017 Earnings

Explanation:

1. The proposal for Lite-on Technology’s (the Company) 2017 appropriation of earnings was already resolved in the Board of Directors meeting convened on February 27, 2018.

2. In Fiscal Year 2017, the Company made a net profit of NT$2,629,334,280. By adding unallocated retained earnings of the previous year of NT$7,505,763,588, deducting adjustments on the equity method investments of NT$9,586,291, deducting adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$31,758,290, setting aside 10% of net profit as legal reserve of NT$262,933,428 and special reserve of NT$1,367,075,785, total distributable earnings for the year amounted to NT$8,463,744,074.

3. The profit to be distributed among shareholders shall be NT$ 963,855,483 in cash dividends (NT$0.41 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 6.

4. 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.

5. For distribution of cash dividends, 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 after resolution is made in this shareholders’ meeting.

6. Please proceed to adopt.

Resolution

Proposed by the Board of Directors

iii. Proposal: Adoption of the Proposal for Cash Distribution from Capital Surplus

Explanation:

1. The Company proposed a cash distribution of NT$5,900,676,250 from the capital surplus (the excess paid over the par value of the common shares issued of NT$5,900,676,250) in accordance with Article 241 of the Company Act. The distribution will be NT$2.51 per share to shareholders recorded on the ex-dividend base day.

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1. The cash distribution from capital surplus 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 distribution from capital surplus is met.

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 cash distribution from capital surplus, it is proposed that the Board of Directors be authorized to determine the ex-dividend date, payment date and to put it into promulgation as required by law after resolution is made in this shareholders’ meeting.

4. Please proceed to adopt.

Resolution

Proposed by the Board of Directors

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

1. In order to satisfy the Company’s needs, an amendment to “The Articles of Incorporation” is proposed.

2. Please refer to Attachment 7 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.

Resolution:

Proposed by the Board of Directors

v. Proposal: Amendment to “Rules Governing the Election of Directors”, please discuss and resolve.

Explanation:

1. Pursuant to the amendment of regulations from competent authorities, an amendment to “Rules Governing the Election of Directors” is proposed.

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

3. Please discuss and resolve.

Resolution:

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Proposed by the Board of Directors

vi. Proposal: Proposal of release of directors from non-competition restrictions, please discuss and resolve .

Explanation:

1. In order to comply with the Article 209 of Company Act, “if a Director’s act on his/her or others’ behalf falls within the scope of the Company's business, the Director shall illustrate to the shareholders the gist of such act, and obtain the shareholders’ approval.”

2. In view of the diversification needs of the Company’s and that directors (including independent directors) might act in their own interests on matters within the Company’s business scopes, it is proposed to release the non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests.

3. The detail of release of directors from non-competition restrictions, please refer to Attachment 9 。

4. Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

vii. Proposal ： Proposal of Lite-On Technology Corp. plan to surrender to subscribe for all or partial cash capital increase of existing spin-off subsidiary “Skyla Corporation” , 。 please discuss and resolve

Explanation ：

1. To facilitate organization restructure and work specialization, Board of the company had resolved to spin-off medical business unit to “Skyla Corporation” and gain 100% share based ” 。 on the article 36-1 of “Enterprise merger and acquisition act on November 23, 2017.

2. “Skyla Corporation” plan to increase capital by cash in order to meet future operation needs. The company propose to annual meeting of shareholder to get approval to surrender all or partial cash capital increase of “Skyla Corporation” within one year of spin-off registration approval date. The cash capital increase of “Skyla Corporation” will be subscribed by its own management team and employees.

3. The cash capital increase amount and issue price per share of “Skyla Corporation” within one year of spin-off registration approval date will not exceed NT$115,200,000 and not lower than NT$10 per share.

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1. The plan of the company to surrender all of partial cash capital increase is based on article 53-25 of “Operating Rules of the Taiwan Stock Exchange Corporation” and propose to the company’s 2018 annual meeting of shareholder for resolution.

Resolution ：

V. Provisional Motions

VI. Adjournment

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Attachment 1

Lite-On Technology Corporation Business Report

Dear Shareholders,

In 2017, LITE-ON continued its effort to transform the group by focusing on IoT applications in cloud computing, LED lighting, auto electronics, biomedicine, and industrial automation as its five key areas of transformation. In particular, cloud applications, LED and other lighting, and consumer electronics contributed to close to 40% of the revenue in 2017. The percentage reflected LITE-ON's success in developing new business enterprises and transforming itself in recent years. LITE-ON's global consolidated revenue amounted to NT$214.564 billion in the year. The net profit after taxes was NT$2.629 billion after a one-time goodwill and equipment impairment of NT$6.98 billion recognized for the mobile device business and inventory adjustments for photonics products. The EPS was NT$1.13 for the year. The impairment of assets was accounting treatment in compliance with IAS 36. No actual cash outflow occurred, and therefore the impairment had no impact on the overall working capital. Future directions for the mobile device business segment include process optimization on an ongoing basis and integration of product strategies and product lines in order to improve efficiency and move to smaller but more sophisticated operations and profit models, thereby increasing long term gains for shareholders, customers, and employees.

Business Performance

Since the integration of group resources and organizations in 2014, LITE-ON has been focusing on profitability, sound governance, and improving shareholders' returns as our main operation strategies and active effort to transform our business. In 2017, more resources were invested in market segments showing a stronger growth momentum. Cloud computing, LED components, outdoor/auto lighting, auto electronics, AI smart home systems, and gaming markets all returned positive results. In the opto-electronics business, invisible LED application gained market share, and LED component reported impressive revenue growth. LED vehicle lighting and street light continued to grow. In the Information technology business, the power supply segment's revenue growth was fueled by growth in high-end cloud servers, networking power management systems, AI smart home systems, game consoles and other power-related products. Meanwhile, market shares in keyboard, mouse and other computer peripherals rose, and the gaming computer application business continued to grow. Furthermore, regarding smart auto electronic applications, products that have been successfully launched included T-Box telematics systems, V2X, windshield hub, advanced driver-assistance systems (ADAS), auto camera modules, auto wireless charging systems, and electric vehicle charging stations.

On the whole, manufacturers around the world in recent years have been facing challenges in China's rising prominence in the global value chain and Southeast Asian countries' taking over labor intensive industries from China. These challenges, combined with factors such as fast technological revolution in industries, production technology upgrades, threat of climate change, and carbon emission control, are turning the global value chain from globalization to localization. As more and more clients respond to the trend, LITE-ON started investing heavily in a global network in 2017. For example, LITE-ON increased production capacity at Kaohsiung Operations Center, China Research and Development Center, and several sites,

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and made active efforts to enter the Middle East, India, and Southeast Asia. LITE-ON, through a joint venture with Tsinghua Unigroup, has entered into China's storage market. Meanwhile, more investment was made in automated production, digital management, and advanced manufacturing. QFD is expected to be implemented in R&D processes to achieve process optimization through manufacturing engineering. By becoming more competitive in intelligent manufacturing, LITE-ON secures its market leading advantage in mass production.

Corporate Social Responsibility

We at LITE-ON believe that business activities must be sustainable and a sustainable society and a sustainable environment are part of the corporate social responsibility. Therefore, we are always exploring opportunities and fields in which the CSER Code of Conduct can be implemented. We adopt the standards and regulations under the United Nations' sustainable development goals (SDGs) as the assessment guidelines. Lite-On, at the beginning of 2018, was included in the first Top 100 Global Technology Companies compiled by Thomson Reuters. The eight pillars of performance were financial, management and investor confidence, risk and resilience, legal compliance, innovation, people and social responsibility, and environmental impact, and reputation. Nationally, LITE-ON has received CommonWealth Magazine's CSR Award for eleven consecutive years and a TCSA Gold Award in the Corporate Sustainability Report Award category four times. Internationally, Lite-On has been listed as a constituent stock on the Dow Jones Sustainability Index (DJSI) for seven years in a row and a place on the Morgan Stanley (MSCI) Sustainability Report for four years in a row.

Future Outlook

For LITE-ON, 2017 was a year of overcoming challenges, be them in restructuring of the mobile device business segment or in starting new businesses in the market. Nevertheless, Lite-On has been a team that tackles challenges straight on and tries to find better solutions, make constructive decisions, and ultimately overcome all challenges. This is a necessary process for a company looking to transform and adjust itself. Going forward into 2018, LITE-ON plans to transfer some of the key business operations and assets of the mobile imaging business segment to LuxVisions Innovation Limited by means of transfer of business operations. The business operations to be transferred are the operations and assets under the camera module department, including inventory, machines and equipment, teams, technologies and intellectual property rights, client/supplier relationships, and product warranty liabilities. The price of the transaction is currently set at US$360 million plus rights to a 10% stake in LuxVisions Innovation Limited. The transaction will provide the camera module department with the resources it needs for further growth. Meanwhile, LITE-ON continues to focus on developing new businesses and transforming itself to specialize in cloud computing, LED components and outdoor/auto lighting, auto electronics, smart healthcare, and industrial automation.

Standing at the beginning of a new year, LITE-ON intends to accelerate its effort to make the company more competitive as a whole. As the global value chain moves up the next level, LITE-ON takes an entrepreneurial approach to self-transformation and accelerates quickly to prove its strength in overtaking competitors. We strive for healthy growth and excellent business results under One LITE-ON. We work hard in the hope to win continuing support and recognition from our colleagues, clients, suppliers, and business partners.

LITE-ON Chairman LITE-ON Vice Chairman & CEO Raymond Soong Warren Chen

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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, 2017 and 2016, and the statements 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, 2017 and 2016, and its 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.

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, 2017. 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, 2017, the key audit matters to the Company’s 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 receivable balances and overdue balances, and we evaluated the reasonableness of management’s estimation of the allowance for impairment loss.

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For a summary of the significant accounting policies on trade receivables and 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 and allowance for impairment loss for 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 computer audit sampling procedures to test the correctness of trade receivable aging reports. 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 the approval of client credit terms and examined reversals in the subledger of trade receivables in order to assess the effectiveness of internal controls relevant to allowance for impairment loss for trade receivables.

Allowance for Inventory Valuation Loss

The value of inventory is affected by the volatility of market demand and 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 whether 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 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 reports classified by product types and the reasonableness of the percent of allowance for inventory valuation loss; this assessment included the implementation of computer audit sampling procedures to test the correctness of the inventory aging reports. We compared the amount of allowance 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 that 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 account books and compared it with data from the physical inventory counts to test the existence and completeness of management’s assumptions. Through physical inventory counts, we evaluated the conditions of the inventory and, in turn, the appropriateness of the allowance estimated by management.

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Impairment Loss for Property, Plant and Equipment, Intangible Assets (Including Goodwill) and Investments Accounted for Using the Equity Method

Management should assess, on the date of the balance sheets, any indication of impairment to property, plant and equipment and 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 these assets belong. Due to the complexity of this impairment estimation, in our audit, we focused on whether the estimation was made in accordance with IAS 36 to ensure that all assets’ carrying amounts did not exceed their respective recoverable amounts.

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 (including goodwill) 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 our firm experts on the reasonableness of management’s impairment assessments and assumptions, including its cash generating unit classifications, cash flow predictions, discount rates, etc.

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 the 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.

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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.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2017 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 Meng-Chieh Chiu and Tsai-Cheng Tsai.

Deloitte & Touche Taipei, Taiwan Republic of China February 27, 2018

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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LITE-ON TECHNOLOGY CORPORATION Attachment 2-1

BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (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 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 (Note 8) Investments accounted for using the equity method (Note 12) Property, plant and equipment, net (Note 13) Intangible assets, net (Note 14) Deferred tax assets (Note 21) Refundable deposits Prepaid investments Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Financial liabilities at fair value through profit or loss (Note 7) Notes payable Trade payables Trade payables to related parties (Note 25) Other payables Other payables to related parties (Note 25) Current tax liabilities Provisions (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 (Note 17) Guarantee deposits Credit balance of investments accounted for using the equity method (Note 12) Total non-current liabilities Total liabilities EQUITY Share capital Ordinary shares Capital surplus Additional paid-in capital from share issuance in excess of par value Bond conversions Treasury share transactions Difference between consideration and carrying amounts adjusted arising from changes in percentage of ownership of subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Mergers 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 Gain on financial instruments in cash flow hedging securities Total other equity Treasury shares Total equity TOTAL		2017 Amount % $ 7,536,265 6 - - - - 1,436 - 27,927,833 20 11,950,083 9 469,072 - 255,156 - 7,783,026 6 571,383 - 56,494,254 41 225,698 - 303,997 - 64,705,045 47 6,654,089 5 5,995,675 4 2,632,621 2 106,050 - 1,624,770 1 6,470 - 82,254,415 59 $ 138,748,669 100 $ 17,291,220 12 43,447 - 630 - 6,641,532 5 28,659,451 21 10,420,554 7 121,456 - 1,706,487 1 715,037 1 1,301,833 1 - - 66,901,647 48 - - 1,131,711 1 126,851 - 16,018 - 60,964 - 1,335,544 1 68,237,191 49 23,508,670 17 9,372,488 7 7,462,138 6 400,329 - 49,019 - 276,782 - 10,015,194 7 27,575,950 20 11,786,967 9 1,338,878 1 10,093,753 7 23,219,598 17 (2,528,893) (2) (18,497) - 3,372 - (2,544,018) (2) (1,248,722) (1) 70,511,478 51 $ 138,748,669 100		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

The accompanying notes are an integral part of the financial statements

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LITE-ON TECHNOLOGY CORPORATION Attachment 2-2

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (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 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 NON-OPERATING INCOME AND EXPENSES Share of profit of subsidiaries and associates Interest income Dividend income Other income (Note 25) Net gain (loss) on disposal of property, plant and equipment Net gain on disposal of investments Net gain (loss) on foreign currency exchange Net gain (loss) on financial assets with fair value through profit or loss Finance costs Other expenses Impairment loss (Notes 11, 12, 13 and 14) Total non-operating income and expenses		2017 Amount % $ 143,873,976 103 808,758 - 3,822,614 3 139,242,604 100 124,507,607 89 14,734,997 11 - - 143,082 - 14,878,079 11 2,815,608 2 4,790,239 3 3,841,727 3 11,447,574 8 3,430,505 3 2,119,142 1 83,785 - 6,968 - 820,996 1 28,385 - 151,047 - 491,036 - (94,466) - (386,589) - (44,615) - (5,186,588) (4) (2,010,899) (2)		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 (22,973) - 4,318 - (28,322) - 90,209 - (308,094) - (231,216) - (341,670) - 5,999,090 4 (Continued)

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LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 22) From continuing operations Basic Diluted PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Note 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (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 benefit 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 on available-for-sale financial assets Share of other comprehensive loss of subsidiaries and associates accounted for using the equity method Income tax benefit 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 PERIOD		$1.13 $1.13 2017 Amount % $ 1,419,606 1 1,209,728 1 2,629,334 2 (38,263) - (9,586) - 6,505 - (41,344) - (1,571,489) (1) 156,525 - (83,495) - 276,713 - (1,221,746) (1) (1,263,090) (1) $ 1,366,244 1		2016
				$4.05 $4.00 Amount % $ 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

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

(Concluded)

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LITE-ON TECHNOLOGY CORPORATION Attachment 2-3

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Special reserve Cash dividends - 21.9% Share dividends - 0.5% Other changes in capital surplus Changes in percentage of ownership interests in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Share dividends of employees transferred to capital Changes in capital surplus from cash dividends of the Company paid to subsidiaries Net profit for the year ended December 31, 2016 Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax Total comprehensive income (loss) for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016 Appropriation of 2016 earnings Legal reserve Special reserve Cash dividends - 29.2% Other changes in capital surplus Changes in percentage of ownership interest in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Changes in capital surplus from cash dividends of the Company paid to subsidiaries Net profit for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017		Issue of Share Capital (Note 18) Shares (In Thousands) Amount 2,334,928 $ 23,349,283 - - - - - - 11,675 116,746 - - - - 4,264 42,641 - - - - - - - - 2,350,867 23,508,670 - - - - - - - - - - - - - - - - - - 2,350,867 $ 23,508,670			Capital Surplus (Note 18)	Capital Surplus (Note 18)		Total $ 27,326,434 - - - - 2,376 (5,260 ) 120,885 53,284 - - - 27,497,719 - - - 3,407 3,295 71,529 - - - $ 27,575,950		Retained Earnings (Notes 18 and 21)	Total $ 23,366,328 - - (5,113,493 ) (116,746 ) - - - - 9,416,351 (56,300) 9,360,051 27,496,140 - - (6,864,532 ) - - - 2,629,334 (41,344) 2,587,990 $ 23,219,598			Other Equity (Note 18)	Other Equity (Note 18)	Total Treasury Shares (Note 18) $ 3,195,188 $ (1,248,722 ) - - - - - - - - - - - - - - - - - - (4,517,460) - (4,517,460) - (1,322,272 ) (1,248,722 ) - - - - - - - - - - - - - - (1,221,746) - (1,221,746) - $ (2,544,018) $ (1,248,722)	Total Equity $ 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 - - (6,864,532 ) 3,407 3,295 71,529 2,629,334 (1,263,090) 1,366,244 $ 70,511,478
				Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 9,251,603 - - - - - - 120,885 - - - - 9,372,488 - - - - - - - - - $ 9,372,488	Bond Conversions Treasury Share Transactions $ 7,462,138 $ 275,516 - - - - - - - - - - - - - - - 53,284 - - - - - - 7,462,138 328,800 - - - - - - - - - - - 71,529 - - - - - - $ 7,462,138 $ 400,329	Difference Between Consideration and Carrying Amounts Adjusted Changes in Capital Surplus from Arising from Investments in Changes in Percentage of Associates Accounted for Ownership of Subsidiaries Using the Equity Method $ 43,236 $ 278,747 - - - - - - - - 2,376 - - (5,260 ) - - - - - - - - - - 45,612 273,487 - - - - - - 3,407 - - 3,295 - - - - - - - - $ 49,019 $ 276,782	Mergers $ 10,015,194 - - - - - - - - - - - 10,015,194 - - - - - - - - - $ 10,015,194
													Exchange Differences on Translating Foreign Operations $ 3,347,902 - - - - - - - - - (4,543,586) (4,543,586) (1,195,684 ) - - - - - - - (1,333,209) (1,333,209) $ (2,528,893)	Unrealized Gain (Loss) on Available-for- sale Financial Assets $ (152,714 ) - - - - - - - - - 26,126 26,126 (126,588 ) - - - - - - - 108,091 108,091 $ (18,497)	Cash Flow Hedges $ - - - - - - - - - - - - - - - - - - - - 3,372 3,372 $ 3,372
		Shares (In Thousands) 2,334,928 - - - 11,675 - - 4,264 - - - - 2,350,867 - - - - - - - - - 2,350,867								Legal Reserve Special Reserve Unappropriated Earnings $ 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 16,252,206 941,635 - (941,635 ) - 940,276 (940,276 ) - - (6,864,532 ) - - - - - - - - - - - 2,629,334 - - (41,344) - - 2,587,990 $ 11,786,967 $ 1,338,878 $ 10,093,753

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

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Attachment 2-4

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss recognized (reversed) on trade receivables Net loss (gain) on fair value change of financial assets designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Net loss (gain) on disposal of property, plant and equipment Net gain on disposal of available-for-sale financial assets Net gain on disposal of investments accounted for using the 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 net gain on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities Financial instruments held for trading Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories 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	2017 $ 1,419,606 662,204 385,326 (12,190) 94,466 386,589 (83,785) (6,968) (2,119,142) (28,385) (49,598) (101,449) 10,662 4,822,143 - (143,082) (208,823) 144,788 62,935 (192) (255,314) 2,721,891 (163,349) 134,691 1,568,443 (28,248) 628 (1,366,169) (3,728,529) (174,543) (78,424) (286,927) 6,517 25,330 3,611,102 93,142 6,968 (378,097) (862,359) 2,470,756	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

(Continued)

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LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets Purchase of debt instruments with no active market Proceeds from sale of debt investments with no active market Acquisition of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Increase in prepaid investments Proceeds from capital reduction of investments accounted for using the 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 (increase) in other non-current assets Dividends received from subsidiaries and associates Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from (repayments of) short-term borrowings Repayments of long-term borrowings Refund of guarantee deposits received Cash dividends 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	2017 $ (15,110) 298,632 - 6,360 (7,286,445) 195,899 (1,624,770) 35,261 (656,183) 33,510 11,793 (192,711) (71) 18,153,782 8,959,947 7,164,540 (12,000,000) (3,643) (6,864,532) (11,703,635) (272,932) 7,809,197 $ 7,536,265	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

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

(Concluded)

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Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Lite-On Technology Corporation

Opinion

We have audited the accompanying consolidated financial statements of Lite-On Technology Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheet as of December 31, 2017 and 2016, 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, 2017 and 2016, 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, 2017. 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.

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For the year ended December 31, 2017, 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 significant accounting policies, 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 and impairment loss for 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 computer audit sampling procedures to test the correctness of trade receivable aging reports. 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 the approval of client credit terms and examined reversals in the subledger of trade receivables in order to assess the effectiveness of internal controls relevant to trade receivables.

Allowance for Inventory Valuation Loss

The value of inventory is affected by the volatility of market demand and 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 whether 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 significant accounting policies, 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 inventory aging reports classified by product types and the reasonableness of the percent of allowance for inventory valuation loss; this assessment included the implementation of computer audit sampling procedures to test the correctness of inventory aging reports. We compared the amount of allowance 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. 23 -

4. We obtained year-end inventory quantities from the inventory account books and compared it with data from the physical inventory counts to test the existence and completeness of management’s assumptions. Through physical inventory counts, 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 statement 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 whether the estimation was made in accordance with IAS 36 to ensure that all assets’ carrying amounts did not exceed their respective 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 15 and 17 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. 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 its cash generating unit classifications, cash flow predictions, discount rates, etc.

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, 2017 and 2016 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.

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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 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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 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 Meng-Chieh Chiu and Tsai-Cheng Tsai.

Deloitte & Touche Taipei, Taiwan Republic of China

February 27, 2018

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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Attachment 3-1

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (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, net Trade receivables, net (Note 10) Trade receivables from related parties (Note 31) Other receivables Other receivables from related parties (Note 31) Inventories, net (Note 11) Non-current assets held for sale (Note 13) Other current assets (Note 18) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets (Note 8) Debt instruments with no active market (Note 9) Investments accounted for using the equity method (Note 14) Property, plant and equipment, net (Note 15) Investment properties, net (Note 16) Intangible assets, net (Note 17) Deferred tax assets (Note 25) Refundable deposits Prepaid investments Other non-current assets (Note 18) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 19) Financial liabilities at fair value through profit or loss (Note 7) Notes payable Trade payables Trade payables to related parties (Note 31) Other payables Other payables to related parties (Note 31) Current tax liabilities Provisions (Note 21) Advance receipts Current portion of long-term borrowings (Note 19) Finance lease payables (Note 20) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings, net of current portion (Note 19) Deferred tax liabilities (Note 25) Finance lease payables, net of current portion (Note 20) Net defined benefit liabilities (Note 22) Guarantee deposits Credit balance of investments accounted for using the equity method (Note 14) Total non-current 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 conversions Treasury share transactions Difference between consideration and carrying amounts adjusted arising from changes in percentage of ownership of subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Mergers 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 Gain on financial instruments in cash flow hedging securities Total other equity Treasury shares Total equity attributable to owners of the Parent Company NON-CONTROLLING INTERESTS Total equity TOTAL		2017 Amount % $ 57,783,860 30 101,677 - 911,783 1 282,316 - 52,037,732 27 79,288 - 1,364,028 1 2,806 - 28,312,572 15 815,143 - 3,372,102 2 145,063,307 76 513,129 - 573,085 - 3,681,951 2 22,490,411 12 1,426,134 1 9,828,658 5 3,614,920 2 641,387 - 1,354,950 1 807,825 1 44,932,450 24 $ 189,995,757 100 $ 30,155,790 16 147,052 - 38,797 - 56,152,649 30 803,894 - 21,123,576 11 19,927 - 3,221,310 2 866,119 - 2,049,789 1 16,204 - 1,600 - 114,596,707 60 178 - 1,324,792 1 1,764 - 224,025 - 80,862 - - - 1,631,621 1 116,228,328 61 23,508,670 12 9,372,488 5 7,462,138 4 400,329 - 49,019 - 276,782 - 10,015,194 6 27,575,950 15 11,786,967 6 1,338,878 1 10,093,753 5 23,219,598 12 (2,528,893 ) (1 ) (18,497 ) - 3,372 - (2,544,018) (1) (1,248,722) (1) 70,511,478 37 3,255,951 2 73,767,429 39 $ 189,995,757 100		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

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

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LITE-ON TECHNOLOGY CORPORATION AND Attachment 3-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 24 and 31) Less: Sales allowance Sales returns Total operating revenue COST OF GOODS SOLD (Notes 11, 27 and 31) GROSS PROFIT OPERATING EXPENSES (Notes 27 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of profit of associates Interest income Dividend income Other income (Notes 28 and 31) Net gain 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, 15 and 17) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR		2017 Amount % $ 220,857,071 103 5,075,609 2 1,217,140 1 214,564,322 100 186,854,505 87 27,709,817 13 6,774,460 3 6,175,520 3 6,415,873 3 19,365,853 9 8,343,964 4 170,309 - 1,365,837 - 39,811 - 1,401,724 1 179,115 - 226,478 - 341,680 - (603,844) - (937,955) (1) (96,747) - (7,058,778) (3) (4,972,370) (3) 3,371,594 1 (740,463) - 2,631,131 1		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 (Continued)

• 28 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22, 23 and 25) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of the other comprehensive loss of associates accounted for using the equity method Income tax benefit 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 on available-for-sale financial assets Share of the other comprehensive loss of associates for using the equity method Income tax benefit 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		2017 Amount % $ (43,909) - (9,920) - 9,552 - (44,277) - (1,591,874) - 100,061 - (64,169) - 287,498 - (1,268,484) - (1,312,761) - $ 1,318,370 1 $ 2,629,334 1 1,797 - $ 2,631,131 1 $ 1,366,244 1 (47,874) - $ 1,318,370 1		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 (Continued)

• 29 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 26) From continuing operations Basic Diluted	2017 Amount % $1.13 $1.13	2016
		Amount % $4.05 $4.00

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

• 30 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 3-3

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

BALANCE AT JANUARY 1, 2016 Appropriation of the 2015 earnings Legal reserve Special reserve Cash dividends - 21.9% Share dividends - 0.5% Effect of deconsolidation of subsidiaries (Note 28) Changes in non-controlling interests Other changes in capital surplus Changes in percentage of ownership interest in subsidiaries Changes in capital surplus from investments in associates accounted for by using the equity method Share dividends of employees transferred to capital Changes in capital surplus from cash dividends of the Parent Company paid to subsidiaries Net profit (loss) for the year ended December 31, 2016 Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax Total comprehensive income (loss) for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016 Appropriation of the 2016 earnings Legal reserve Special reserve Cash dividends - 29.2% Changes in non-controlling interests Other changes in capital surplus Changes in percentage of ownership interest in subsidiaries Changes in capital surplus from investments in associates accounted for by using the equity method Changes in capital surplus from cash dividends of the Parent Company paid to subsidiaries Net profit for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017									Equity Att	ributable to Own	ers of the Parent Company	ers of the Parent Company							Treasury Non-controlling Shares Interests (Note 23) (Notes 23) $ (1,248,722 ) $ 3,695,082 - - - - - - - - - (26,985 ) - (59,863 ) - - - - - - - - - (43,787 ) - (215,546) - (259,333) (1,248,722 ) 3,348,901 - - - - - - - (45,076 ) - - - - - - - 1,797 - (49,671) - (47,874) $ (1,248,722) $ 3,255,951	Total Equity $ 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 - - (6,864,532 ) (45,076 ) 3,407 3,295 71,529 2,631,131 (1,312,761) 1,318,370 $ 73,767,429
		Issue of Share Capital(Note 23) Shares (In Thousands) Amount 2,334,928 $ 23,349,283 - - - - - - 11,675 116,746 - - - - - - - - 4,264 42,641 - - - - - - - - 2,350,867 23,508,670 - - - - - - - - - - - - - - - - - - - - 2,350,867 $ 23,508,670				Capital Surplus (Note 23)				Total $ 27,326,434 - - - - - - 2,376 (5,260 ) 120,885 53,284 - - - 27,497,719 - - - - 3,407 3,295 71,529 - - - $ 27,575,950	R	etained Earnings (Notes 23 and 25)	Total $ 23,366,328 - - (5,113,493 ) (116,746 ) - - - - - - 9,416,351 (56,300) 9,360,051 27,496,140 - - (6,864,532 ) - - - - 2,629,334 (41,344) 2,587,990 $ 23,219,598			Other Equity (Note 23)		Total $ 3,195,188 - - - - (3,320 ) - - - - - - (4,514,140) (4,514,140) (1,322,272 ) - - - - - - - - (1,221,746) (1,221,746) $ (2,544,018)
			P	Additional aid-in Capital from Share Issuance in Excess of Par Value $ 9,251,603 - - - - - - - - 120,885 - - - - 9,372,488 - - - - - - - - - - $ 9,372,488	Bond Conversions $ 7,462,138 - - - - - - - - - - - - - 7,462,138 - - - - - - - - - - $ 7,462,138	Treasury Share Transactions $ 275,516 - - - - - - - - - 53,284 - - - 328,800 - - - - - - 71,529 - - - $ 400,329	Difference Between Consideration and Carry Amounts Adjusted Arising from I Changes in Percentage of Ownership in Subsidiaries $ 43,236 - - - - - - 2,376 - - - - - - 45,612 - - - - 3,407 - - - - - $ 49,019	Changes in Capital Surplus from nvestments in Associates Accounted for Using Equity Method $ 278,747 - - - - - - - (5,260 ) - - - - - 273,487 - - - - - 3,295 - - - - $ 276,782	Mergers $ 10,015,194 - - - - - - - - - - - - - 10,015,194 - - - - - - - - - - $ 10,015,194
															Exchange Differences on Translating Foreign Operations $ 3,347,902 - - - - (3,320 ) - - - - - - (4,540,266) (4,540,266) (1,195,684 ) - - - - - - - - (1,333,209) (1,333,209) $ (2,528,893)	Unrealized Gain (Loss) on Available-for- sale Financial Assets $ (152,714 ) - - - - - - - - - - - 26,126 26,126 (126,588 ) - - - - - - - - 108,091 108,091 $ (18,497)	Cash Flow Hedges $ - - - - - - - - - - - - - - - - - - - - - - - 3,372 3,372 $ 3,372
		Shares (In Thousands) 2,334,928 - - - 11,675 - - - - 4,264 - - - - 2,350,867 - - - - - - - - - - 2,350,867									Legal Reserve $ 10,123,042 722,290 - - - - - - - - - - - - 10,845,332 941,635 - - - - - - - - - $ 11,786,967	Special Unappropriated Reserve Earnings $ 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 - (941,635 ) 940,276 (940,276 ) - (6,864,532 ) - - - - - - - - - 2,629,334 - (41,344) - 2,587,990 $ 1,338,878 $ 10,093,753

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

• 31 -

Attachment 3-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss recognized (reversed) 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 Net loss on disposal of property, plant and equipment Gain on deconsolidation of subsidiaries (Note 28) Net gain on disposal of available-for-sale financial assets Net gain on disposal of investments accounted for using the equity method Impairment loss recognized on financial assets Impairment loss recognized on non-financial assets Unrealized net gain on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities Financial instruments held for trading Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets 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	2017 $ 3,371,594 5,675,601 421,386 (14,132) (341,680) 603,844 (1,365,837) (39,811) (170,309) 96,747 - (49,598) (129,517) 26,554 8,054,479 (140,908) 149,804 427,387 87,012 7,499,616 (19,110) (284,175) 3,033 (3,340,153) (874,201) 20,414 (4,995,977) (200,185) (1,506,621) 10,499 (311,752) 184,462 89,129 12,937,595 1,370,650 39,811 (598,421) (2,596,455) 11,153,180	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

(Continued)

1

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets Purchase of debt investments with no active market Proceeds from sale of debt investments with no active market Proceeds from disposal of investments accounted for using the equity method Increase in prepaid investments Net cash inflow on deconsolidation of subsidiaries (Note 28) 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 Increase in other non-current assets Dividend received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of long-term borrowings Proceeds from (refunds of) guarantee deposits received Decrease in finance lease payables Cash dividends Changes in non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS 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	2017 $ (15,110) 298,632 - 17,548 246,708 (1,354,950) - (4,204,726) 84,065 (140,276) (228,654) 17,688 (67,148) 95,057 (5,251,166) 16,066,496 - (19,528,450) (6,273) (1,567) (6,793,003) (47,305) (10,310,102) (3,016,543) (7,424,631) 65,208,491 $ 57,783,860	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) (5,060,184) (94,185) (9,333,641) (1,385,506) (293,316) 65,501,807 $ 65,208,491

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

(Concluded)

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Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2018, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2017 Business Report, Financial Statements and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Meng-Chieh Chiu and Tsai-Cheng Tsai 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. Albert Hsueh February 27 2018

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Attachment 5

Lite-On Technology Corporation Comparison Table of Amendments to the Regulation and Procedure for Board of Directors Meetings

AFTER Amendment BEFORE Amendment Description The matters listed below as they Article 12 The matters listed below as they Amendments pursuant to the Regulations relate to Lite-On Technology relate to Lite-On Technology Governing Procedure Corporation shall be raised for Corporation shall be raised for for Board of Directors discussion at a board meeting: discussion at a board meeting: Meetings of Public

Amendments pursuant to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies and Article 14-3 of the Securities and Exchange Act.

AFTER Amendment	BEFORE Amendment	Description
		Amendments pursuant to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies and Article 14-3 of the Securities and Exchange Act.
Article 12 The matters listed below as they relate to Lite-On Technology Corporation shall be raised for discussion at a board meeting: A. Lite-On Technology Corporation's business plan. B. Annual financial reports. C. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system. D. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others. E. The offering, issuance, or private placement of equity-type securities. F. The appointment or discharge of a financial, accounting, or internal audit officer. G. The hiring or dismissal of a certified public accountant, or their compensation. H. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following	Article 12 The matters listed below as they relate to Lite-On Technology Corporation shall be raised for discussion at a board meeting: A. Lite-On Technology Corporation's business plan. B. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). C. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Act. D. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others. E. The offering, issuance, or private placement of equity-type securities. F. The appointment or discharge of a financial, accounting, or internal audit officer. G. A donation to a related party or a major donation to a non-related party, provided that apublic-interest

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board of directors meeting for retroactive recognition. I. Any matter that, under laws, regulations, or bylaws, must be approved by resolution at a shareholders’ meeting or board meeting, or any material matter as may be prescribed by the competent authority.

The term "related party" in Subparagraph 8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD 100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

Each meeting of Lite-On Technology Corporation's board of directors shall be attended by at least one independent director in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Paragraph 1, all independent directors shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to

donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. H. Any matter that, under laws, regulations, or bylaws, must be approved by resolution at a shareholders’ meeting or board meeting, or any material matter as may be prescribed by the competent authority.

The term "related party" in Subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD 100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

Each independent director shall attend in person any meeting concerning a matter that requires a resolution by the board of directors under Article 14-5 of the Act, or shall appoint another independent director to attend as his or her proxy. If an independent

5

attend as his or her proxy. if an independent director expresses an objection or reservation, the matter shall be recorded in the board meeting minutes; if an independent director intends to express an objection or reservation but is unable to attend the meeting in person, then unless there is a legitimate reason to do otherwise, that director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes.

Article 14 Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.

The matters, except for annual financial reports, that are required to be approved by the Audit Committee and submitted to the board of directors for resolution pursuant to Article 14-5 of the Securities and Exchange Act may be passed with the consent of two thirds or more of the entire board of directors in the absence of the Audit Committee's approval. All such decisions shall be included with the Audit Committee's resolutions in the board meeting minutes.

When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any one among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

If a vote on a proposal requires monitoring and counting personnel,

director objects to or expresses reservations about the matter, it shall be recorded in the board meeting minutes; an independent director intending to express objection or reservations but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Article 14 Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.

The matters, except for annual and semi-annual financial reports, that are required to be approved by the Audit Committee and submitted to the board of directors for resolution pursuant to Article 14-5 of the Securities and Exchange Act may be passed with the consent of two thirds or more of the entire board of directors in the absence of the Audit Committee's approval. All such decisions shall be included with the Audit Committee's resolutions in the board meeting minutes.

When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any one among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

If a vote on a proposal requires

Amendments pursuant to the Article 6 of the Audit Committee Organizational Rules.

6

the chair shall appoint such monitoring and counting personnel, providing that all personnel, the chair shall appoint monitoring personnel shall be such personnel, providing that all directors. monitoring personnel shall be Voting results shall be made known directors. on-site immediately and recorded in Voting results shall be made writing. known on-site immediately and recorded in writing. Add new date of Article 20 These Rules were established on Article 20 These Rules were established on amendment November 24, 2006. November 24, 2006. The first amendment was made on April The first amendment was made on April 25, 2007 and implemented by the 7th 25, 2007 and implemented by the 7th board of directors on June 21, 2007. board of directors on June 21, 2007. The second amendment was made on The second amendment was made on April 7, 2008 and implemented on April 7, April 7, 2008 and implemented on April 2008. 7, 2008. The third amendment was made on April The third amendment was made on 28, 2010 and implemented on April 28, April 28, 2010 and implemented on 2010. April 28, 2010. The fourth amendment was made on The fourth amendment was made on October 24, 2012 and implemented on October 24, 2012 and implemented on October 24, 2012. October 24, 2012. The fifth amendment was made on October 30, 2017 and implemented on October 30, 2017.

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Attachment 6 Lite-On Technology Corporation Statement of Earnings Appropriation Year 2017

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$) 7,505,763,588 (9,586,291) (31,758,290) 7,464,419,007

Add: Net profit Less: Legal reserve (10%) Less: Special reserve Distributable earnings

2,629,334,280 (262,933,428) (1,367,075,785) 8,463,744,074

Distribution:

(1) Cash dividends: (NT$ 0.41 /per share) Unallocated earnings, end of year

(963,855,483) 7,499,888,591

Remarks:

1. It is proposed that the Company to distribute cash dividend from retained earnings at NT$ 0.41 per share, and to distribute cash from capital surplus at NT$2.51 per share, a total cash of NT$2.92 per share.

2. The amendment for Income Tax Act was announced by R.O.C. President in February 2018. The act repealed the imputation tax system in the beginning of 2018. In addition, the tax rate applicable to unappropriated earnings for year 2018 will be reduced from 10% to 5%.

3. 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 5% 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.

4. Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and Financial-Supervisory-Securities, No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012 and No. 1010047490 of the Financial Supervisory Commission dated November 21, 2012.

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Attachment 7

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 II	The Company shall engage in the following business: 1. C804020 Manufacture of industry-oriented rubber products. 2. C805050 Manufacture of industry-oriented plastic products. 3. CB01010 Manufacture of machinery & equipment 4. CB01020 Business machinery manufacture. 5. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing 6. CC01030 Manufacture of electrical appliance and audio and visual electronic products. 7. CC01040 Lighting Facilities Manufacturing 8. CC01060 Manufacture of wire communications machinery & equipment. 9. CC01070 Manufacture of wireless communications machinery & equipment. 10. CC01080 Manufacture of electronic parts & components. 11. CC01090 Batteries Manufacturing 12. CC01101 Manufacture of telecommunications controlled frequencyRF equipment	Article II	The Company shall engage in the following business: 1. C804020 Manufacture of industry-oriented rubber products. 2. C805050 Manufacture of industry-oriented plastic products. 3. CB01010 Manufacture of machinery & equipment 4. CB01020 Business machinery manufacture. 5. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing 6. CC01030 Manufacture of electrical appliance and audio and visual electronic products. 7. CC01040 Lighting Facilities Manufacturing 8. CC01060 Manufacture of wire communications machinery & equipment. 9. CC01070 Manufacture of wireless communications machinery & equipment. 10. CC01080 Manufacture of electronic parts & components. 11. CC01090 Batteries Manufacturing 12. CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture.

9

Amended Article No	Amended Article	Original Article No	Original Article	Note
	manufacture. 13. CC01110 Computers and Computing Peripheral Equipments Manufacturing 14. CC01120 Data storage media manufacture and duplication. 15. CC01990 Electrical Machinery, Supplies Manufacturing 16. CD01030 Manufacture of automobile and automobile parts & components. 17. CD01040 Motor Vehicles and Parts Manufacturing 18. CE01010 Precision Instruments Manufacturing 19. CE01030 Manufacture of Optical instrument. 20. CF01011 Medical Materials and Equipment Manufacturing 21. CH01040 Manufacture of toy. 22. CQ01010 Manufacture of mold. 23. E601010 Electric Appliance Construction 24. E603090 Illumination Equipments Construction 25. E801010 Interior decoration services 26. F106030 Mold wholesale. 27. F108031 Wholesale of Drugs, Medical Goods 28. F109070 Cultural, educational,music and		13. CC01110 Computers and Computing Peripheral Equipments Manufacturing 14. CC01120 Data storage media manufacture and duplication. 15. CC01990 Electrical Machinery, Supplies Manufacturing 16. CD01030 Manufacture of automobile and automobile parts & components. 17. CD01040 Motor Vehicles and Parts Manufacturing 18. CE01010 Precision Instruments Manufacturing 19. CE01030 Manufacture of Optical instrument. 20. CF01011 Medical Materials and Equipment Manufacturing 21. CH01040 Manufacture of toy. 22. CQ01010 Manufacture of mold. 23. E603090 Illumination Equipments Construction 24. E801010 Interior decoration services 25. F106030 Mold wholesale. 26. F108031 Wholesale of Drugs, Medical Goods 27. F109070 Cultural, educational, music and recreational article & instrument wholesale. 28. F111090 Building material wholesale

10

Amended Article No	Amended Article	Original Article No	Original Article	Note
	recreational article & instrument wholesale. 29. F111090 Building material wholesale 30. F113010 Machinery wholesale. 31. F113020 Electrical appliance wholesale. 32. F113030 Precise instrument wholesale. 33. F113050 Computer & business machinery & equipment wholesale. 34. F113070 Telecommunication equipment wholesale. 35. F113110 Wholesale of Batteries 36. F114010 Wholesale of Automobiles 37. F114020 Wholesale of Motorcycles 38. F114030 Automobile, motorcycle parts & accessories wholesale. 39. F118010 Information software wholesale. 40. F119010 Electronic material wholesale. 41. F206030 Mold retail. 42. F209060 Cultural, educational, music and recreational article & instrument retail. 43. F211010 Building material retail.		29. F113010 Machinery wholesale. 30. F113020 Electrical appliance wholesale. 31. F113030 Precise instrument wholesale. 32. F113050 Computer & business machinery & equipment wholesale. 33. F113070 Telecommunication equipment wholesale. 34. F113110 Wholesale of Batteries 35. F114010 Wholesale of Automobiles 36. F114020 Wholesale of Motorcycles 37. F114030 Automobile, motorcycle parts & accessories wholesale. 38. F118010 Information software wholesale. 39. F119010 Electronic material wholesale. 40. F206030 Mold retail. 41. F209060 Cultural, educational, music and recreational article & instrument retail. 42. F211010 Building material retail. 43. F213010 Electric appliance retail. 44. F213030 Computer & business machinery & equipment retail.

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Amended Article No	Amended Article	Original Article No	Original Article	Note
	44. F213010 Electric appliance retail. 45. F213030 Computer & business machinery & equipment retail. 46. F213040 Precise instrument retail. 47. F213060 Telecommunication equipment retail. 48. F213080 Machinery & appliance retail. 49. F213110 Retail Sale of Batteries 50. F214010 Retail Sale of Automobiles 51. F214020 Retail Sale of Motorcycles 52. F214030 Automobile, motorcycle parts & accessories retail. 53. F218010 Information software retail. 54. F219010 Electronic material retail. 55. F401010 International trade. 56. F401021 Import of controlled telecommunication frequency RF equipment. 57. G801010 Warehousing services. 58. H701010 Housing and building development, lease and sales. 59. I102010 Investment consultancy.		45. F213040 Precise instrument retail. 46. F213060 Telecommunication equipment retail. 47. F213080 Machinery & appliance retail. 48. F213110 Retail Sale of Batteries 49. F214010 Retail Sale of Automobiles 50. F214020 Retail Sale of Motorcycles 51. F214030 Automobile, motorcycle parts & accessories retail. 52. F218010 Information software retail. 53. F219010 Electronic material retail. 54. F401010 International trade. 55. F401021 Import of controlled telecommunication frequency RF equipment. 56. G801010 Warehousing services. 57. H701010 Housing and building development, lease and sales. 58. I102010 Investment consultancy. 59. I103060 Management consultancy. 60. I301010 Information software services. 61. I301020 Data Processing

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Amended Article No	Amended Article	Original Article No	Original Article	Note
	60. I103060 Management consultancy. 61. I301010 Information software services. 62. I301020 Data Processing Services 63. I501010 Product design business 64. I503010 Landscaping, interior design business. 65. IC01010 Pharmaceuticals Examining Services 66. IG03010 Energy Technical Services 67. ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.		Services 62. I501010 Product design business 63. I503010 Landscaping, interior design business. 64. IC01010 Pharmaceuticals Examining Services 65. IG03010 Energy Technical Services 66. ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.
Article XXIX	The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27,1992 as the 4th		The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27,1992 as the 4th	Added the date for the 28th Amendment

13

Amended Article No	Amended Article	Original Article No	Original Article	Note
	amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15,2004 as the 17th		amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15,2004 as the 17th

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Amended Article No	Amended Article	Original Article No	Original Article	Note
	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 22, 2017 as the 27th amendment The Articles were duly amended on June 22, 2018 as the 28th amendment		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 22, 2017 as the 27th amendment

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Attachment 8

Lite-On Technology Corporation Comparison Table of Amendments to the Rules Governing the Election of Directors

	Directors
AFTER Amendment	BEFORE Amendment	Description
Article 4 During the two years before being elected or during the term of office, independent directors of Lite-On Technology Corporation may not have been or be any of the following: A. An employee of Lite-On Technology Corporation or any of its affiliates. B. A director or supervisor of Lite-On Technology Corporation or any of its affiliates. Exception shall apply to independent directors established by Lite-On Technology Corporation or its subsidiary pursuant to the Securities and Exchange Act or local laws and regulations. C. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of Lite-On Technology Corporation, or ranks among the ten largest natural-person shareholders. D. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.	Article 4 During the two years before being elected or during the term of office, independent directors of Lite-On Technology Corporation may not have been or be any of the following: A. An employee of Lite-On Technology Corporation or any of its affiliates. B. A director or supervisor of Lite-On Technology Corporation or any of its affiliates. Exception shall apply to independent directors established by Lite-On Technology Corporation or its subsidiary pursuant to the Securities and Exchange Act or local laws and regulations. C. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of Lite-On Technology Corporation, or ranks among the ten largest natural-person shareholders. D. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the precedingthree	Amendments pursuant to the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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E. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of Lite-On Technology Corporation or of a corporate shareholder that ranks among the top five in shareholdings.

F. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with Lite-On Technology Corporation.

G. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof. However, this excludes members of the Remuneration Committee who exercise power in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The requirement of the preceding paragraph in relation to "during the two years before being elected" does not apply where an independent director of Lite-On Technology Corporation has served as an independent director of Lite-On Technology Corporation or any of its affiliates, or of a specified company or institution that has a financial or business relationship with Lite-On Technology Corporation, as stated in subparagraph 2 or 6 of the preceding paragraph, but is currently no longer in

subparagraphs.

E. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of Lite-On Technology Corporation or of a corporate shareholder that ranks among the top five in shareholdings.

F. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with Lite-On Technology Corporation.

G. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof. However, this restriction does not apply to a member of the remuneration committee who exercises power in accordance with Article 7 of Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.

The requirement of the preceding paragraph in relation to "during the two years before being elected" does not apply where an independent director of Lite-On Technology Corporation has served as an independent director of Lite-On Technology Corporation or any of its

17

that position.

• A. The term "specified company or institution" as used in paragraph 1, subparagraph 6, means a company or institution that has one of the following relationships with the Company: It holds 20 percent or more and no more than 50 percent of the total number of issued shares of Lite-On Technology Corporation.

B. It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued shares of the Company, and there is a record of financial or business transactions between it and the Company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the person or by the person under others' names.

• C. It and its group companies are the source of 30 percent or more of the operating revenue of the Company.

• D. It and its group companies are the source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the Company.

For the purposes of the preceding paragraph, the terms "subsidiary" and

affiliates, or of a specified company or institution that has a financial or business relationship with Lite-On Technology Corporation, as stated in subparagraph 2 or 6 of the preceding paragraph, but is currently no longer in that position.

The term "specified company or institution" as used in paragraph 1, subparagraph 6, means a company or institution that has one of the following relationships with the Company:

A. It holds 20 percent or more and no more than 50 percent of the total number of issued shares of Lite-On Technology Corporation.

B. It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued shares of the Company, and there is a record of financial or business transactions between it and the Company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the person or by the person under others' names.

• C. It and its group companies are the source of 30 percent or more of the operating revenue of the Company.

• D. It and its group companies are the

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"group" shall have the meanings as determined under International Financial Reporting Standards 10.

No independent director may concurrently serve as an independent director of more than three other public companies.

source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the Company.

For the purposes of the preceding paragraph, the terms "subsidiary" and "group" shall have the meanings as determined under International Financial Reporting Standards 10.

No independent director may concurrently serve as an independent director of more than three other public companies.

Article 5

The election of directors (including independent directors) of Lite-On Technology Corporation is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Lite-On Technology Corporation, and that shareholders shall elect directors (including independent directors) from among the those listed in the slate of director candidates. Regarding review of director (and independent director) candidate qualifications, education, experience, circumstances in Article 30 of the Company Act exists, documentary proof of other qualifications cannot be additionally listed without completing the appropriate procedures. Review results shall be presented to the shareholders as a basis for the consideration and election of suitable directors (including

Article 5

The election of directors (including independent directors) of Lite-On Technology Corporation is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Lite-On Technology Corporation, and that shareholders shall elect directors (including independent directors) from among the those listed in the slate of director candidates. Regarding review of director (and independent director) candidate qualifications, education, experience, circumstances in Article 30 of the Company Act exists, documentary proof of other qualifications cannot be additionally listed without completing the appropriate procedures. Review results shall be presented to the shareholders as a basis for the consideration and election of suitable

Amendments pursuant to the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies .

19

independent directors).

Where the number of independent directors falls below the minimum specified in the proviso under Article 14-2, Paragraph 1 of the Securities and Exchange Act and fails to satisfy the provisions in the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a by-election shall be held at the next shareholders’ meeting. In the event that all the independent directors have been discharged, an extraordinary shareholders’ meeting shall be convened to hold a by-election within sixty days from the date of such occurrence.

Lite-On Technology Corporation shall prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director (including independent director) candidates, the number of directors (including independent directors) to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be not less than 10 days.

Lite-On Technology Corporation may present a slate of director (including independent director) candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified director (including independent director) candidates, submit it to the shareholders' meeting for elections:

• A. A shareholder holding one percent or more of the total number of issued shares may present a slate of director (including independent director) candidates in writing to the Company; the number of nominees may not exceed the number of directors (including independent directors) to be elected.

• B. The board of directors

directors (including independent directors).

Where the number of independent directors falls below the minimum specified in the proviso under Article 14-2, Paragraph 1 of the Securities and Exchange Act and fails to satisfy the provisions in the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a by-election shall be held at the next shareholders’ meeting. In the event that all the independent directors have been discharged, an extraordinary shareholders’ meeting shall be convened to hold a by-election within sixty days from the date of such occurrence.

Lite-On Technology Corporation shall prior to the book closure date before the convening of the shareholders' meeting, publish a notice specifying a period for receiving nominations of director (including independent director) candidates, the number of directors (including independent directors) to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be not less than 10 days.

Lite-On Technology Corporation may present a slate of director (including independent director) candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified director (including independent director) candidates, submit it to the shareholders' meeting for elections:

• A. A shareholder holding one percent or more of the total number of issued shares may present a slate of director (including independent director) candidates in writing to the Company; the number of nominees may not exceed the number of directors (including independent directors) to be elected.

• B. The board of directors presents a slate of director (including independent director) candidates;

20

presents a slate of director (including independent director) candidates; the number of nominees may not exceed the number of directors (including independent directors) to be elected.

• C. Otherwise as designated by the competent authority.

When providing a recommended slate of candidates under the preceding paragraph, a shareholder or the board of directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as a director (or independent director) if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof.

The board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each director (including independent director) nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates:

• A. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.

• B. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act.

• C. Where the number of nominees exceeds the number of directors (including independent directors) to be elected.

the number of nominees may not exceed the number of directors (including independent directors) to be elected.

• C. Otherwise as designated by the competent authority.

When providing a recommended slate of candidates under the preceding paragraph, a shareholder or the board of directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a written undertaking indicating the nominee's consent to serve as a director (including independent director) if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof.

The board of directors, or other person having the authority to call a shareholders' meeting, shall review the qualifications of each director (including independent director) nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates:

• A. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.

• B. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company under Article 165, paragraph 2 or 3 of the Company Act.

• C. Where the number of nominees exceeds the number of directors (including independent directors) to be elected.

• D. Where the relevant documentary proof required under the preceding paragraph is not attached.

• D. Where the relevant

21

documentary proof required The process of reviewing director under the preceding (including independent director) paragraph is not attached. nominees in the preceding paragraph shall be recorded, and the records shall If an independent director candidate be retained for a minimum of one year. included by the Company under the However, in situations where a provisions of the preceding paragraph has shareholder makes a litigious claim already served as an independent director against the director (including of the Company for three consecutive terms or more, Lite-On Technology independent director) election process, the records shall be retained until the Corporation shall publicly disclose, litigation is concluded. together with the review results under the preceding paragraph, the reasons why the The Company shall announce the candidate is nominated again for the slate of director (including independent directorship, and present the independent director) candidates and aforementioned reasons to the their education and experience as shareholders at the time of the election at ’ well as the number of shares held by the shareholders meeting.

The Company shall announce the slate of director (including independent director) candidates and their education and experience as well as the number of shares held by each candidate at least 40 days prior to the upcoming shareholders’ meeting or 25 days prior to the upcoming extraordinary shareholders’ meeting, inform the nominating shareholders of the review results, and, where applicable, provide detailed reasons for not including nominees on the slate of director (including independent director) candidates.

The process of reviewing director (including independent director) nominees in the preceding paragraph shall be recorded, and the records shall be retained for a minimum of one year. However, in situations where a shareholder makes a litigious claim against the director (including independent director) election process, the records shall be retained until the litigation is concluded.

The Company shall announce the slate of director (including independent director) candidates and their education and experience as well as the number of shares held by each candidate at least 40 days prior to the upcoming shareholders’ meeting or 25 days prior to the upcoming extraordinary shareholders’ meeting, inform the nominating shareholders of the review results, and, where applicable, provide detailed reasons for not including nominees on the slate of director (including independent director) candidates.

A spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors on the board.

A spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors on the board.

Article 17 Article 17 Add new date of The Rules were established on March 13, amendment The rules were established on March 13, 1989. 1989. The first amendment was made on May The first amendment was made on May 19, 1998. The second amendment was made on 19, 1998. May 21, 2002.

22

	The second amendment was made on May 21, 2002. The third amendment was made on June 21, 2007. The fourth amendment was made on June 19, 2012. The fifth amendment was made on June 19, 2013. The sixth amendment was made on June 24, 2015. The seventh amendment was made on June 24, 2016. The eighth amendment was made on June 22, 2018. (Date of shareholders’meeting)	The third amendment was made on June 21, 2007. The fourth amendment was made on June 19, 2012. The fifth amendment was made on June 19, 2013. The sixth amendment was made on June 24, 2015. The seventh amendment was made on June 24, 2016.

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Attachment 9

Lite-On Technology Corporation

Details of Discussion of release of directors from non-competition restrictions:

No	Position	Name	Release of Directors from non-competition restrictions
1	Chairman	Raymond Soong	 Chairman, representative of SKYLA CORPORATION and SUZHOU LITE-ON STORAGE CO., LTD.
2	Vice Chairman	Warren Chen	 Director, KBW-LITEON Jordan Private Shareholding Limited and KBW-LEOTEK Jordan Private Shareholding Limited  Director, representative of SKYLA CORPORATION and SUZHOU LITE-ON STORAGE CO., LTD.
3	Director	CH Chen	 Director of Actron Technology Corporation
4	Director	Tom Soong	 Director, KBW-LITEON Jordan Private Shareholding Limited ,KBW-LEOTEK Jordan Private Shareholding Limited and KBW-LEOTEK FACTORY Jordan Private Shareholding Limited

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Lite-On Technology Corporation Appendix 1

Rules and Procedures of Shareholders’ Meeting

1. To establish a strong governance system and sound supervisory capabilities for this Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

2. The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act , or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company Act.

1. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

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After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

5.

6.

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting

This Company shall furnish the shareholders meeting notice with the time and venue for signing in. The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel who are suitable in charge.

Shareholders or their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

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

7.

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the chairperson does not make such a designation, the board or the directors shall select from among themselves one person to serve as chair.

The board of director who serve as chair shall be in his post for more than six months and familiar with the Company’s financials and operations. The same applies to the director who serve as chair and who represents a corporation.

It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutess.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening

26

parties, they shall mutually select a chair from among themselves.

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

8.

9.

This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the Notice of attendance handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

10.

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the

27

chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

1. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

12.

Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

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

When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be established in accordance with the laws and shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by

correspondence or electronic means will be deemed to have attended the meeting in person, but to

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have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a

shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results shall be reported on-site immediately and recorded in writing.

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder

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files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

15.

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be distributed in accordance with the Company v Act.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.

16.

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

17.

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct relevant personnel to escort the shareholder from the meeting.

18.

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

1. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

2. The Measures were established on March 13, 1989.

The 1st Amendment was made on May 19, 1998. The 2nd Amendment was made on May 21, 2002.

The 3rd Amendment was made on June 19, 2013. The 4th Amendment was made on June 24, 2015.

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Appendix 2

Lite-On Technology Corporation

Articles of Incorporation

Chapter One General Provisions

Article I The Company is duly incorporated in accordance with provisions governing limited companies under the Company Law in the full name of Lite-On Technology Corporation (Hereinafter referred to as the “Company”).

Article II

The Company shall engage in the following business:

1. C804020 Manufacture of industry-oriented rubber products.

2. C805050 Manufacture of industry-oriented plastic products.

3. CB01010 Manufacture of machinery & equipment

4. CB01020 Business machinery manufacture.

5. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing

6. CC01030 Manufacture of electrical appliance and audio and visual electronic products.

7. CC01040 Lighting Facilities Manufacturing

8. CC01060 Manufacture of wire communications machinery & equipment.

9. CC01070 Manufacture of wireless communications machinery & equipment.

10. CC01080 Manufacture of electronic parts & components.

11. CC01090 Batteries Manufacturing

12. CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture.

13. CC01110 Computers and Computing Peripheral Equipments Manufacturing

14. CC01120 Data storage media manufacture and duplication.

15. CC01990 Electrical Machinery, Supplies Manufacturing

16. CD01030 Manufacture of automobile and automobile parts & components.

17. CD01040 Motor Vehicles and Parts Manufacturing

18. CE01010 Precision Instruments Manufacturing

19. CE01030 Manufacture of Optical instrument.

20. CF01011 Medical Materials and Equipment Manufacturing

21. CH01040 Manufacture of toy.

22. CQ01010 Manufacture of mold.

23. E603090 Illumination Equipments Construction

24. E801010 Interior decoration services

25. F106030 Mold wholesale.

26. F108031 Wholesale of Drugs, Medical Goods

27. F109070 Cultural, educational, music and recreational article & instrument wholesale.

28. F111090 Building material wholesale

29. F113010 Machinery wholesale.

30. F113020 Electrical appliance wholesale.

31. F113030 Precise instrument wholesale.

32. F113050 Computer & business machinery & equipment wholesale.

33. F113070 Telecommunication equipment wholesale.

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1. F113110 Wholesale of Batteries

2. F114010 Wholesale of Automobiles

3. F114020 Wholesale of Motorcycles

4. F114030 Automobile, motorcycle parts & accessories wholesale.

5. F118010 Information software wholesale.

6. F119010 Electronic material wholesale.

7. F206030 Mold retail.

8. F209060 Cultural, educational, music and recreational article & instrument retail.

9. F211010 Building material retail.

10. F213010 Electric appliance retail.

11. F213030 Computer & business machinery & equipment retail.

12. F213040 Precise instrument retail.

13. F213060 Telecommunication equipment retail.

14. F213080 Machinery & appliance retail.

15. F213110 Retail Sale of Batteries

16. F214010 Retail Sale of Automobiles

17. F214020 Retail Sale of Motorcycles

18. F214030 Automobile, motorcycle parts & accessories retail.

19. F218010 Information software retail.

20. F219010 Electronic material retail.

21. F401010 International trade.

22. F401021 Import of controlled telecommunication frequency RF equipment.

23. G801010 Warehousing services.

24. H701010 Housing and building development, lease and sales.

25. I102010 Investment consultancy.

26. I103060 Management consultancy.

27. I301010 Information software services.

28. I301020 Data Processing Services

29. I501010 Product design business

30. I503010 Landscaping, interior design business.

31. IC01010 Pharmaceuticals Examining Services

32. IG03010 Energy Technical Services

33. ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.

Article III The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors.

The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Law.

The Company may act as a guarantor externally as required for business.

Chapter Two Shares

Article IV

The total capital of the Company amounts to Thirty-Five Billion New Taiwan Dollars, divided into 3.5 billion shares at Ten New Taiwan Dollars par value each. The Board of Directors is authorized with full powers to issue shares in partial installments. Preferred shares may be issued within the total capital. Of the total number of shares aforementioned,

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	one hundred million shares are reserved to be issued as stock options, preferred shares with
	stock options or corporate bonds with stock options ready for exercise of options.
Article IV-1	The Company may issue employee stock options at an issuing price lower than the closing
	price of the Company’s common shares on the date of issuance only upon the decision
	resolved by two thirds of present shareholders who represent a majority of the total issued
	shares in the shareholders’ meeting.
	When the Company intends to transfer shares to employees at a price lower than the average
	of actual repurchase prices, such transfer shall be duly posed at the latest shareholders’
	meeting to be resolved by two thirds of votes in the shareholders’ meeting where present
	shareholders represent a majority of the total issued shares.
Article V	The Company’s shares are registered ones, which shall be duly signed and sealed by a
	minimum of three directors and issued after duly authenticated by the competent authority
	or the issuance registry entity approved by the competent authority. For the shares issued by
	the Company, the Company may be exempted from printing share certificates but shall have
	the shares so issued duly registered with the centralized securities depository enterprise.
Article VI	Unless otherwise prescribed in laws, the Company shall manage share transfer, pledge of
	rights, register for loss, succession, gift, change in address, report-for-loss and replacement
	of registered specimen seals exactly in accordance with the “Regulations Governing Equity
	Affairs of Public Companies”.
Article VII	No transfer of shares shall be handled within sixty days prior to the regular shareholders’
	meeting, or within thirty days prior to a special meeting of shareholders, or within five days
	prior to the record (base) date scheduled to distribute dividends, bonuses or other benefits.
Chapter Three	Shareholders’ meeting
Article VIII	The shareholders' meeting hereof is in two categories: regular meetings and special
	meetings. The former is convened once a year within six months from the closing of each
	fiscal year and the latter may be duly called whenever necessary.
Article IX	A shareholder who is unavailable to attend the shareholders' meeting may duly present a
	power of attorney with the form provided by the Company, bearing the scope of the
	authorized powers to authorize a proxy to attend on-behalf. The power of attorney shall be
	duly used in accordance with applicable laws and ordinances and the rules promulgated by
	the competent authority.
Article X	The shareholders’ meeting convened by the Board of Directors shall be chaired by the
	chairman. During the chairman’s absence or unavailability for performance of duties, the
	substitution shall be duly handled in accordance with Article 208 of the Company Law. In
	the event that the shareholders’ meeting is convened by a person beyond the Board of
	Directors, the shareholders’ meeting shall be chaired by that convener. In case of two or
	more conveners, one of them shall be elected to chair the meeting.
Article XI	The Company’s shareholders are entitled to one voting right per share, provided that
	shareholders have no voting right for shares held under Article 179 of the Company Law.

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Article XII

Unless otherwise provided for in applicable laws and regulations, decisions in the shareholders' meeting shall be resolved by a majority of votes in the meeting where present shareholders represent a majority of the total issued shares.

• Article XIII Minutes of the shareholders' meeting shall be duly recorded to cover the decisions resolved, to be duly signed or affixed by the chairperson and delivered to all shareholders within twenty days after the meeting and be distributed to all shareholders of the company in accordance with Company Law. The minutes shall include the month, date, year, location, the chairperson’s name, method to resolve a decision, the highlights of discussion and results thereof. The minutes of the shareholders’ meeting shall be archived in the Company along with the shareholders’ sign-in book and powers of attorney presented by proxies according to law.

Chapter Four Directors and Audit Committee

• Article XIV The Company has seven to eleven directors, elected in the shareholders’ meeting from the candidate of disposing capacity, with a three-year tenure of office and eligible for reelection. Directors shall be duly elected in accordance with Regulations Governing Election of Directors of the Company.

• The aforementioned number of directors shall include a minimum of three independent directors (including a minimum of one independent director in the expertise of accounting or finance), and the number of independent directors shall not be less than the minimum of one-fifth of the total number of director seats. Board of Directors (including independent directors) are elected in a candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the right independent directors out of the list of candidates. Matters regarding independent directors’ professional qualification requirements, shareholding, restriction on concurrent post, recognition of independence, methods of nomination and election, and other matters to be complied with shall be duly handled in accordance with the requirements promulgated by the competent authority in charge of securities affairs.

The Company duly establishes the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Law which shall be duly organized by independent directors in full. The total number of the Company’s shares held by all directors shall not be less than the percentage promulgated by the competent authority.

Article XV The Board of Directors is duly organized by directors. By attendance of two thirds of directors and a majority of votes of attending directors, one chairman shall be duly elected. In the same manner, one vice chairman shall be elected as necessary. The chairman shall chair the shareholders’ meeting and Board of Directors meeting internally and represent the Company externally and preside over all the Company’s business affairs, as assisted by the Vice Chairman.

Article XVI Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly held to elect ones supplementarily to serve the tenure of office remaining by the

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predecessors.

Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meeting whenever the chairman considers it necessary or on the requisition of two or more directors. Board of Directors meetings shall be convened and chaired by the chairman in all cases. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law. Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person. Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors meeting shall be resolved by a majority of votes in the meeting where attending directors represent a majority of the total number of directors. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Law.

Article XIX Minutes of a board of directors meeting shall be duly recorded, to be duly signed and affixed seal by the chairperson and delivered to all directors within twenty days after the meeting. The minutes shall include the highlights of discussion and results thereof. The minutes of the board of directors meeting shall be archived in the Company along with the directors’ sign-in book and powers of attorney presented by proxies according to law. Article XX Organization, authority of office, rules and procedures of meetings and other matters to be complied with of the Company’s Audit Committee shall be in conformity with the requirements of the competent authority. Article XX-1 Remuneration to directors shall be duly determined by the Board of Directors with reference to the level of their participation in the business operation and values of their contribution as well as the level prevalent in fellow firms at home and abroad. Article XX-2 The Company may purchase liability insurance for directors for the term of their office to insure them for potential risk in exercise of their duties.

Chapter Five Managers and staff members

• Article XXI The Company may, as resolved in the Board of Directors, have a certain number of manages all of whom shall be duly appointed, discharged and paid in accordance with Article 29 of the Company Law.

Chapter Six Accounting

• Article XXII Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and submit such documents to the shareholders' meeting for adoption. In case of other requirements set forth in the Securities and Exchange Law or other laws and ordinances concerned, such Securities and Exchange Law and other laws and ordinances

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concerned shall govern. 1. Business report; 2. Financial Statements; and 3. Proposals of profit appropriation or loss coverage.

Article XXIII The Company shall allocate the following compensation from the profit of each fiscal year

(The “profit” means “profit before income tax and employees’ and directors’ compensation"), however, the Company shall have reserved a sufficient amount from such profit to offset its accumulated losses (including unappropriated earnings adjustment if any):

1.Employees’ compensation：no less than 1%

2.Directors’ compensation：no more than 1.5%

The employees’ compensation under the preceding paragraph will be distributed by shares or cash. The employees of the Company’s subsidiaries may also be entitled to such compensation. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation. The Directors’ compensation under the preceding paragraph may only be distributed by cash.

The Company shall, upon a resolution of the Board of Directors, distribute employees' and director’s compensation in the preceding two paragraphs, and report to the shareholders’ meeting for such distribution.

• Article XXIV 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 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, 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.

Chapter Seven Bylaws

Article XXIII The Company’s organizational regulations and operational rules shall be separately enacted by the Board of Directors.

Article XXIV The Taiwan Depository & Clearing Corporation (TDCC) may request that the Company consolidate the shares to issue large denomination share certificates.

Article XXV Any matters insufficiently provided for in the Articles of Incorporation shall be subject to

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the Company Law and other applicable laws and ordinances.

Article XXVI The Articles of Incorporation and amendment hereof, if any, shall come into enforcement after being resolved in the shareholders’ meeting, submitted to and approved by the competent authority. Article XXVII The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2015 as the 26th amendment. The Articles were duly amended on June 22, 2017 as the 27th amendment

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Appendix 3

Impact of issuance of stock dividends proposed in this shareholders’ meeting upon the Company’s business performance, earning per share (EPS) and shareholder investment return

(Note1) Only cash dividends and no stock dividends were proposed in the Company’s 2017 shareholder meeting.

(Note2) In accordance with the “Guidelines for Disclosure of the Financial Forecast by Public Companies”, it is not necessary for the Company to disclose financial forecast information of 2018. Thus information related to change of operating performance and pro forma earnings per share and the PE ratio are not applicable.

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Appendix 4

Lite-On Technology Corporation

The individual and overall shareholding by directors and supervisors as entered in the Register (Roster) of Shareholders is as follows:

• I. In accordance with Article 26 of the Securities and Exchange Act, the Company’s directors shall at least hold a total of 56,420,808 shares. As of April 24, 2018, the entire directors of the Company held 187,030,054 shares.

• II. The Company has established an Audit Committee; so the requirements for shareholding by supervisors are not applicable.

• III. Shares held by Independent Directors are not counted towards the shares held by all directors. IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is suspended, i.e., April 24, 2018.

Position	Name	Date when elected	Tenure of office	Number of shares held when being elected	Number of shares held on the date when transfer is suspended
Chairman	Raymond Soong	20160624	Three	78908736	79302560
		..	years	,,	,,
Vice Chairman	Lite-On Capital Corporation Representative Warren Chen	2016.06.24	Three years	15,040,803	15,115,869
Director	Ta-Sung Investment Co., Ltd. Representative Keh-Shew Lu	2016.06.24	Three years	46,854,554	47,088,399
Director	Ta-Sung Investment Co., Ltd. Representative: Tom Soong	2016.06.24	Three years	46,854,554	47,088,399
Director	Dorcas Investment Co., Ltd Representative Joseph Lin.	2016.06.24	Three years	6,019,584	6,049,627
Director	Yuan Pao Development & Investment Co. Ltd. Representative CH Chen	2016.06.24	Three years	39,277,570	39,473,599
Director	Yuan Pao Development & Investment Co. Ltd. Representative David Lee	2016.06.24	Three years	39,277,570	39,473,599
Independent	H Ch	20160624	Three	0	0
Director	arvey ang	..	years
Independent Director	Edward Yang	2016.06.24	Three years	0	0
Independent Director	Albert Hsueh	2016.06.24	Three years	0	0
	The total of all directors (Note III)			186,101,247	187,030,054

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