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LTC AGM Information 2018

Jul 5, 2018

51997_rns_2018-07-05_427f7235-ed52-4fd4-b978-96d68654b1fc.pdf

AGM Information

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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2018

Meeting Minutes Date: June 22, 2018

Lite-On Technology Corporation

2018 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 22, 2018

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

(International Convention Center, Lite-On Technology Building)

Attending shareholders and proxy representing:

1,909,959,435 shares (among them, 1,444,846,430 shares voted via electronic transmission), which accounts for 82.18% of total 2,324,025,532 outstanding shares (excluding 26,841,500 non-voting shares)

Director attendees:

Raymond Soong, Warren Chen, Tom Soong, David Lee, Albert Hsueh

Non-shareholding attendees : Deloitte Touche Tohmatsu International Taiwan , Meng-Chieh Chiu, CPA HUANG AND PARTNERS ATTORNEYS-AT-LAW Huang, Kuan Hao, Attorney

Chairman: Raymond Soong

Recorder: Claire Hsu

I. Chairperson Calls Meeting to Order

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

II. Opening Remarks by the Chairperson (omitted)

III. Reports on Company Affairs

  • i. 2017 Business Report (see Attachment 1)

  • ii. Audit Committee’s Review Report on 2017 Financial Statements (see Attachment 2~4)

  • iii. Employees and Directors compensation for 2017

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

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.

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

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

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

  5. Please proceed to adopt.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,622,690,466 shares voted for the proposal (among them, 1,163,072,055 shares voted via electronic transmission); 178,828 shares voted against the proposal (among them, 178,828 shares voted via electronic transmission); 287,090,141 votes were abstained/invalid. (among them, 281,595,547 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

84.96% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

  • 2 -

Proposed by the Board of Directors

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Please proceed to adopt.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,630,779,572 shares voted for the proposal (among them, 1,171,161,161 shares voted via electronic transmission); 173,164 shares voted against the proposal (among them, 173,164 shares voted via electronic transmission); 279,006,699 votes were abstained. (among them, 273,512,105 shares voted via electronic transmission). 0 votes were invalid.

Resolution

85.38% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Proposed by the Board of Directors

iii. Proposal: 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.

  2. 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.

  3. 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.

  4. 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.

  5. Please proceed to adopt.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,630,620,978 shares voted for the proposal (among them, 1,171,002,567 shares voted via electronic transmission); 165,978 shares voted against the proposal (among them, 165,978 shares voted via electronic transmission); 279,172,479 votes were abstained. (among them, 273,677,885 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

85.37% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Proposed by the Board of Directors

iv. Proposal: Amendment to “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 6 for a comparison of the contents before and after amendment.

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

  4. Please discuss and resolve.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,630,569,430 shares voted for the proposal (among them, 1,170,951,019 shares voted via electronic transmission); 199,069 shares voted against the proposal (among them, 199,069 shares voted via electronic

  • 3 -

transmission); 279,190,936 votes were abstained. (among them, 273,696,342 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

85.37% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Proposed by the Board of Directors

v. Proposal: Amendment to “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 7 for a comparison of the contents before and after amendment.

  3. Please discuss and resolve.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,630,557,937 shares voted for the proposal (among them, 1,170,939,526 shares voted via electronic transmission); 205,041 shares voted against the proposal (among them, 205,041 shares voted via electronic transmission); 279,196,457 votes were abstained. (among them, 273,701,863 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

85.37% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

vi. Proposal: 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 8 。

  4. Please discuss and resolve.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,251,359,260 shares voted for the proposal (among them, 791,740,849 shares voted via electronic transmission); 295,567,039 shares voted against the proposal (among them, 295,567,039 shares voted via electronic transmission); 363,033,136 votes were abstained. (among them, 357,538,542 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

65.52% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

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

  4. 4 -

approval date will not exceed NT$115,200,000 and not lower than NT$10 per share.

  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.

Voting Result:

Shares represented at the time of voting: 1,909,959,435. 1,609,952,361 shares voted for the proposal (among them, 1,150,333,950 shares voted via electronic transmission); 3,268,310 shares voted against the proposal (among them, 3,268,310 shares voted via electronic transmission); 296,738,764 votes were abstained. (among them, 291,244,170 shares voted via electronic transmission). 0 votes were invalid.

Resolution:

84.29% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

V. Provisional Motions: None

VI. Adjournment

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

Chairman: Raymond Soong Recorder: Claire Hsu

  • 5 -

LITE-ON Technology Corporation Attachment 1 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, 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

  • 6 -

Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Lite-On Technology Corporation

Opinion

We have audited the accompanying financial statements of Lite-On Technology Corporation (the Company), which comprise the balance sheets as of December 31, 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.

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.

  4. 7 -

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.

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.

  • 8 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 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

  • 9 -

Attachment 2-1

LITE-ON TECHNOLOGY CORPORATION

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

  • 10 -

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)
  • 11 -

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)

  • 12 -

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.

  • 13 -

LITE-ON TECHNOLOGY CORPORATION 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
2016
$ 1,419,606 $ 10,984,098
662,204
751,792
385,326
418,255
(12,190)
4,798
94,466
(90,209)
386,589
308,094
(83,785)
(35,319)
(6,968)
(5,960)
(2,119,142)
(4,955,874)
(28,385)
22,973
(49,598)
(3,310)
(101,449)
(1,008)
10,662
4,709
4,822,143
34,235

-
48,478
(143,082)
-
(208,823)
(276,479)
144,788
293,421
62,935
22,100
(192)
(1,064)
(255,314)
(6,023,583)
2,721,891
(3,643,017)
(163,349)
487,519
134,691
153,972
1,568,443
1,763,304
(28,248)
264,717
628
(2,595)
(1,366,169)
180,538
(3,728,529)
13,529,812
(174,543)
747,165
(78,424)
(555,802)
(286,927)
(289,276)
6,517
(519,351)

25,330

(12,508)
3,611,102
13,604,625
93,142
23,441
6,968
5,960
(378,097)
(304,433)

(862,359)

(602,438)

2,470,756

12,727,155
(Continued)
  • 14 -

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)

  • 15 -

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.

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

  • 16 -

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. 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

  • 17 -

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.

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. 18 -

  3. 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.

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

  5. 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.

  6. 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.

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 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

  • 19 -

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.

  • 20 -

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.

  • 21 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES 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)
  • 22 -

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)
  • 23 -

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)

  • 24 -

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.

  • 25 -

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 consoled

2

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

3

Attachment 5

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.

4

Attachment 6

Lite-On Technology Corporation

Comparative Table of Articles of Incorporation

(The table below compares the Amended Articles and Original Articles.)

Amended
Article No
Amended Article Original
Article No
Original Article Note
Article 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
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


5

Amended
Article No
Amended Article Original
Article No
Original Article Note
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. 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,
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 Buildingmaterial

6

Amended
Article No
Amended Article Original
Article No
Original Article Note
educational, music and
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
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.
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

7

Amended
Article No
Amended Article Original
Article No
Original Article Note
retail.
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
retail.
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.

8

Amended
Article No
Amended Article Original
Article No
Original Article Note
consultancy.
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.
61. I301020 Data Processing
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

9

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

10

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

11

Attachment 7

Lite-On Technology Corporation

Comparison Table of Amendments to the Rules Governing the Election of Directors

AFTER Amendment BEFORE Amendment Description Amendments Article 4 pursuant to the During the two years before being During the two years before being Regulations elected or during the term of elected or during the term of Governing office, independent directors of office, independent directors of Appointment of Lite-On Technology Corporation Lite-On Technology Corporation Independent may not have been or be any of the may not have been or be any of Directors and the following: Compliance An employee of Lite-On A. An employee of Matters for Public Technology Corporation Lite-On Technology Companies . or any of its affiliates. Corporation or any of its affiliates.

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 A. An employee of Technology Corporation Lite-On Technology or any of its affiliates. Corporation or any of its affiliates. B. A director or supervisor of Lite-On Technology B. A director or supervisor Corporation or any of its of Lite-On Technology affiliates. Exception Corporation or any of shall apply to its affiliates. Exception independent directors shall apply to established by Lite-On independent directors Technology Corporation established by Lite-On or its subsidiary Technology pursuant to the Corporation or its Securities and Exchange subsidiary pursuant to Act or local laws and the Securities and regulations. Exchange Act or local C. A natural-person laws and regulations. shareholder who holds C. A natural-person shares, together with shareholder who holds those held by the shares, together with person's spouse, minor those held by the children, or held by the person's spouse, minor person under others' children, or held by the names, in an aggregate person under others' amount of one percent or names, in an aggregate more of the total number amount of one percent of issued shares of or more of the total Lite-On Technology number of issued shares Corporation, or ranks of Lite-On Technology among the ten largest Corporation, or ranks natural-person among the ten largest shareholders. natural-person shareholders. D. A spouse, relative within the second degree of D. A spouse, relative kinship, or lineal relative within the second within the third degree degree of kinship, or

12

of kinship, of any of the persons in the preceding three 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 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

lineal relative within the third degree of kinship, of any of the persons in the preceding three 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

13

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 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

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 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

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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 "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.

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

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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.

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 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.

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 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

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

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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; 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.

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; 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

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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.

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

If an independent director candidate included by the Company under the provisions of the preceding paragraph has already served as an independent director of the Company for three consecutive

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.

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

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  • terms or more, Lite On Technology Corporation shall publicly disclose, together with the review results under the preceding paragraph, the reasons why the candidate is nominated again for the independent directorship, and present the aforementioned reasons to the shareholders at the time of the election at the shareholders’ meeting.

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.

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, The Rules were established on March 13,
1989.
amendment
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.
The second amendment was made on May The third amendment was made on June
21, 2002. 21, 2007.
The fourth amendment was made on June
The third amendment was made on June 19, 2012.
21, 2007. The fifth amendment was made on June
19, 2013.
The fourth amendment was made on June The sixth amendment was made on June
19,2012. 24, 2015.

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The seventh amendment was made on The fifth amendment was made on June June 24, 2016. 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)

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Attachment 8

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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