LTC - AGM Information 2019 | FinancialReports.eu

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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2019

Meeting Agenda

Date: June 21, 2019 at 9:00 a.m. Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)

Lite-On Technology Corporation

Meeting Procedure for the Annual General Meeting of Shareholders for 2019

I. Chairperson Calls Meeting to Order

II. Opening Remarks by the Chairperson
III. Reports on Company Affairs
IV. Proposals and Discussions

V. Provisional Motions

VI. Adjournment

Lite-On Technology Corporation

Agenda of the Annual General Meeting of Shareholders for 2019

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

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

i. 2018 Business Report
ii. Audit Committee’s Review Report on 2018 Financial Statements
iii. Employees and Directors compensation for 2018
iv. Amendment to “Management of Operation of Board Meeting”
IV. Proposals, Election and Discussions
i. Adoption of 2018 Financial Statements
ii. Adoption of the Proposal for Appropriation of 2018 Earnings
iii. Amendment to “Articles of Incorporation”
iv. Amendment to “Procedures for the Acquisition and Disposal of Assets”
v. Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”
vi. Amendment to “Rules Governing the Election of Directors”
vii. Election of the Board of Directors of the 11th Term.
viii. Discussion of Release of Directors from Non-Competition Restrictions

V. Provisional Motions

VI. Adjournment

III. Reports on Company Affairs

i. 2018 Business Report

Explanation: Please refer to attachment 1 from page 11 to page 12 - 2018 Business Report of the Company.

ii. Audit Committee’s Review Report on the 2018 Financial Statements

Explanation:

2018 Financial Statements of the Company have been duly audited by Certified Public Accountant Meng-Chieh Chiu and Certified Public Accountant Tsai-Cheng Tsai of Deloitte Touche Tohmatsu International Taiwan. The aforementioned financial statements, business report, and proposals for Earnings appropriation have been duly reviewed by the Audit Committee. Audit Committee’s Review Report is provided herein.
For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to Attachment 2 from page 13 to page 25 & Attachment 3 from page 26 to page 38.
For the Review Report provided by the Audit Committee, please refer to Attachment 4 at page39.

iii. Employees and Directors compensation for 2018

Explanation:

The Company allocated the profit of 2018 to employees and directors as compensation and were discussed and resolved in the Board of Directors meeting convened on February 26, 2019, all paid in cash.
The Company’s Board of Directors resolved 2018 compensation distributed to employees at the amount of NT$ 1,125,892,616 and to directors at the amount of NT$67,633,125.

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

Pursuant to the amendment of regulations from competent authorities, an amendment to “Management of Operation of Board Meeting” is discussed and resolved in the Board of Directors meeting convened on April 26, 2019.
Please refer to Attachment 5 from page 40 to page 43 for a comparison of the contents before and after amendment.

IV. Proposals and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2018 Financial Statements.

Explanation:

2018 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 26, 2019.
The aforementioned financial statements and business report were reviewed by the Audit Committee.
For the business report for Year 2018, please refer to Attachment 1 from page 11 to page 12.
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For the financial statements for Year 2018, please refer to Attachments 2 from page 13 to page 25 & attachment 3 from page 26 to page 38.
5.Please proceed to adopt.

Resolution:

Proposed by the Board of Directors

ii. Proposal: Adoption of the Proposal for Appropriation of 2018 Earnings

Explanation:

The proposal for Lite-on Technology’s (the Company) 2018 appropriation of earnings was already resolved in the Board of Directors meeting convened on February 26, 2019.
In Fiscal Year 2018, the Company made a net profit of NT$7,956,838,274. By adding unallocated retained earnings of the previous year of NT$7,499,888,591, adding cumulative effect of the initial application of IFRS9 recognized in retained earnings of $279,768,597, adding adjustments on the equity method investments recognized in retained earnings of NT$41,109,640, adding adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$8,081,619, adding cumulative unrealized gain on investments in equity instruments designated as at fair value through other comprehensive income (FVTOCI) was transferred directly to retained earnings due to disposal of NT$3,459,902, setting aside 10% of net profit as legal reserve of NT$795,683,827 and special reserve of NT$682,813,923, total distributable earnings for the year amounted to NT$14,310,648,873.
The profit to be distributed among shareholders shall be NT$ 6,864,531,733 in cash dividends (NT$2.92 per share). The distribution of cash dividends shall be based on share ratio and rounded off to the integer. Fractional dividend amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash dividend distribution is met. For dividend distribution chart and descriptions, see Attachment 6 at page 44.
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.

Resolution

Proposed by the Board of Directors

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

Pursuant to the amendment of regulations from competent authorities and to satisfy the Company’s needs, an amendment to “The Articles of Incorporation” is proposed.
Please refer to Attachment 7 from page 45 to page 48 for a comparison of the contents before and after amendment.
Please refer to Appendix 2 from page 76 to page 82 for the full contents before amendment.
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4. Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

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

Explanation:

Pursuant to the initial application to IFRS16 「 Leases 」 on January 1, 2019, an amendment to “Procedures for the Acquisition and Disposal of Assets” is proposed.
Please refer to Attachment 8 from page 49 to page 59 for a comparison of the contents before and after amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

v. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, please discuss and resolve.

Explanation:

In order to comply with No.1080304826 of the Financial Supervisory Commission, satisfy the Company’s needs and strengthen the corporate governance, an amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” is proposed.
Please refer to Attachment 9 from page 60 to page 62 for a comparison of the contents before and after amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

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

Explanation:

Pursuant to the amendment of regulations from competent authorities, an amendment to “Rules Governing the Election of Directors” is proposed.
Please refer to Attachment 10 from page 63 to page 68 for a comparison of the contents before and after amendment.
Please refer to Appendix 3 from page 83 to page 88 for the full contents before amendment.
Please discuss and resolve.

Resolution:

Proposed by the Board of Directors

vii. Proposal: Election of the Board of Directors of the 11th Term.

Explanation:

Please duly elect nine directors of the 11th term (including four independent directors). For “Regulations Governing Election of Directors”, please refer to Attachment 10 from page 63 to page 68 and Appendix 3 from page 83 to page 88.
For candidates of directors and independent directors of the 11th term, please refer to Appendix 4 from page 89 to page 93.
The directors of the 11th term will serve a three-year term starting from June 21, 2019 to June 20, 2022.

Election result ：

Proposed by the Board of Directors

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

Explanation:

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.”
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.
The detail of release of directors from non-competition restrictions, please refer to Attachment 11 from page 69 to page 70.
Please discuss and resolve.

Resolution:

V. Provisional Motions

VI. Adjournment

Attachment 1

Lite-On Technology Corporation Business Report

Dear Shareholders,

LITE-ON's global consolidated revenue amounted to NT$207.1 billion in 2018. Pre-tax profit was NT$10.78 billion, after-tax profit was NT$7.96 billion, and earnings per share (EPS) was NT$3.42, representing a 203% year-on-year increase. Net profit for the third quarter, in particular, grew by 50%, the highest growth in the past two years, showing a return to normal growth in profitability. In recent years, LITE-ON has been committed to a self-transformation that seeks to elevate profitability with a realistic approach. With changes in operating models, adjustment to product portfolios, growth in revenue, and even creation of excellent profitability, LITE-ON is building on sustainable business development to become a centenarian corporation.

Business Performance

In 2018, LITE-ON's two pillars for growth — cloud applications, and LED component/LED vehicle and outdoor lighting — reached nearly 30% of total revenue, for more than a 20% year-on-year gain. This demonstrates the achievement of LITE-ON's efforts in new business incubation and self-transformation. LITE-ON will continue to dedicate itself to using strategic perspectives for steady development of core areas, and will steadily and stably develop promising new business into long-term dynamics for growth.

In the opto-electronics business segment, market share in invisible LED applications and LED components continued to increase, while LED vehicle lighting shipments have continued smoothly. LED vehicle lighting and sensor components have gradually shown potential for growth, while vehicular camera modules are scheduled to officially commence mass production by the end of 2019. In the information technology business segment, high-end cloud computing servers and networked power management systems experienced steady market growth; market share in keyboards, mice and other computer peripherals rose as well. The storage business segment also benefited from cloud computing-related applications and grew steadily.

In response to the many changes in the global industrial environment in 2018, we have streamlined and focused LITE-ON’s business scope and business segments, and have successfully disposed two mobile phone-related businesses. The consistent goal is profitability, even steadier operations, and higher return on equity. Going forward into 2018, LITE-ON transferred some of the key business operations and assets in the mobile imaging business segment to LuxVisions Innovation Ltd. through a transfer of business operations. The transaction price was US$360 million, plus rights to a 10% stake in LuxVisions. In the third quarter of 2018, Lite-On sold 100% of shares in three mobile device business segment subsidiaries to Top Touch Electronics Co., Ltd., a subsidiary of Zhejiang Firstar Panel Technology Co., Ltd., which is a listed company based in Shenzhen. The equity transfer price was RMB 530 million.

Corporate Social Responsibility

The global trend of valuing sustainable investment remains in the ascendant. ESG performance has become an important reference for investors. LITE-ON has been listed as a member of the Dow Jones

Sustainability Index (DJSI) for eight years in a row since 2011, and has had a place on the MSCI ESG Leaders Index for five years in a row. In 2018, LITE-ON was listed in the inaugural Thomson Reuters Top 100 Global Technology Leaders. In Taiwan, LITE-ON was ranked top 5% in the 2018 Corporate Governance Evaluation Survey jointly implemented by the Taiwan Stock Exchange (TWSE) and the Taipei Exchange (TPEx); listed as a constituent stock in the FTSE4Good TIP Taiwan ESG Index; awarded Commonwealth Magazine's Corporate Citizen Award in the large enterprise category by for the 12th time in 2018; and was awarded the Platinum Award, the highest honor, in the electronic and information manufacturing category in the 2018 Corporate Sustainability Report Awards from TCSA.

Future Outlook

LITE-ON will continue to push for transformation by developing business areas including cloud computing, LED outdoor lighting, automobile electronics, smart manufacturing, and the Internet of Things. The pace of LITE-ON’s globalization will also accelerate, with the establishment of the Kaohsiung Operations Center and the asset expansion of the Huadong Operations Center. The new factory for automobile electronic and optical core business at the Huadong Operations Center commenced operation at the end of 2018, while the Kaohsiung Operations Center is scheduled to commence production in the middle of 2019. We are continuously accelerating our improvement of overall smart manufacturing, and strengthening LITE-ON's core competencies, mass production and the competitiveness and advantages in customer service. We also continue to speed up integration of new technologies, production line automation and digital transformation, as well as quality manufacturing and supply chain management. We value quality above cost, and we substantially realize internal system innovation that starts with product development.

Looking forward into 2019, uncertain factors and challenges such as China-U.S. trade negotiations, the highly globalized market environment, chain reactions brought by political and economic conditions, as well as changes in exchange rates and terminal market demands, may have unexpected impacts on LITE-ON, our customers, or the technology industry as a whole. LITE-ON hopes to hold a receptive and open attitude towards the changeable external environment, while taking an entrepreneurial approach to corporate responsibility and continuing to exploit our strategic capacity to overtake competitors through self-transformation. We strive for healthy growth and excellent business results under One LITE-ON. We are grateful for the long-term support and recognition from our shareholders, colleagues, customers, suppliers, and business partners, whom we hope will join LITE-ON in 2019 as we continue our progress toward becoming a centenarian corporation.

Lite-On Chairman Raymond Soong

Lite-On Vice Chairman & Group CEO Warren Chen

Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Lite-On Technology Corporation

Opinion

We have audited the accompanying consolidated financial statements of Lite-On Technology Corporation and its subsidiaries (collectively referred to as the Group), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, 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 (collectively referred to as the “consolidated financial statements”).

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, 2018 and 2017, 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, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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For the year ended December 31, 2018, the key audit matters for 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.

Refer to Note 4 to the consolidated financial statements for a summary of significant accounting policies. Refer to Note 13 to the consolidated financial statements for the carrying amount of trade receivables and impairment loss for trade receivables. Our key audit procedures in respect of the above area included the following:

We assessed both the trade receivables aging report classified by client’s 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 confirmed the recoverability of outstanding trade receivables by testing the after period-end collection of 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.

Refer to Note 4 to the consolidated financial statements for a summary of significant accounting policies. Refer to Note 14 to the consolidated financial statements for the carrying amount of inventory. Our key audit procedures in respect of the above area included the following:

We assessed both inventory aging reports classified by business segments 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 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.
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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 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.

Refer to Note 4 to the consolidated financial statements for a summary of the significant accounting policies on property, plant and equipment and intangible assets impairment. Refer to Notes 18 and 20 to the consolidated financial statements for disclosures of property, plant and equipment and intangible assets. Our key audit procedures performed in respect of the above area included the following:

Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control policy’s design and implementation.
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, 2018 and 2017 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

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Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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 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, 2018 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

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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 Cheng-Tsai Tsai.

Deloitte & Touche Taipei, Taiwan Republic of China February 26, 2019

Notice to Readers

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

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

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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-1

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (''FVTPL'') (Note 7) Financial assets at amortized cost (Note 9) Contracts assets Debt instruments with no active market (Note 12) Notes receivable, net (Note 13) Trade receivables, net (Note 13) Trade receivables from related parties (Note 33) Other receivables Other receivables from related parties (Note 33) Inventories, net (Note 14) Non-current assets held for sale (Note 16) Other current assets (Note 21) Total current assets NON-CURRENT ASSETS Financial assets at FVTPL (Note 7) Financial assets at fair value through other comprehensive income ("FVTOCI") (Note 8) Available-for-sale financial assets (Note 11) Financial assets at amortized cost (Note 9) Debt instruments with no active market (Note 12) Investments accounted for using the equity method (Note 17) Property, plant and equipment, net (Note 18) Investment properties, net (Note 19) Intangible assets, net (Note 20) Deferred tax assets (Note 28) Refundable deposits Prepaid investments Other non-current assets (Note 21) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 22) Financial liabilities at FVTPL (Note 7) Notes payable Trade payables Trade payables to related parties (Note 33) Other payables Other payables to related parties (Note 33) Current tax liabilities Provisions (Note 24) Advance receipts Current portion of long-term borrowings (Note 22) Finance lease payables (Note 23) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings, net of current portion (Note 22) Deferred tax liabilities (Note 28) Finance lease payables, net of current portion (Note 23) Net defined benefit liabilities (Note 25) Guarantee deposits 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 of financial assets at FVTOCI 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		2018 Amount % $ 63,285,301 32 132,139 - 223,738 - 3,024,589 2 - - 697,671 - 45,484,821 23 90,095 - 10,910,806 6 4,417 - 31,493,066 16 - - 2,638,275 1 157,984,918 80 111,220 - 388,675 - - - 395,301 - - - 4,972,609 3 20,484,992 10 1,178,393 1 5,914,084 3 4,333,202 2 499,984 - - - 872,691 1 39,151,151 20 $ 197,136,069 100 $ 30,087,282 15 51,877 - 18,235 - 52,309,412 27 781,623 - 29,388,957 15 16,684 - 4,986,079 3 1,011,238 - 1,959,041 1 184 - 1,469 - 120,612,081 61 - - 1,605,349 1 351 - 160,997 - 78,890 - 1,845,587 1 122,457,668 62 23,508,670 12 3,471,812 2 7,462,138 4 477,697 - 47,209 - 271,367 - 10,015,194 5 21,745,417 11 12,049,900 6 2,705,954 2 15,789,147 8 30,545,001 16 (2,779,863 ) (2 ) (449,461 ) - - - 2,714 - (3,226,610) (2) (1,248,722) (1) 71,323,756 36 3,354,645 2 74,678,401 38 $ 197,136,069 100		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

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

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LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 27 and 33) Less: Sales allowance Sales returns Total operating revenue COST OF GOODS SOLD (Notes 14, 30 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 30 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Note 32) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of profit of associates Interest income Dividend income Other income (Note 33) Net gain on disposal of investments (Note 17) Net gain (loss) on foreign currency exchange Net gain on financial assets at FVTPL Finance costs Other expenses Net loss on disposal of property, plant and equipment Net loss on disposal of intangible asset Impairment loss (Notes 11, 17, 18 and 20) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 28) NET PROFIT FOR THE YEAR		2018 Amount % $ 211,390,341 102 3,102,425 1 1,178,828 1 207,109,088 100 180,006,839 87 27,102,249 13 7,084,795 3 6,116,248 3 6,348,444 3 66,949 - 19,616,436 9 7,485,813 4 178,863 - 1,710,052 1 39,400 - 5,265,003 2 86,603 - (497,693) - 1,338,423 1 (875,318) (1) (380,339) - (20,018) - (6) - (3,546,662) (2) 3,298,308 1 10,784,121 5 (2,817,037) (1) 7,967,084 4		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

(Continued)

16 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 25, 26 and 28) Items not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at FVTOCI Share of other comprehensive loss of associates accounted for using the equity method Income tax benefit relating to items not 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 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 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		2018 Amount % $ 3,041 - (107,838) - (1,770) - 4,441 - (102,126) - (369,243) - - - (48,265) - 171,056 - (246,452) - (348,578) - $ 7,618,506 4 $ 7,956,838 4 10,246 - $ 7,967,084 4 $ 7,602,588 4 15,918 - $ 7,618,506 4		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

(Continued)

17 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 29) From continuing operations Basic Diluted	2018 Amount % $3.42 $3.38	2017
		Amount % $1.13 $1.13

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

18 -

Attachment 2-3

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

								Equity Attributa	to Owners of the Par	ent Company
Issue of Share Cap	ital (Note 26) Amount $ 23,508,670 - - - - - - - - - - 23,508,670 - 23,508,670 - - - - - - - - - - - - - $ 23,508,670			Capi	tal Surplus (Note 26)			Total $ 27,497,719 - - - - 3,407 3,295 71,529 - - - 27,575,950 - 27,575,950 - - - (5,900,676 ) - (1,810 ) (5,415 ) 77,368 - - - - - $ 21,745,417		Retained Earnings (N	otes 26 and 28)	Total $ 27,496,140 (6,864,532 ) - - - - - - 2,629,334 (41,344) 2,587,990 23,219,598 279,769 23,499,367 - - (963,855 ) - - - - - 43,182 - 7,956,838 9,469 7,966,307 $ 30,545,001		Oth	er Equity (Note 26)		Total $ (1,322,272 ) - - - - - - - - (1,221,746) (1,221,746) (2,544,018 ) (279,769) (2,823,787 ) - - - - - - - - (43,182 ) 4,078 - (363,719) (363,719) $ (3,226,610)
		Additional Paid-in Capital from Share Issuance in Excess of Par Value $ 9,372,488 - - - - - - - - - - 9,372,488 - 9,372,488 - - - (5,900,676 ) - - - - - - - - - $ 3,471,812	Bond Conversions $ 7,462,138 - - - - - - - - - - 7,462,138 - 7,462,138 - - - - - - - - - - - - - $ 7,462,138	Treasury Share Transactions $ 328,800 - - - - - - 71,529 - - - 400,329 - 400,329 - - - - - - - 77,368 - - - - - $ 477,697	Difference Between Consideration and Carrying Amounts Adjusted Arising from Changes in Percentage of Ownership in Subsidiaries $ 45,612 - - - - 3,407 - - - - - 49,019 - 49,019 - - - - - (1,810 ) - - - - - - - $ 47,209	Changes in Capital Surplus from Investments in Associates Accounted for Using Equity Method $ 273,487 - - - - - 3,295 - - - - 276,782 - 276,782 - - - - - - (5,415 ) - - - - - - $ 271,367	Mergers $ 10,015,194 - - - - - - - - - - 10,015,194 - 10,015,194 - - - - - - - - - - - - - $ 10,015,194
													Exchange Differences on Translating Foreign Operations $ (1,195,684 ) - - - - - - - - (1,333,209) (1,333,209) (2,528,893 ) - (2,528,893 ) - - - - - - - - - 4,078 - (255,048) (255,048) $ (2,779,863)	Unrealized Gain (Loss) on Financial Assets Designated as FVIOCI $ - - - - - - - - - - - - (298,266) (298,266 ) - - - - - - - - (43,182 ) - - (108,013) (108,013) $ (449,461)	Unrealized Gain (Loss) on Available-for- sale Financial Assets $ (126,588 ) - - - - - - - - 108,091 108,091 (18,497 ) 18,497 - - - - - - - - - - - - - - $ -	Cash Flow Hedges $ - - - - - - - - - 3,372 3,372 3,372 - 3,372 - - - - - - - - - - - (658) (658) $ 2,714
Shares (In Thousands) 2,350,867 - - - - - - - - - - 2,350,867 - 2,350,867 - - - - - - - - - - - - - 2,350,867									Legal Reserve $ 10,845,332 - - 941,635 - - - - - - - 11,786,967 - 11,786,967 262,933 - - - - - - - - - - - - $ 12,049,900	Special Reserve $ 398,602 - 940,276 - - - - - - - - 1,338,878 - 1,338,878 - 1,367,076 - - - - - - - - - - - $ 2,705,954	Unappropriated Earnings $ 16,252,206 (6,864,532 ) (940,276 ) (941,635 ) - - - - 2,629,334 (41,344) 2,587,990 10,093,753 279,769 10,373,522 (262,933 ) (1,367,076 ) (963,855 ) - - - - - 43,182 - 7,956,838 9,469 7,966,307 $ 15,789,147

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

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Attachment 2-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Interest paid

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at FVTOCI
Proceeds from disposal of financial assets at FVTOCI
Proceeds from disposal of financial assets at amortized costs
Acquisition of available-for-sale financial assets
Proceeds from sale of available-for-sale financial assets
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
Cash provided by disposal of subsidiaries
Proceeds from disposal of non-current assets held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of 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
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

2018
2017
$ (852,547) $ (598,421)

(1,492,648)

(2,596,455)

13,483,544

11,153,180
(58,970)
-
176,660
-
868,455
-
-
(15,110)
-
298,632
-
17,548
2,849
246,708
-
(1,354,950)
5,590
-
658,211
-
(5,646,424)
(4,204,726)
3,444,871
84,065
140,857
(140,276)
(166,322)
(228,654)
418,442
17,688
(80,403)
(67,148)

101,714

95,057

(134,470)

(5,251,166)
-
16,066,496
(476,153)
-
(16,645) (19,528,450)
(1,345)
(6,273)
(1,617)
(1,567)
(6,787,163)
(6,793,003)

(30,537)

(47,305)

(7,313,460)
(10,310,102)

(534,173)

(3,016,543)
(Continued)

20 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

2018 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 5,501,441 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 57,783,860 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 63,285,301 The accompanying notes are an integral part of the consolidated financial statements.	2017 $ (7,424,631) 65,208,491 $ 57,783,860 (Concluded)

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Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders 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, 2018 and 2017, 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, 2018 and 2017, 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, 2018. 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, 2018, 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.

22 -

Refer to Note 4 to the Company’s financial statements for the summary of the significant accounting policies on trade receivables and impairment loss for trade receivables. Refer to Note 12 to the Company’s financial statements for the carrying amount of trade receivables and allowance for impairment loss for trade receivables. Our key audit procedures performed in respect of the above area included the following:

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 confirmed the recoverability of outstanding trade receivables by testing the after period-end collection of receivables.

Allowance for Inventory Valuation Loss

Refer to Note 4 to the Company’s financial statements for the summary of the significant accounting policies on inventory valuation. Refer to Note 13 to the Company’s financial statements for the carrying amount of inventory. Our key audit procedures performed in respect of the above area included the following:

We assessed both the inventory aging reports classified by business segments 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 obtained information of the year-end allowance for inventory valuation loss and inventory aging reports, 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.

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, intangible assets and investments accounted for using the equity method. If there is any indication of impairment, management should estimate the recoverable amount of these assets. The estimation would assume that management incorporates diversification or sustainability into business operation. 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.

Refer to Note 4 to the Company’s financial statements for a summary of the significant accounting policies on impairment loss. Refer to Notes 15, 16 and 17 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 key audit procedures performed in respect of the above area included the following:

Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control policy’s design and implementation.
23 -
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:

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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.

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, 2018 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 Cheng-Tsai Tsai.

Deloitte & Touche Taipei, Taiwan Republic of China February 26, 2019

Notice to Readers

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

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

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Attachment 3-1

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (''FVTPL'') (Note 7) Financial assets at amortized cost (Note 9) Contracts assets Notes receivable, net (Note 12) Trade receivables, net (Note 12) Trade receivables from related parties (Note 28) Other receivables Other receivables from related parties (Note 28) Inventories, net (Note 13) Prepayments Total current assets NON-CURRENT ASSETS Financial assets at FVTPL (Note 7) Financial assets at fair value through other comprehensive income ("FVTOCI") (Note 8) Available-for-sale financial assets (Note 14) Financial assets at amortized cost (Note 9) Debt instruments with no active market (Note 11) Investments accounted for using the equity method (Note 15) Property, plant and equipment, net (Note 16) Intangible assets, net (Note 17) Deferred tax assets (Note 24) Refundable deposits Prepaid investments Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Financial liabilities at FVTPL (Note 7) Notes payable Trade payables Trade payables to related parties (Note 28) Other payables Other payables to related parties (Note 28) Current tax liabilities Provisions (Note 19) Advance receipts Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 24) Net defined benefit liabilities (Note 20) Guarantee deposits Credit balance of investments accounted for using the equity method (Note 15) 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 of financial assets at FVTOCI 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		2018 Amount % $ 7,082,108 5 2,857 - 4,680 - 629,585 - 1,203 - 27,686,332 19 11,098,911 7 932,490 1 413,982 - 9,644,127 7 643,755 - 58,140,030 39 56,333 - 213,473 - - - 304,010 - - - 73,960,509 50 7,640,678 5 5,496,986 4 3,595,595 2 99,697 - - - 6,470 - 91,373,751 61 $ 149,513,781 100 $ 17,264,395 11 3,997 - 2,571 - 6,599,857 4 35,361,931 24 12,838,742 9 93,444 - 2,936,430 2 851,041 1 744,113 - 76,696,521 51 1,399,170 1 78,236 - 15,979 - 119 - 1,493,504 1 78,190,025 52 23,508,670 16 3,471,812 3 7,462,138 5 477,697 - 47,209 - 271,367 - 10,015,194 7 21,745,417 15 12,049,900 8 2,705,954 2 15,789,147 10 30,545,001 20 (2,779,863) (2) (449,461) - - - 2,714 - (3,226,610) (2) (1,248,722) (1) 71,323,756 48 $ 149,513,781 100		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

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

26 -

LITE-ON TECHNOLOGY CORPORATION Attachment 3-2

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 22 and 28) Less: Sales returns Sales allowance Total operating revenue COST OF GOODS SOLD (Notes 13, 23 and 28) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES GROSS PROFIT, NET OPERATING EXPENSES (Notes 23 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Note 27) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Share of profit of subsidiaries and associates Interest income Dividend income Other income (Note 28) Net gain 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 at FVTPL Finance costs Other expenses Impairment loss (Notes 14, 15 and 16) Total non-operating income and expenses		2018 Amount % $ 140,583,612 103 864,980 1 2,549,242 2 137,169,390 100 124,808,157 91 12,361,233 9 113,044 - - - 12,248,189 9 3,002,405 2 4,655,078 3 3,748,991 3 5,847 - 11,412,321 8 835,868 1 10,463,878 7 67,046 - 6,599 - 1,386,003 1 28,258 - 86,603 - (525,188) - 175,715 - (450,762) - (50,472) - (3,394,351) (3) 7,793,329 5		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) (Continued)

27 -

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Note 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 20, 21 and 24) Items not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments designated as at FVTOCI Share of other comprehensive loss of subsidiaries and associates accounted for using the equity method Income tax benefit relating to items not 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		2018 Amount % $ 8,629,197 6 (672,359) - 7,956,838 6 3,050 - (78,200) - (28,426) - 5,032 - (98,544) - (372,739) - - - (47,500) - 164,533 - (255,706) - (354,250) - $ 7,602,588 6		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 (Continued)

28 -

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2018 Amount % EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 25) From continuing operations Basic $3.42 Diluted $3.38 The accompanying notes are an integral part of the financial statements.	2017
	Amount % $1.13 $1.13 (Concluded)

29 -

LITE-ON TECHNOLOGY CORPORATION Attachment 3-3

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Issue of Share Capi			Capi	tal Surplus (Note 21)				Retained Earning	s (Note 21)		Oth	er Equity (Note 21)
	Additional Paid-in Capital from Share Issuance in Excess of Par Value B $ 9,372,488 - - - - - - - - - 9,372,488 - 9,372,488 - - - (5,900,676 ) - - - - - - - - $ 3,471,812	ond Conversions $ 7,462,138 - - - - - - - - - 7,462,138 - 7,462,138 - - - - - - - - - - - - $ 7,462,138	C Treasury Share Transactions $ 328,800 - - - - - 71,529 - - - 400,329 - 400,329 - - - - - - 77,368 - - - - - $ 477,697	Difference Between onsideration and Carrying Amounts Adjusted Arising from Changes in Percentage of Ownership of Subsidiaries $ 45,612 - - - 3,407 - - - - - 49,019 - 49,019 - - - - (1,810 ) - - - - - - - $ 47,209	Changes in Capital Surplus from Investments in Associates Accounted for Using the Equity Method $ 273,487 - - - - 3,295 - - - - 276,782 - 276,782 - - - - - (5,415 ) - - - - - - $ 271,367	Mergers $ 10,015,194 - - - - - - - - - 10,015,194 - 10,015,194 - - - - - - - - - - - - $ 10,015,194
										Exchange Differences on Translating Foreign Operations $ (1,195,684 ) - - - - - - - (1,333,209) (1,333,209) (2,528,893 ) - (2,528,893) - - - - - - - - 4,078 - (255,048) (255,048) $ (2,779,863)	Unrealized Gain (Loss) on Financial Assets Designated as FVTOCI $ - - - - - - - - - - - (298,266) (298,266) - - - - (39,722 ) - - (3,460 ) - - (108,013) (108,013) $ (449,461)	Unrealized Gain (Loss) on Available-for- sale Financial Assets C $ (126,588 ) - - - - - - - 108,091 108,091 (18,497 ) 18,497 - - - - - - - - - - - - - $ -	ash Flow Hedges $ - - - - - - - - 3,372 3,372 3,372 - 3,372 - - - - - - - - - - (658) (658) $ 2,714
Shares (In Thousands) 2,350,867 - - - - - - - - - 2,350,867 - 2,350,867 - - - - - - - - - - - - 2,350,867							Legal Reserve $ 10,845,332 941,635 - - - - - - - - 11,786,967 - 11,786,967 262,933 - - - - - - - - - - - $ 12,049,900	Special Reserve $ 398,602 - 940,276 - - - - - - - 1,338,878 - 1,338,878 - 1,367,076 - - - - - - - - - - $ 2,705,954	Unappropriated Earnings $ 16,252,206 (941,635 ) (940,276 ) (6,864,532 ) - - - 2,629,334 (41,344) 2,587,990 10,093,753 279,769 10,373,522 (262,933 ) (1,367,076 ) (963,855 ) - 39,722 - - 3,460 - 7,956,838 9,469 7,966,307 $ 15,789,147

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

30 -

Attachment 3-4

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Impairment loss reversed on trade receivables Net loss (gain) on fair value change of financial assets designated as at FVTPL Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Net 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 loss (gain) on foreign currency exchange Recognition of provisions Changes in operating assets and liabilities Financial instruments held for trading Contract assets 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	2018 $ 8,629,197 598,560 280,321 5,847 - (175,715) 450,762 (67,046) (6,599) (10,463,878) (28,258) - (86,603) - 3,439,561 113,044 - 278,612 406,941 - (629,585) 233 235,654 851,172 (473,608) (158,826) (1,906,311) (72,372) 1,941 (41,675) 6,702,480 2,223,433 (28,012) (270,937) (557,720) (45,565) 9,205,048 67,652 6,599	2017 $ 1,419,606 662,204 385,326 - (12,190) 94,466 386,589 (83,785) (6,968) (2,119,142) (28,385) (49,598) (101,449) 10,662 4,822,143 - (143,082) (208,823) 144,788 62,935 - (192) (255,314) 2,721,891 (163,349) 134,691 1,568,443 (28,248) 628 (1,366,169) (3,728,529) (174,543) (78,424) (286,927) 6,517 25,330 3,611,102 93,142 6,968 (Continued)

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at FVTOCI Acquisition of financial assets at amortized costs Acquisition of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets 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 Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Increase in other non-current assets Decrease 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 short-term borrowings Repayments of short-term borrowings Repayments of long-term borrowings Refund of guarantee deposits received Cash dividends Net cash used in financing activities 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 The accompanying notes are an integral part of the financial statements.	2018 $ (437,433) (219,506) 8,622,360 (18,713) (4,693) - - - (1,350,950) 8,439 - - (1,485,369) 103,268 6,353 (130,933) 378,438 - 8 309,030 (2,185,122) - (26,825) - (39) (6,864,531) (6,891,395) (454,157) 7,536,265 $ 7,082,108	2017 $ (378,097) (862,359) 2,470,756 - - (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 (Concluded)

(Concluded)

Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2019, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2018 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 26 2019

Attachment 5

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

	AFTER Amendment	BEFORE Amendment	Description
Article 1	To establish a strong governance system and sound supervisory capabilities for Lite-On Technology Corporation's board of directors and to strengthen management capabilities,assist the directors in the performance of their duties, and improve the performance of the board of directors. these Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.	Article 1 To establish a strong governance system and sound supervisory capabilities for Lite-On Technology Corporation's board of directors and to strengthen management capabilities, these Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.	Amendments pursuant to add the Company's requirements for processing related demands of the directors
Article 2	With respect to the board of directors meetings ("board meetings") of Lite-On Technology Corporation, the main agenda items, working procedures, required content of meeting minutes, public announcements, and other compliance requirementsand the Company's requirements for processing related demands of the directors shall be handled in accordance with the provisions of these Rulesunless otherwise specified in laws or the Articles of Incorporation.	Article 2 With respect to the board of directors meetings ("board meetings") of Lite-On Technology Corporation, the main agenda items, working procedures, required content of meeting minutes, public announcements, and other compliance requirements shall be handled in accordance with the provisions of these Rules.
Article 3 The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice. The notice to be given under the preceding paragraph may be effected by means of electronic transmission		Article 3 The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice. The notice to be given under the preceding paragraph may be effected by means of electronic transmission

with the prior consent of the recipients. All matters set forth under Article 12, Paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion except in the case of an emergency or for other legitimate reason. The Company's directors shall obtain suitable and updated information with formats and quality that allow directors to make informed decisions and perform their duties as directors.

Article 4 The designated unit responsible for the board meetings of Lite-On Technology Corporation shall be the Secretariat of the Board. The Secretariat of the Board shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of the meeting.

A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings. The unit shall provide materials within two days. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

Article 7 Board meetings shall be convened

and chaired by the chairperson of the board if the chairperson convened the meeting. A majority of directors may also specify proposals and reasons in writing and request the chairperson to convene a meeting of the board of directors.

If the chairman of the board of directors fails to convene a meeting of board of directors within 15 days after the filing

Article 4 The designated unit responsible for the board meetings of Lite-On Technology Corporation shall be the Secretariat of the Board.

The Secretariat of the Board shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of the meeting.

A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

Article 7 Board meetings shall be convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as

Amendments pursuant to the provisions of Article 203 and 203-1 of the Company Act

of the request under the preceding paragraph, a majority of the directors may convene a meeting of board of directors on their own.

However, with respect to the first meeting of each newly elected board of directors, it shall be called within 15 days of the election and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

chair.

When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, the chairperson shall appoint one of the directors to act. If no such designation is made by the chairperson, the directors shall select one person from among themselves to serve as chair.

In case the director elect receiving the a ballot representing the largest number of votes fails to convene the meeting of the board of directors within the time limit set out in the preceding paragraph, then the majority or more of the directors elect may convene the meeting on their own.

Article 15 If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of Lite-On Technology Corporation, that director may not participate in discussion or voting on that agenda item and shall recuse him or herself

Amendments pursuant to the provisions of Article 206 of the Company Act

from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director.

Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.

from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director.

Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, Paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, Paragraph 3 of the same Act.

Where a director is prohibited by the preceding two paragraphs from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, Paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, Paragraph ~~3~~ 4 of the same Act.

Article 18 All directors of the Company shall be provided with access to assistance from the	-	Amendments pursuant to add the Company's requirements for
corporate governance officer to		processing related
ensure the compliance of board		demands of the directors
meeting procedures and all
applicable laws and rules and ensure
good communication of information
between board members and
between board members and
management units.
Article 19 The Company has established a corporate governance officer who takes charge of	-	Amendments pursuant to add the Company's requirements for
processing requirements of the		processing related
directors and completes tasks within		demands of the directors
seven days based on the principle of
effective assistance for directors in
the performance of their duties.
Article 20 These Rules shall be adopted by the	Article 18 These Rules shall be adopted by the	Update the Article
approval of meeting of the board of	approval of meeting of the board of	number
directors and shall be reported to the	directors and shall be reported to the
shareholders’ meeting. Any future	shareholders’ meeting. Any future
amendment may be adopted with a	amendment may be adopted with a
resolution of the board of directors.	resolution of the board of directors.


Article 21 These Rules were implemented on January 1, 2007.	Article 19 These Rules were implemented on January 1, 2007.	Update the Article number
Article 22 These Rules were established on November 24, 2006. The first amendment was made on April 25, 2007 and implemented by the 7th board of directors on June 21, 2007. The second amendment was made on April 7, 2008 and implemented on April 7, 2008. The third amendment was made on April 28, 2010 and implemented on April 28, 2010. The fourth amendment was made on October 24, 2012 and implemented on October 24, 2012. The fifth amendment was made on October 30, 2017 and implemented on October 30, 2017. The 6th amendment was on April 26, 2019 and the amended rules entered into force on April 26, 2019.	Article 20 These Rules were established on November 24, 2006. The first amendment was made on April 25, 2007 and implemented by the 7th board of directors on June 21, 2007. The second amendment was made on April 7, 2008 and implemented on April 7, 2008. The third amendment was made on April 28, 2010 and implemented on April 28, 2010. The fourth amendment was made on October 24, 2012 and implemented on October 24, 2012. The fifth amendment was made on October 30, 2017 and implemented on October 30, 2017.	Add new date of amendment

Attachment 6 Lite-On Technology Corporation Statement of Earnings Appropriation Year 2018

Unallocated earnings, beginning of year Add: cumulative effect of the initial application Adjusted unallocated earnings, beginning of year Add: adjustments on equity method investments Add: adjustments on re-measurement on define benefit plans recognized in retained earnings Add: cumulative unrealized gain on investments in equity instruments designated as at FVTOCI was transferred directly to retained earnings due to disposal. Adjusted unallocated earnings

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

Amount (NT$) 7,499,888,591 279,768,597 7,779,657,188 41,109,640 8,081,619

3,459,902 7,832,308,349 7,956,838,274 (795,683,827) (682,813,923) 14,310,648,873

Distribution: (1) Cash dividends: (NT$ 2.92 /per share) Unallocated earnings, end of year

(6,864,531,733) 7,446,117,140

Remarks:

The Company elects to apply IFRS 9 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings, an increase of $279,768,597, on January 1, 2018.
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.
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.

Attachment 7

Lite-On Technology Corporation

Comparison 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 III	The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors. The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Law. The Company may act as a guarantor when required for businessoperations and follow Operational Procedures for Endorsements/Guarantees of the Company.	Article XXX	The Company is headquartered in Taipei City and may have branches set elsewhere at home and abroad as resolved by the Board of Directors. The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Law. The Company may act as a guarantorexternally asrequired for business.	⚫ Wording adjustment
Article V	For the shares issued by the Company, the Company may be exempted from printing share certificates but shall have the shares so issued duly registered with the centralized securities depository enterpriseand follow the regulations of that enterprise.	Article V	The Company’s shares are registered ones, which shall be duly signed and sealed by a minimum of three directors and issued after duly authenticated by the competent authority or the issuance registry entity approved by the competent authority. For the shares issued by the Company, the Company may be exempted from printing share certificates but shall have the shares so issued duly registered with the centralized securities depository enterprise.	⚫ The Company is a listed company with non-physical stock, therefore, the initial part are deleted ⚫ Wording adjustment to later part
Article XXIII	The Company shall allocate the following compensation from the profit of each fiscal year (The “profit” means “profit before income tax and employees’ and directors’ compensation"), however, the Company shall have reserved a sufficient amount from such profit to offset its accumulated losses (including unappropriated earnings adjustment if any):	Article XXIII	The Company shall allocate the following compensation from the profit of each fiscal year (The “profit” means “profit before income tax and employees’ and directors’ compensation"), however, the Company shall have reserved a sufficient amount from such profit to offset its accumulated losses	⚫ In accordance with the amendment of Article 235-1 of the Company Act that the Company may

Amended Article No.		Amended Article	Original Article No.		Original Article	Note
		1. Employees’ compensation`：`no less than 1% 2. Directors’ compensation`：`no more than 1.5% The employees’ compensation under the preceding paragraph will be distributed by shares or cash. The employees ofparents orsubsidiariesof the Company meeting certain specific requirementsmay also be entitled to such compensation. The Board of Directors is authorized with full powers to determine the terms and methods of appropriationand the Directors’ compensation may only be distributed by cash. The Company shall, upon a resolution of the Board of Directors, distribute employees' and director’s compensation in the preceding two paragraphs, and report to the shareholders’ meeting for such distribution.While the Company distributes surplus earnings at the close of each quarter in accordance with the Article 24 paragraph 5, the Company shall estimate and reserve the employees’ compensation and directors’ compensation according to the preceding paragraph. If the Company has accumulated losses, the Company shall estimate and reserve the accumulated losses to be made up first before estimating and reserving the employees’ compensation and directors’ compensation. Qualification requirement of employees in the preceding second paragraph shall comply with the provisions otherwise prescribed by the competent authority in charge of securities affairs.			(including unappropriated earnings adjustment if any): 1. Employees’ compensation`：` no less than 1% 2. Directors’ compensation`：`no more than 1.5% The employees’ compensation under the preceding paragraph will be distributed by shares or cash. The employees ofthe Company’s subsidiaries may also be entitled to such compensation. The Board of Directors is authorized with full powers to determine the terms and methods of appropriation. The Directors’ compensation under the preceding paragraph may only be distributed by cash. The Company shall, upon a resolution of the Board of Directors, distribute employees' and director’s compensation in the preceding two paragraphs, and report to the shareholders’ meeting for such distribution.	distribute employee bonus in two-way for the controlling and subordinate companies. Therefore, amending second paragraph and adding fourth paragraph ⚫ In accordance with the amendment of Article 228-1 of the Company Act that the surplus earning distribution or loss off-setting proposal of the Company may be proposed at the close of each quarter or each half fiscal year. Therefore, the later part of third paragraph are added
Article XXIV		If there is net profit after tax upon the final settlement of account of each fiscal year, the Company shall first to offset any previous accumulated losses (including unappropriated earnings adjustment if any) and set aside a legal reserve at 10% of the net profits, unless the accumulated	Article XXIV		If there is net profit after tax upon the final settlement of account of each fiscal year, the Company shall first to offset any previous accumulated losses (including unappropriated earnings adjustment if any) and	⚫ In accordance with the amendment of Article 228-1 and 240 of the

Amended Original Amended Article Original Article Note Article No. Article No. legal reserve amounts reach to the total set aside a legal reserve at 10% Company capital of the Company; then set aside of the net profits, unless the Act, adding special reserve in accordance with accumulated legal reserve is second and relevant laws or regulations or as equal to the total capital of the fourth requested by the authorities in charge. Company; then set aside special paragraphs The remaining net profit, plus the reserve in accordance with regarding beginning unappropriated earnings relevant laws or regulations or the surplus (including adjustment of unappropriated as requested by the authorities earning earnings if any), shall be distributed into in charge. The remaining net distribution dividends to shareholders according to the profit, plus the beginning or loss distribution plan proposed by the Board unappropriated earnings off-setting of Directors and submitted to the (including adjustment of proposal of shareholders’ meeting for approval. unappropriated earnings if any), the Where the Company distributes preceding shall be distributed into Company surplus earning, legal reserve and capital dividends to shareholders may be reserve in the form of cash, such according to the distribution proposed at distribution is authorized to be made after plan proposed by the Board of the close of a resolution has been adopted by a Directors and submitted to the each quarter majority vote at a meeting of the board of shareholders’ meeting for or each half directors attended by two-thirds of the approval. fiscal year total number of directors; and in addition In consideration of business and the thereto a report of such distribution shall development plan, investing meeting of be submitted to the shareholders’ environment, demand for funds, the board of meeting; if such distribution is in the form global competiveness and the directors is of new shares to be issued, it shall be shareholders’ interest, the authorized approved by shareholders meetings Dividend Policy of the Company to approve according to the regulations. is the distribution to cash In consideration of business development shareholders with the dividends plan, investing environment, demand for appropriation of the amount funds, global competiveness and the which shall be no less than 70% shareholders’ interest, the Dividend Policy of the net profit after income tax of the Company is the distribution to under the circumstance that shareholders with the appropriation of the there is no cumulated loss in amount which shall be no less than 70% of prior years. The distribution the net profit after income tax under the may be executed in cash circumstance that there is no cumulated dividend and/or share dividend, loss in prior years. The distribution may and the cash dividend shall be be executed in cash dividend and/or share no less than 90% of the total dividend, and the cash dividend shall be distributed dividends. no less than 90% of the total distributed In case there are no earnings for dividends. distribution in a certain year, or In case there are no earnings for the earnings of a certain year are distribution in a certain year, or the significantly less than the earnings of a certain year are significantly earnings actually distributed by less than the earnings actually distributed the Company in the previous by the Company in the previous year, or year, or considering the considering the financial, business or financial, business or operational factors of the Company, the operational factors of the Company may allocate a portion or all of Company, the Company may its reserves for distribution in accordance allocate a portion or all of its

In case there are no earnings for distribution in a certain year, or the earnings of a certain year are significantly less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance

Amended Article No.	Amended Article	Original Article No.	Original Article	Note
	with relevant laws or regulations or the orders of the authorities in charge. The Company may distribute the surplus earnings or off-set losses at the close of each quarter in accordance with the Company Act. While distributing surplus earning, the Company shall estimate and reserve the taxes and duties to be paid, the losses to be covered, the legal reserve to be set aside, and the special surplus reserve to be raised or revolved. Where such legal reserve amounts reach to the total paid-in capital, this provision shall not apply. If the Company distribute surplus earning in the form of cash, it shall be approved by a meeting of the board of directors; if such surplus earning is distributed in the form of new shares to be issued, it shall be approved by shareholders meetings according to the regulations.		reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge.
Article XXIV-1	Qualification requirements of employees entitled to receive treasury shares, share subscription warrant, new shares and restricted stock issued by the Company may include the employees of parents or subsidiaries of the Company meeting certain specific requirements. Qualification requirement of employees in the preceding paragraph shall comply with the provisions otherwise prescribed by the competent authority in charge of securities affairs.			⚫ New article added ⚫ Adding employee reward mechanism in accordance with the amendment of Article 167-1`、`167-2 and 267 of the Company Act. Therefore, adding Article XXIV-1 to retain flexibility
Article XXVI	(Delete)	Article XXVI	The Taiwan Depository & Clearing Corporation (TDCC) may request that the Company consolidate the shares to issue large denomination share certificates.	⚫ The Company issues non-physical stocks, therefore

Amended Article No.	Amended Article	Original Article No.	Original Article	Note
				deleting this Article
Article XXIX	The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June	Article XXIX	The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly 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	⚫ Adding the date for the 29th amendment

Amended Article No.		Amended Article	Original Article No.	Original Article	Note
		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. The Articles were duly amended on June 21, 2019, 2019 as the 29th amendment		on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2016 as the 26th amendment. 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.

Attachment 8

Lite-On Technology Corporation Comparative Table of Procedures for the Acquisition and Disposal of Assets (The table below compares the Amended Articles and Original Articles.)

Amended Article	Amended Article	Original Article	Original Article	Note
2.Scope of Application & Domain of Applications 2.1 Scope of Application 2.1.2 Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. 2.1.5 Right-of-use assets. 2.1.6 Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 2.1.7Derivatives. 2.1.8Assets acquired or disposed of in connection with mergers, demergers,acquisitions,or transfer or shares in accordance with law. 2.1.9 Other major assets.		2.Scope of Application & Domain of Applications 2.1 Scope of Application 2.1.2 Real property (including land, houses and buildings, investment property,rights to use land,and construction enterprise inventory) and equipment. NA 2.1.5 Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 2.1.6Derivatives. 2.1.7Assets acquired or disposed of in connection with mergers, demergers,acquisitions,or transfer or shares in accordance with law. 2.1.8 Other major assets.		1.To move 2.1.2 rights to use land to 2.1.5 specification. 2. To add 2.1.5 Right-of-use assets accordance with revision of regulation. 3.To move 2.1.5~2.1.8 to 2.1.6~2.1.9

3.1	Financial Derivatives: Derivatives as defined in this procedure shall refer to Forward contracts, options contracts, futures contracts,leverage contracts, and swap contracts, whose value is derived froma specified interest rate ,financial instrument price,commodity price,foreign exchange rates, indexof price or rates , credit rating or credit index, or other variable;or hybrid contracts combining the above contracts;or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or	3.1	Financial Derivatives: Derivatives as defined in this procedure shall refer to Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts,and compound contracts combining the above products, whose value is derived from assets, interest rates,foreign exchange rates, indexes or other interests.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales)agreements.	3.1 To amend ”Financial Derivatives definition accordance with revision of regulation.

Amended Article	Original Article	Note
long-term purchase (sales)contracts. 3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156-3 of the Company Act. 3.3 Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 3.4 Professional appraisers: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public	3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156, paragraph 8of the Company Act. 3.3 Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.Professional appraisers, certified public accountants, lawyers or security underwriters who issue the appraisal reports, accountant’s reports, and statement of the legal counsel or security underwriters in favor of the Company shall not be concerned with any of the parties involved in the trade. 3.4 Professional appraisers: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.	3.2 To amend accordance with revision of regulation. 3.3 To move Professional appraisers,etcdesc ription to 3.4. 3.3 To move Professional

Amended Article
accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:
3.4.1 May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery NA of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
3.4.2 May not be a related party or de facto related party of any party to the transaction.
3.4.3 If the company is required to obtain NA appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de NA facto related parties of each other.

Original Article

Note appraisers,etcdesc ription to 3.4.

To add 3.4.1~3.4.3&3.4.4 ~3.4.4.4 accordance with revision of regulation.

3.4.4 When issuing an appraisal report or opinion, the personnel referred to in the 3.4 paragraph shall comply with the following: NA
3.4.4.1 Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
3.4.4.2 When examining a case, they shall NA appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as

Note

Amended Article Original Article the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately NA specified in the case working papers. 3.4.4.3 They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of NA the appraisal report or the opinion. 3.4.4.4 They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the NA information used is reasonable and accurate, and that they have complied with applicable laws and regulations. 3.7 Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. NA 3.8 Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue NA at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Amended Article	Amended Article	Amended Article	Amended Article	Amended Article	Original Article	Original Article	Original Article	Original Article	Note
									To add 3.7~3.8 accordance with revision of regulation.
4. Limits on the investments of realty not for business useor right-of-use assets thereof and marketable securities the Company and respective subsidiary may acquire the aforementioned assets in accordance with the following limits: The Compa ny Inves tment holdi ng Com pany Other subsid iaries Realty not for business use or right-of -use assets thereof 15% of net worth 5% of the net worth of parent Investmen t of marketabl e securities 150% of the net worth 100% of the net worth of subsi diary 10% of the net worth of parent Amount of investmen t on individual security 50% of the net worth 100% of the net worth of subsi diary 5% of the net worth of parent					4. Limits on the investments of realty not for business use and marketable securities the Company and respective subsidiary may acquire the aforementioned assets in accordance with the following limits: The Compa ny Inves tment holdi ng Com pany Other subsid iaries Realty not for business use 15% of net worth 5% of the net worth of parent Investmen t of marketabl e securities 150% of the net worth 100% of the net worth of subsi diary 10% of the net worth of parent Amount of investmen t on individual security 50% of the net worth 100% of the net worth of subsi diary 5% of the net worth of parent				To amend accordance with revision of regulation.
		The Compa ny	Inves tment holdi ng Com pany	Other subsid iaries
						The Compa ny	Inves tment holdi ng Com pany	Other subsid iaries
	Realty not for business use or right-of -use assets thereof	15% of net worth	5% of worth parent	the net of
					Realty not for business use	15% of net worth	5% of worth parent	the net of
					Investmen t of marketabl e securities	150% of the net worth	100% of the net worth of subsi diary	10% of the net worth of parent
	Investmen t of marketabl e securities	150% of the net worth	100% of the net worth of subsi diary	10% of the net worth of parent
					Amount of investmen t on individual security	50% of the net worth	100% of the net worth of subsi diary	5% of the net worth of parent
	Amount of investmen t on individual security	50% of the net worth	100% of the net worth of subsi diary	5% of the net worth of parent

6. Acquisition or disposal of realty, equipment or right-of-use assets thereof 6.1 Evaluation and Operation Process Process The Company may buy or sell realty ,equipmentor right-of-use assets thereofin accordance with the regulations governing the Property,					6. Acquisition or disposal of realty or equipment 6.1 Evaluation and Operation Process The Company may buy or sell realty and equipment in accordance with the regulations governing the Property, Plant and Equipment cycle under the Company’s internal				6&6.1&6.2.2&6.3 To add right-of-use assets thereof accordance with revision of regulation.

Amended Article Original Article Note Plant and Equipment cycle under the control system. Company’s internal control system. 6.2.2 For the acquisition or disposition of 6.2.2 For the acquisition or disposition of right-of-use assets and equipment, the equipment, the respective department respective department shall make an shall make an inquiry, compare the inquiry, compare the offer, negotiate on offer, negotiate on the price or submit the price or submit to bidding. The limit to bidding. The limit shall be based on shall be based on the line of authority. the line of authority. 6.3 In acquiring or disposing of real property , equipment , or right6.3 In acquiring or disposing of real of-use assets thereof where the property or equipment where the transaction amount reaches 20 transaction amount reaches 20 percent of the Company's paid-in percent of the Company's paid-in capital or NT$300 million or more, capital or NT$300 million or more, the Company, unless transacting the Company, unless transacting with a domestic government agency, with a government agency, engaging others to build on its own engaging others to build on its own land, engaging others to build on land, engaging others to build on rented land, or acquiring or rented land, or acquiring or disposing of equipment or disposing of equipment for right-of-use assets thereof held for business use, shall obtain an business use, shall obtain an appraisal report prior to the date of appraisal report prior to the date of occurrence of the event from a occurrence of the event from a professional appraiser and shall professional appraiser and shall further comply with the following further comply with the following provisions: provisions: 6.3.1 Where due to special circumstances it 6.3.1 Where due to special circumstances 6.3.1 To amend is necessary to give a limited price, it is necessary to give a limited price, accordance with specified price, or special price as a specified price, or special price as a revision of reference basis for the transaction price, reference basis for the transaction regulation. the transaction shall be submitted for price, the transaction shall be approval in advance by the board of submitted for approval in advance by directors, the same procedure shall also the board of directors, and the same be followed whenever there is any procedure shall be followed for any subsequent changes to the terms and future changes to the terms and conditions of the transaction. conditions of the transaction.

Amended Article Original Article Note 7. The Acquisition or Disposition of 7. The Acquisition or Disposition of 7&7.1&7.2.2&7.3 memberships or Intangible Assets or memberships or Intangible Assets To add right-of-use assets thereof right-of-use assets 7.1 Evaluation and Operation Process 7.1 Evaluation and Operation process thereof The Company may buy or sell The Company may buy or sell accordance with memberships or intangible assets or memberships or intangible assets with revision of right-of-use assets thereof with the the presentation of relevant appraisal regulation. presentation of relevant appraisal reports reports and carried out in accordance and carried out in accordance with the with the line of authority of the line of authority of the Company and the Company and the following procedure. following procedure. 7.2.1 In acquiring or disposing of 7.2.1 In acquiring or disposing of memberships, the respective department memberships, the respective 7.2.1&7.2.2 To shall consult the fair market price for department shall consult the fair amend determining the terms and conditions of market price for determining the terms accordance with the deal and the price. An analysis report and conditions of the deal and the revision of for such purpose shall be compiled and price. An analysis report for such regulation. submitted for the Group CEO’s purpose shall be compiled and approval. If the amount of transaction submitted for the Group CEO’s falls below NT$3 million, it shall be approval. If the amount of transaction submitted for approval by the board falls below 1% of the Company’s paid chairman and presented to the nearest in capital or NT$3 million, it shall be board session for recognition. For submitted for approval by the board transaction values exceeding NT$3 chairman and presented to the nearest million, submit for the approval from board session for recognition. For the board in advance. transaction values exceeding NT$3 million, submit for the approval from the board in advance.

7.2.2 In acquiring or disposing of intangible 7.2.2 In acquiring or disposing of assets or right-of-use assets thereof, the intangible assets, the respective respective department shall consult the department shall consult the appraisal appraisal reports issued by professional reports issued by professional appraisers or the fair market price for appraisers or the fair market price for determining the terms and conditions of determining the terms and conditions the deal and the price. An analysis of the deal and the price. An analysis report for such purpose shall be report for such purpose shall be compiled and submitted for approval by compiled and submitted for approval the board chairman. If the transaction by the board chairman. If the amount falls below NT$20 million, transaction amount falls below 10% of submit for the board chairman’s the Company’s paid in capital or

	Amended Article	Original Article	Note
7.3	approval and present to the nearest board session for recognition. For transaction values exceeding NT$20 million, submit for the approval of the board in advance. The Company acquires or disposes of memberships or intangible assetsor right-of-use assets thereofand the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with adomesticgovernment agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	NT$20 million, submit for the board chairman’s approval and present to the nearest board session for recognition. For transaction values exceeding NT$20 million, submit for the approval of the board in advance. 7.3 The Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
9.2	Evaluation and Operation Process The Company intends to acquire or dispose of real propertyor right of-use assets thereoffrom or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right of-use assets thereoffrom or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE), the Company may not proceed to enter into a transaction contract or	9.2 Evaluation and Operation Process The Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE), the Company may not proceed to enter into a transaction contract or make a payment until the following matters	9.2 To add right-of-use assets thereof accordance with revision of regulation

Amended Article Original Article Note make a payment until the following have been and approved by the audit matters have been and approved by the committee and resolved by the board audit committee and resolved by the of directors: board of directors: 9.2.3With respect to the acquisition of real 9.2.3With respect to the acquisition of real property or right of- use assets thereof property from a related party, from a related party, information information regarding appraisal of the regarding appraisal of the reasonableness of the preliminary reasonableness of the preliminary transaction terms in accordance with transaction terms in accordance with section 9.3. 9.2.3 To add section 9.3. right-of-use assets 9.2.7 Restrictive covenants and other 9.2.7 Restrictive covenants and other thereof important stipulations associated with important stipulations associated with accordance with the transaction. the transaction. revision of With respect to the types of transactions With respect to the acquisition or disposal regulation. listed below , when to be conducted of business-use equipment between the between the Company and its parent or Company and its parent or 9.2.7 To amend subsidiaries , or between its subsidiaries subsidiaries, the Company's board of accordance with in which it directly or indirectly holds directors may delegate the board revision of 100 percent of the issued shares or chairman to decide such matters when regulation. authorized capital, the Company's board the transaction is within a certain of directors may delegate the board amount and have the decisions chairman to decide such matters when subsequently submitted to and ratified the transaction is within a certain by the next board of directors meeting. amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting ： 1.Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2.Acquisition or disposal of real property right-of-use assets held for business use. Where the position of independent director has been created in accordance with the Where the position of independent director provisions of the Act, when a matter is has been created in accordance with submitted for discussion by the board of the provisions of the Act, when a directors pursuant to the preceding matter is submitted for discussion by paragraph, the board of directors shall the board of directors pursuant to the take into full consideration each preceding paragraph, the board of

Amended Article	Original Article	Note
independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Where an audit committee has been established shall first be approved by more than half of all audit committee members and then submitted to the board of directors for a resolution. If approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms "all audit committee members" and "all directors" shall be counted as the actual number of persons currently holding those positions.	directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Where an audit committee has been establishedin accordance with the provisions of the Act, the matters which requires recognition by the supervisorsshall first be approved by more than half of all audit committee members and then submitted to the board of directors for a resolution. If approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms "all audit committee members" and "all directors" shall be counted as the actual number of persons currently holding those positions.	Since audit committee was established，delete related regulation of supervisors.
9.3.1 The Company that acquires real propertyor right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in section 9.3.1.1 and 9.3.1.2.	9.3.1 The Company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means: Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means	9.3.1&9.3.1.2.1& 9.3.1.2.2 To add right-of-use assets thereof accordance with revision of regulation.

	Amended Article	Original Article	Note
The Company that acquires real propertyor right-of-use assets thereof from a related party and appraises the cost of the real propertyor right-of-use assets thereofin accordance with first two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with section 9.2 and do not apply thefirst three paragraphs: 9.3.1.2.1 The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. 9.3.1.2.2 More than 5 years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets thereof to the signing date for the current transaction. 9.3.1.2.4 The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 9.3.2.1.2 Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in		listed in section 9.3.1.1 and 9.3.1.2. The Company that acquires real property from a related party and appraises the cost of the real property in accordance with9.3.1.1 and 9.3.1.2 shall also engage a CPA to check the appraisal and render a specific opinion. Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with section 9.2 and do not apply theparagraph 1~3 of the section 9.3.1.1 and section 9.3.1.2: 9.3.1.2.1 The related party acquired the real property through inheritance or as a gift. 9.3.1.2.2 More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. NA 9.3.2.1.2 Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land	9.3.1.2.4 To amend accordance with revision of regulation. 9.3.2.1.2 To amend accordance with revision of regulation.

Amended Article	Original Article	Note
floor or area land prices in accordance with standard property market saleor leasingpractices. NA 9.3.2.2 Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing ,from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. 9.3.2.3 Completed transactionsinvolving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding	area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale practices. 9.3.2.1.3 Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices. 9.3.2.2 Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. 9.3.2.3 Completed transactionsfor neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction forsimilarly sized	9.3.2.1.3 To delete accordance with revision of regulation. 9.3.2.2 To amend accordance with revision of regulation. 9.3.2.3 To amend accordance with revision of regulation.

	Amended Article	Original Article	Note
year refers to the year preceding the date of occurrence of the acquisition of the real propertyor obtainment of the right-of-use assets thereof. 9.3.3 Where the Company acquires real propertyor right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with section 9.3.1 and section 9.3.2 are uniformly lower than the transaction price, the following steps shall be taken: 9.3.3.1 A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.		parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property. 9.3.3 Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with section 9.3.1 and section 9.3.2 are uniformly lower than the transaction price, the following steps shall be taken: 9.3.3.1 A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent	9.3.3 To amend accordance with revision of regulation. 9.3.3.1 To amend accordance with revision of regulation.

Amended Article	Original Article	Note
	with the share of public company's equity stake in the other company.
The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor leased at a premium, or they have been disposed of, or the leasing contract has been terminatd, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real propertyor right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.	The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real property from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.	To amend accordance with revision of regulation.
11.1.3.1 Hedge Trade: A. Qualify for hedge accounting: Booking the transaction with hedge accounting principle when it follows the hedgeIFRSstandards.	11.1.3.1 Hedge Trade: A. Qualify for hedge accounting: Booking the transaction with hedge accounting principle when it follows the hedgeaccountingstandards(Note 1) (Note 1)“Hedge accounting”is defined in accordance with the R.O.C. Statement of Financial Accounting Standards (SFAS) No. 34 before December 31, 2012 and then in accordance with the International Accounting Standard 39 since January 1, 2013.	To amend accordance with IFRS.
11.1.5.1 Hedge Trade: A.Access the efficiency of hedging: In order to apply to hedge accounting, the hedge is expected to	11.1.5.1 Hedge Trade: A.Access the efficiency of hedging: In order to apply to hedge accounting, the hedge is expected to be highly	To amend accordance with IFRS.

Amended Article Original Article Note be highly effective in achieving effective (80%~125%) in achieving offsetting changes in fair value or offsetting changes in fair value or cash cash flows attributable to the hedged flows attributable to the hedged risk. risk. 11.5.3.1 The board shall appoint the head of 11.5.3.1 The board shall appoint the head 11.5.3.1&11.6 To internal audit to conduct an audit on the of internal audit to conduct an audit on amend in supervision of derivative trade and the the supervision of derivative trade and Chinese suitability of the internal control the suitability of the internal control version,English procedure in accordance with this procedure in accordance with this version no change procedure and the “Implementation procedure and the “Implementation for same Procedure of Internal Audit” for Procedure of Internal Audit” for translation. compliance. If any discrepancy is compliance. If any discrepancy is discovered, request the top officer of the discovered, request the top officer of Financial Division to take necessary the Financial Division to take measures and immediately report to the necessary measures and immediately board and the audit committee. report to the board and the audit 11.6 Internal Audit System committee. All internal auditors shall be fully aware 11.6 Internal Audit System of the suitability of the internal control All internal auditors shall be fully of financial derivative trade regularly in aware of the suitability of the internal accordance with this procedure and the control of financial derivative trade “Implementation Procedure of Internal regularly in accordance with this Audit”, and shall base on the audit procedure and the “Implementation findings from the trading department on Procedure of Internal Audit”, and shall compliance and the analysis of the base on the audit findings from the transaction cycle to prepare an audit trading department on compliance and report. Where materiality may be the analysis of the transaction cycle to discovered, notify the audit committee prepare an audit report. Where in writing. materiality may be discovered, notify the audit committee in writing. E.Where any of the companies participating E.Where any of the companies To amend article in a merger, demerger, acquisition, or participating in a merger, demerger, name. transfer of another company's shares is acquisition, or transfer of another neither listed on an exchange nor has its company's shares is neither listed on shares traded on an OTC market, the an exchange nor has its shares traded Company(s) so listed or traded shall sign an on an OTC market, the Company(s) so agreement with such company whereby the listed or traded shall sign an agreement latter is required to abide by the provisions with such company whereby the latter of section 12.2.A~12.2.D. is required to abide by the provisions of section 12.2.C and 12.2.D.

Amended Article	Original Article	Note
13. Enforcement, Punishment and Reward Investment and Finance are the departments in charge of the execution of securities investments. Users and relevant departments shall be in charge of the acquisition or disposition of realty,equipment, or right-of-use assets thereof and other assets. Relevant personnel who defy this procedure shall be liable for punishment in accordance with the “Regulation for Reward and Punishment” or other related regulations.	13. Enforcement, Punishment and Reward Investment and Finance are the departments in charge of the execution of securities investments. Users and relevant departments shall be in charge of the acquisition or disposition of realtyandequipment. Relevant personnel who defy this procedure shall be liable for punishment in accordance with the “Regulation for Reward and Punishment” or other related regulations.	To amend accordance with revision of regulation.
14.1 Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real propertyor right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE). 14.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 14.4 Whereequipment or right-of-use assets thereof for business use are acquired or disposed of , and furthermore the transaction counterparty is not a related party, and	14.1 Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises (SITE). 14.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. 14.4 Wherethe type of asset acquired or disposed is equipment for business use, the tradingcounterparty is not a related party, and the transaction	14.1&14.3&&14. 4&14.5&14.6.1& 14.6.2&14.7.3&1 4.8 To amend accordance with revision of regulation.

Amended Article	Original Article	Note
the transaction amount meets any of the following criteria: 14.5 Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party,and the amount the Company expects to invest in the transactionreaches NT$500 million. 14.6 Where an asset transaction other than any of those referred to Section 14.1 to 14.5, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.6.1Trading of domestic government bonds 14.6.2 Investment is taken as a profession and conduct trade of marketable securities in stock exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt)that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds of futurs trust funds,or subdcription by a securities firm of securities as necessitated by its undertaking	amount meets any of the following criteria: 14.5 Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transactionreachesNT$500 million. 14.6 Where an asset transaction other than any of those referred to Section 14.1 to 14.5, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.6.1Trading of government bonds 14.6.2 Investment is taken as a profession and conduct trade of marketable securities in domestic or overseas stock exchanges or OTC markets, or subscription by investment professionals of ordinary corporate bonds or of general bank debentures without equity characteristics that are offered and issued in thedomestic primary market, or subscription by a securities firm of securities as necessitated by its undertaking business or as an

		Amended Article			Original Article	Note
	14.7.3			14.7.3

	Amended Article		Original Article	Note
	books,appraisal reports and CPA,attorney, and securities underwriter opinions at the company,where they shall be retained for five years except where another act provides otherwise.		meeting minutes, record books, appraisal reports, statements of opinions expressed by public auditors, lawyers and/or security underwriters in its office for five years unless otherwise required by law.
17.The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraphin determining whether, relative topaid-in capital or total assets,it reaches a threshold requiring public announcement and regulatory filing under section 14.		17. The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding paragraph is subject to section 14requiring a public announcement and regulatory filing in the event the type of transaction specified therein reaches20 percentof paid-in capital or 10 percentof the total assets.		To amend accordance with revision of regulation.
20.The Measures were established on Feb 6th, 2003. The First Amendment was made on June 14th, 2005. The Second Amendment was made on June 21st, 2006. The Thrid Amendment was made on June 21st, 2007. The Fourth Amendment was made on June 19nd, 2012. The Fifth Amendment was made on June 19nd, 2014. The Sixth Amendment was made on June 22nd, 2017. The Seventh Amendment was made on June 21st, 2019.		NA		Addition of date of amendment

Lite-On Technology Corporation Attachment 9

“ Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”

Contents before and after Amendment in Comparison

Contents before and after	Amendment in Comparison
Contents after Amendment	Contents before Amendment	Explanation
1.1 Purpose This Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees (“the Regulation” hereinafter) are based on the " Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees by Public Companies" promulgated by the Financial Supervisory Commission. All loaning and endorsements/ guarantees by the Company must be carried out in accordance with this Regulation, unless otherwise stipulated in theFinancial law.	1.1 Purpose This Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees (“the Regulation” hereinafter) are based on the " Regulations Governing Loaning of Funds and Making Endorsements/ Guarantees by Public Companies" promulgated by the Financial Supervisory Commission. All loaning and endorsements/ guarantees by the Company must be carried out in accordance with this Regulation, unlessotherwisestipulated in the law.	Duly amended in accordance with the law.
1.2 Loaned Party and Conditions A borrower of the company shall meet one of the following eligibility conditions: 1.2.1 Having inter-company or inter-firm business transaction with the company; or 1.2.2 Being a subsidiary of the company where the company holds more than 50% of its common shares directly or indirectly,and a subsidiary of the company where the company holds less than 50% of its common shares directly or indirectly but have significant influence on the subsidiary, and where an inter-company or inter-firm short-term financing facility is necessary; or 1.2.3 In addition to the previous 2 items, Being a company or proprietor who has good credit record and is in need of short-term facility as a fund for the purchase of materials, as short-term facility leverage, as capital spending or as working capital The term "short-term" as used in the preceding paragraph means one year.	1.2 Loaned Party and Conditions A borrower of the company shall meet one of the following eligibility conditions: 1.2.1 Having inter-company or inter-firm business transaction with the company; or 1.2.2 Being a subsidiary of the company where the company holds more than 50% of its common shares directly or indirectly, and where an inter-company or inter-firm short-term financing facility is necessary; or 1.2.3 In addition to the previous 2 items, Being a company or proprietor who has good credit record and is in need of short-term facility as a fund for the purchase of materials, as short-term facility leverage, as capital spending or as working capital The term "short-term" as used in the preceding paragraph means one year.	1. Duly amended in accordance with the operation needs and the law

2.2.4 In financing between the company’s 2.2.4 In financing between the Duly 100% directly or indirectly owned foreign company’s 100% directly or indirectly amended in subsidiaries, or the company’s 100% directly or owned foreign subsidiaries, the aggregate accordance indirectly owned foreign subsidiaries finance to amount of loans and the maximum amount with the the company, the aggregate amount of loans and permitted to such a company will not be law. the maximum amount permitted to such a subject to the limitation of 40% of the net company will not be subject to the limitation of worth of the lender as stated in the most 40% of the net worth of the lender as stated in the recent financial statement, but still needs to most recent financial statement, but still needs to establish a lending limit. establish a lending limit. N/A Duly 2.2.5 If the company processed the loans and amended in breach the regulation of 1.2 and 2.2, in accordance with clause sixth set in the " Regulations accordance with the Governing Loaning of Funds and Making of ” law. (Newly Endorsements/Guarantees by Public Companies , added) the chairman of the company shall be jointly and severally liable to the borrower, and if the company is injured, it shall also be liable for damages." 2.6.2 In case of endorsements / guarantees by 2.6.2 In case of endorsements / 1. Duly the Company to a firm where the Company holds guarantees by the Company to a firm amended in over 50% of the voting power either directly or where the Company holds over 50% of the accordance indirectly, or by the firm directly or indirectly voting power either directly or indirectly with the holds more than 50% of the voting shares of the (1.3.2.2 and 1.3.2.3) or endorsements / operation Company. (1.3.2.2 and 1.3.2.3) or endorsements / guarantees with companies where the needs and guarantees with companies where the Company Company holds over 90% of the voting the law holds over 90% of the voting power either directly power either directly or indirectly or indirectly (1.3.2.4), the total amount of (1.3.2.4), the total amount of individual individual endorsements / guarantees shall not endorsements / guarantees shall not exceed exceed 10% of the net worth shown through the 10% of the net worth shown through the Company’s latest financial statements. Company’s latest financial statements. 2.6.3 The total amount of individual 2.6.3 The total amount of individual Duly endorsements/guarantees granted by the Company endorsements/guarantees granted by the amended in to a single company or among the Company and Company to a single company or among accordance companies where the Company holds over 90% of the Company and companies where the with the the voting power either directly or indirectly shall Company holds over 90% of the voting law. not exceed 10% of the net worth shown through power either directly or indirectly shall not the Company’s latest term financial statements. exceed 10% of the net worth shown Where the Company grants endorsements / through the Company’s latest term guarantees to a corporation where the Company financial statements. Where the maintains a business relationship, unless otherwise Company grants endorsements / guarantees prescribed in other Regulations, the amount of to a corporation where the Company individual endorsements / guarantees shall be maintains a business relationship, unless confined to the total amount of business otherwise prescribed in other Regulations, transaction accumulated over the past twelve the amount of individual endorsements / months and shall not exceed 10% of the net worth guarantees shall be confined to the total shown through the Company’s latest financial amount of business transaction statements. accumulated over the past twelve months and shall not exceed 5% of the paid-in capital of the guaranteed beneficiary.

3.2.3 The Company shall notify the Independent Director in writing of any major irregularities, and shall also send to the independent Director the improvement plan stipulated in the breach of governing loaning of funds and making of endorsements/guarantees	N/A	Duly amended in accordance with the law. (Newly added)
5.2 Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of theloaning of funds and endorsements/guarantees, whichever date is earlier. The company whose loans reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence.	5.2 Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of thetransaction, whichever date is earlier. The company whose loans reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence.	Duly amended in accordance with the law.
5.2.2.3 The aggregate balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for,book value of the equity method long term investment,and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement.	5.2.2.3 The aggregate balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement.	Duly amended in accordance with the law.
6 Announcement of implementation and amendment 6.1 This Regulation should be approved by the Board of Directors, and then forwarded to Supervisors and recognized in shareholders’ meeting before implementation. Amendments to this Regulation should be approved by more than half of the members of the Audit Committee, and forwarded to the Board of Directors for its resolution. If the approval from more than half of the Audit Committee’s members is not obtained, the amendments may be approved by more than two-thirds of all the Directors, but the Audit Committee’s resolution should be recorded in the Board of Directors’ meeting minutes. The Amendments should be implemented only after they are approved by the Board of Directors and then recognized in shareholders’ meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to the audit committee and for discussion by the	6 Announcement of implementation and amendment 6.1 This Regulation should be approved by the Board of Directors, and then forwarded to Supervisors and recognized in shareholders’ meeting before implementation. Amendments to this Regulation should be approved by more than half of the members of the Audit Committee, and forwarded to the Board of Directors for its resolution. If the approval from more than half of the Audit Committee’s members is not obtained, the amendments may be approved by more than two-thirds of all the Directors, but the Audit Committee’s resolution should be recorded in the Board of Directors’ meeting minutes. The Amendments should be implemented only after they are approved by the Board of Directors and then recognized in shareholders’ meeting.	Duly amended in accordance with the law.

shareholders' meeting.

The aforementioned members of the Audit Committee and Directors refer to those who are incumbent.

6.2 Where the members of the BoD may have different opinions assent or dissent to the amendment of this regulation, their opinions shall be duly observed and stated in the resolution of the BoD.

The Measures were established on May 13, 2003. The First Amendment was made on June 15, 2004. The Second Amendment was made on June 21, 2006. The Third Amendment was made on June 21, 2007. The Fourth Amendment was made on June 22, 2009. The Fifth Amendment was made on June 15, 2010. The Sixth Amendment was made on June 19, 2012. The Seventh Amendment was made on June 19, 2013. The Eighth Amendment was made on June 24, 2015. The Ninth Amendment was made on June 22, 2017. The Tenth Amendment was made on June 21, 2019.

The aforementioned members of the Audit Committee and Directors refer to those who are incumbent. 6.2 Where the members of the BoD may Duly have different opinions for or against amended in making this regulation or any amendment accordance thereafter, their opinions shall be duly with the observed and stated in the resolution of the law. BoD. 7 Addition of The Measures were established on May 13th, 2003. date of The First Amendment was made on June 15th, 2004. amendment The Second Amendment was made on June 21st, 2006. The Third Amendment was made on June 21st, 2007. The Fourth Amendment was made on June 22nd, 2009. The Fifth Amendment was made on June 15nd, 2010. The Sixth Amendment was made on June 19nd, 2012. The Seventh Amendment was made on June 19nd, 2013. The Eighth Amendment was made on June 24nd, 2015. The Ninth Amendment was made on June 22nd, 2017.

Attachment 10

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

	Directors
AFTER Amendment	BEFORE Amendment	Description
Article 1 The cumulative voting method shall be used for election of Lite-On Technology Corporation's directors. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Shareholder numbers or attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on Lite-On Technology Corporation's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: A. Basic requirements and values: Gender, age, nationality, race or ethnicity, and culture. B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform his/her duties. The abilities that must be present in the board as a whole are as follows: A. Ability to make sound business judgments. B. Ability to perform accounting and financial analysis. C. Ability to manage a business. D. Ability to handle crisis management. E. Knowledge of the industry.	Article 2 The cumulative voting method shall be used for election of Lite-On Technology Corporation's directors. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Shareholder numbers or attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on Lite-On Technology Corporation's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: C. Basic requirements and values: Gender, age, nationality, and culture. D. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform his/her duties. The abilities that must be present in the board as a whole are as follows: I. Ability to make sound business judgments. J. Ability to perform accounting and financial analysis. K. Ability to manage a business. L. Ability to handle crisis management. M. Knowledge of the industry. N. An international market perspective.	Amendments pursuant to strength the board diversity

F. An international market perspective. G. Leadership ability. H. Decision-making ability.	O. Leadership ability. P. Decision-making ability.
Article 4 During the two years before being elected or during the term of office, independent directors of Lite-On Technology Corporation may not have been or be any of the following: A. An employee of Lite-On Technology Corporation or any of its affiliates. B. A director or supervisor of Lite-On Technology Corporation or any of its affiliates. Exception shall apply to independent directors established by Lite-On Technology Corporation or its subsidiary pursuant to the Securities and Exchange Act or local laws and regulations. C. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of Lite-On Technology Corporation, or ranks among the ten largest natural-person shareholders. D. Personnel listed in Subparagraph 2 and 3 anda spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinshipof the managerial officer of the Company or affiliate company. 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	Article 4 During the two years before being elected or during the term of office, independent directors of Lite-On Technology Corporation may not have been or be any of the following: A. An employee of Lite-On Technology Corporation or any of its affiliates. B. A director or supervisor of Lite-On Technology Corporation or any of its affiliates. Exception shall apply to independent directors established by Lite-On Technology Corporation or its subsidiary pursuant to the Securities and Exchange Act or local laws and regulations. C. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of Lite-On Technology Corporation, or ranks among the ten largest natural-person shareholders. D. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs. 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.	Amendments pursuant to the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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.

A professional individual who, provides auditing services for the Company or to any affiliate of the company, 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 that received cumulative compensation totaling over NT$500,000 within two years. However, this excludes members of the Remuneration Committee who exercise power in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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

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.

E. 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.
F. It holds shares, together with those held by any of its directors, supervisors, and

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

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

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

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

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

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.

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

H. 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.

The election of directors (including

Amendments pursuant to the

Article 5 The election of directors (including

Article 5

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 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

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).

Lite-On Technology Corporation may present a slate of director (including independent director) candidates

provisions of Article 192-1 of the Company Act and the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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 specify ~~include in the documentation attached thereto e~~ ach nominee's name, educational background, work experienc ~~e, 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. i~~ ndependent director nominees in the preceding paragraph and provide documents specified in Article 3, Paragraph 1 and Article 4 regarding qualifications of the nominees and other certification documents

If independent directors are nominated, 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

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 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:

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 nominating shareholder fails to specify the name, education, and experience of the nominee.
E. Where the relevant documentary proof for independent directors 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 terms or more, Lite-On Technology Corporation shall publicly disclose, together with the slate of candidates ~~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,~~

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 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 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.~~

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.

Article 6

non-independent director elect. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

If the outcome shows that none of the independent directors candidates with the highest numbers of votes has accounting or financial expertise, those candidates with accounting or financial expertise shall have their votes counted separately and one seat shall be awarded to the candidate with the highest number of

Article 6

Independent and non-independent directors shall be elected at the same time, but the numbers of independent or non-independent directors to be elected shall be calculated separately. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an independent or non-independent director elect. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

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

	votes. The remaining positions shall be filled as described in the preceding paragraph. If an independent director elected at a shareholders’ meeting is required to be dismissed ipso facto during the term of office for reason of a violation of Article 3 or 4 herein, it is prohibited to change the status of the person from independent director to non-independent director. A non-independent director elected at a shareholders’ meeting likewise may not be arbitrarily changed from a non-independent director to an independent director during the term of office.	votes. The remaining positions shall be filled as described in the preceding paragraph. If an independent director elected at a shareholders’ meeting is required to be dismissed during the term of office for reason of a violation of Article 3 or 4 herein, it is prohibited to change the status of the person from independent director to non-independent director. A non-independent director elected at a shareholders’ meeting likewise may not be arbitrarily changed from a non-independent director to an independent director during the term of office.
	Article 17 The rules were established on March 13, 1989. The first amendment was made on May 19, 1998. The second amendment was made on May 21, 2002. The third amendment was made on June 21, 2007. The fourth amendment was made on June 19, 2012. The fifth amendment was made on June 19, 2013. The sixth amendment was made on June 24, 2015. The seventh amendment was made on June 24, 2016. The eighth amendment was made on June 22~~XX,~~2018. The 9th amendment was on June 21, 2019.	Article 17 The rules were established on March 13, 1989. The first amendment was made on May 19, 1998. The second amendment was made on May 21, 2002. The third amendment was made on June 21, 2007. The fourth amendment was made on June 19, 2012. The fifth amendment was made on June 19, 2013. The sixth amendment was made on June 24, 2015. The seventh amendment was made on June 24, 2016. The eighth amendment was made on June 22~~XX,~~2018.	Add new date of amendment

Lite-On Technology Corporation Attachment 11 Details of Discussion of release of directors from non-competition restrictions:


No	Position	Name	Release of Directors from non-competition restrictions
1	Director	Raymond Soong	◼ Chairman of Lite-On Semiconductor Corp., DIODES,INC, Lite-On Semi (Wuxi) Co., Ltd., Lite-On Semi Electronics (Wuxi) Co., Ltd. and G-Pro Electronics (SH) Co., Ltd. ◼ Chairman, representative of Silitech Technology Corp., Co-tech Copper Foil Corporation and SUZHOU LITE-ON STORAGE CO., LTD. ◼ Director of DYNA International Holding Co.,Ltd., DYNA International Co. Ltd, Lite-On Semiconductor (HK) LTD and On-Bright Electronics Incorporated ◼ Director, representative of Silitech (Hong Kong) Holding Ltd., Silitech Technology (Su Zhou) Ltd., Xurong Electroinc (Shenzhen) Co., Ltd., Silitech (BVI) Holding Ltd., Silitech (Bermuda) Holding Ltd., Silitech Technology Corp. Ltd., Silitech Technology Corp. Sdn. Bhd. and SKYLA CORPORATION
2	Director	Warren Chen	◼ Director of Lite-On Semiconductor Corp., Lite-On Japan Ltd., KBW-LITEON Jordan Private Shareholding Limited and KBW-LEOTEK Jordan Private Shareholding Limited ◼ Director, representative of Philips & Lite-On Digital Solutions Corporation, Silitech Technology Corp., Silitech (BVI) Holding Ltd., Silitech (Bermuda) Holding Ltd., Silitech Technology Corp. Ltd., Silitech Technology Corp. Sdn. Bhd., Silitech (Hong Kong) Holding Ltd., Silitech Technology (Su Zhou) Ltd., Xurong Electroinc (Shenzhen) Co., Ltd., SKYLA CORPORATION, SUZHOU LITE-ON STORAGE CO., LTD.
3	Director	Tom Soong	◼ Vice Chairman of KBW-LITEON Jordan Private Shareholding Limited, KBW-LEOTEK Jordan Private Shareholding Limited and LEOTEK, PSC ◼ Director of Co-tech Copper Foil Corporation
4	Director	Keh-Shew Lu	◼ Director of Lorenz Co., Ltd. and Diodes Incorporated ◼ Director, representative of Nuvoton Technology Corp. ◼ President and CEO of Diodes Incorporated
5	Director	CH Chen	◼ Chairman, representative of Lite-On Semiconductor (Philippines) ◼ Vice Chairman of DIODES, INC. and Lite-On Semiconductor Corp. ◼ Director of Smart Power Holding Group Co.Ltd., G-Pro Electronics (SH) Co., Ltd., DYNA International Holding Co., Ltd., DYNA International


			Co., Ltd., Lite-On Semi (Wuxi) Co., Ltd., Lite-On Semi Electronics (Wuxi) Co., Ltd., Lite-On Semiconductor (HK) LTD and Smart Power Holding Group Co. Ltd. ◼ Director, representative of Kwong Lung Enterprise Co, Ltd.
6	Independent Director	Albert Hsueh	◼ Independent Director of , Yuanta Financial Holding Co., Ltd. and Yuanta Bank, Walsin Lihwa Corp. and TTY Biopharmaceutial Manufacturers Association
7	Independent Director	Harvey Chang	◼ Chairman of TVBS, Via On Demand and IC Broadcasting Co., Ltd.
8	Independent Director	Edward Yang	◼ iD Ventures America, LLC Partner ◼ Chairman of GVT Fund ◼ Director of Sifotonics Technologies, Bandwidth 10 and Neurostim OAB
9	Independent Director	Mike Yang	◼ Chairman of Quanta Cloud Technology Japan Inc. ◼ Director & President of QCT Korea Inc. ◼ Senior Vice President of Quanta Computer Inc. Cloud Computing Business Unit ◼ President of Quanta Cloud Technology Inc., Cloud-Tech (Chongqing) Technology Co., Ltd. and QCT LLC President ◼ Managing Director of Quanta Cloud Technology Germany GmbH and QCG Computer GmbH

Lite-On Technology Corporation Appendix 1 Rules and Procedures of Shareholders’ Meeting

To establish a strong governance system and sound supervisory capabilities for this Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules. 3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

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

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

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

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

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

5.

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

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

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

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

7.

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

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

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

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

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

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

9.

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

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

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

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

10.

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

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

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

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

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

11.

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

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

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

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

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

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

12.

Voting at a shareholders meeting shall be calculated based the number of shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15.

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

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

16.

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

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

17.

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

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

18.

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

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

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

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
The Measures were established on March 13, 1989.

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

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

Appendix 2

Lite-On Technology Corporation

Articles of Incorporation

Chapter One General Provisions

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

Article II

The Company shall engage in the following business:

C804020 Manufacture of industry-oriented rubber products.
C805050 Manufacture of industry-oriented plastic products.
CB01010 Manufacture of machinery & equipment
CB01020 Business machinery manufacture.
CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
CC01030 Manufacture of electrical appliance and audio and visual electronic products.
CC01040 Lighting Facilities Manufacturing
CC01060 Manufacture of wire communications machinery & equipment.
CC01070 Manufacture of wireless communications machinery & equipment.
CC01080 Manufacture of electronic parts & components.
CC01090 Batteries Manufacturing
CC01101 Manufacture of telecommunications controlled frequency RF equipment manufacture.
CC01110 Computers and Computing Peripheral Equipments Manufacturing
CC01120 Data storage media manufacture and duplication.
CC01990 Electrical Machinery, Supplies Manufacturing
CD01030 Manufacture of automobile and automobile parts & components.
CD01040 Motor Vehicles and Parts Manufacturing
CE01010 Precision Instruments Manufacturing
CE01030 Manufacture of Optical instrument.
CF01011 Medical Materials and Equipment Manufacturing
CH01040 Manufacture of toy.
CQ01010 Manufacture of mold.
E601010 Electric Appliance Construction
E603090 Illumination Equipments Construction
E801010 Interior decoration services
F106030 Mold wholesale.
F108031 Wholesale of Drugs, Medical Goods
F109070 Cultural, educational, music and recreational article & instrument wholesale.
F111090 Building material wholesale
F113010 Machinery wholesale.
F113020 Electrical appliance wholesale.
F113030 Precise instrument wholesale.

F113050 Computer & business machinery & equipment wholesale.
F113070 Telecommunication equipment wholesale.
F113110 Wholesale of Batteries
F114010 Wholesale of Automobiles
F114020 Wholesale of Motorcycles
F114030 Automobile, motorcycle parts & accessories wholesale.
F118010 Information software wholesale.
F119010 Electronic material wholesale.
F206030 Mold retail.
F209060 Cultural, educational, music and recreational article & instrument retail.
F211010 Building material retail.
F213010 Electric appliance retail.
F213030 Computer & business machinery & equipment retail.
F213040 Precise instrument retail.
F213060 Telecommunication equipment retail.
F213080 Machinery & appliance retail.
F213110 Retail Sale of Batteries
F214010 Retail Sale of Automobiles
F214020 Retail Sale of Motorcycles
F214030 Automobile, motorcycle parts & accessories retail.
F218010 Information software retail.
F219010 Electronic material retail.
F401010 International trade.
F401021 Import of controlled telecommunication frequency RF equipment.
G801010 Warehousing services.
H701010 Housing and building development, lease and sales.
I102010 Investment consultancy.
I103060 Management consultancy.
I301010 Information software services.
I301020 Data Processing Services
I501010 Product design business
I503010 Landscaping, interior design business.
IC01010 Pharmaceuticals Examining Services
IG03010 Energy Technical Services
ZZ99999 The Company may, other than those businesses subject to special permission (franchise), engage in all businesses except those banned or restricted by laws.

Article III

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

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

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

Chapter Two Shares

Article IV

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

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

shareholders have no voting right for shares held under Article 179 of the Company Law. Article XII Unless otherwise provided for in applicable laws and regulations, decisions in the shareholders' meeting shall be resolved by a majority of votes in the meeting where present shareholders represent a majority of the total issued shares.

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

Chapter Four Directors and Audit Committee

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

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

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

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

Article XVI Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly

held to elect ones supplementary to serve the tenure of office remaining by the predecessors. Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an extraordinary meeting whenever the chairman considers it necessary or on the requisition of two or more directors. Board of Directors meetings shall be convened and chaired by the chairman in all cases. During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Law.

Notices for convening meetings may be made in writing or by e-mail or fax. An extraordinary meeting may be convened at any time in case of an emergency. The Board of Director meetings may be conducted by video conference. Directors who participate in the meeting through video conference are deemed to have attended in person.

Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors meeting shall be resolved by a majority of votes in the meeting where attending directors represent a majority of the total number of directors. A director who is unavailable to attend the board of directors meeting may be represented by another director per Article 205 of the Company Law.

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

Chapter Five Managers and staff members

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

Chapter Six Accounting

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

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

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

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

1.Employees’ compensation：no less than 1%

2.Directors’ compensation：no more than 1.5%

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

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

Article XXIV If there is net profit after tax upon the final settlement of account of each fiscal year, the Company shall first to offset any previous accumulated losses (including unappropriated earnings adjustment if any) and set aside a legal reserve at 10% of the net profits, unless the accumulated legal reserve is equal to the total capital of the Company; then set aside special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The remaining net profit, plus the beginning unappropriated earnings (including adjustment of unappropriated earnings if any) , shall be distributed into dividends to shareholders according to the distribution plan proposed by the Board of Directors and submitted to the shareholders’ meeting for approval.

In consideration of business development plan, investing environment, demand for funds, global competiveness and the shareholders’ interest, the Dividend Policy of the Company is the distribution to shareholders with the appropriation of the amount which shall be no less than 70% of the net profit after income tax under the circumstance that there is no cumulated loss in prior years. The distribution may be executed in cash dividend and/or share dividend, and the cash dividend shall be no less than 90% of the total distributed dividends.

Chapter Seven Bylaws

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

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

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

the Company Law and other applicable laws and ordinances.

Article XXVI The Articles of Incorporation and amendment hereof, if any, shall come into enforcement after being resolved in the shareholders’ meeting, submitted to and approved by the competent authority. Article XXVII The Articles were duly stipulated on March 13, 1989. The Articles were duly amended on March 20, 1990 as the 1st amendment. The Articles were duly amended on May 11, 1991 as the 2nd amendment. The Articles were duly amended on May 20, 1992 as the 3rd amendment. The Articles were duly amended on June 27, 1992 as the 4th amendment. The Articles were duly amended on June 21, 1993 as the 5th amendment. The Articles were duly amended on December 18, 1993 as the 6th amendment. The Articles were duly amended on May 30, 1995 as the 7th amendment. The Articles were duly amended on April 2, 1996 as the 8th amendment. The Articles were duly amended on May 6, 1997 as the 9th amendment. The Articles were duly amended on May 19, 1998 as the 10th amendment. The Articles were duly amended on June 21, 1999 as the 11th amendment. The Articles were duly amended on May 31, 2000 as the 12th amendment. The Articles were duly amended on April 19, 2001 as the 13th amendment. The Articles were duly amended on May 21, 2002 as the 14th amendment. The Articles were duly amended on August 5, 2002 as the 15th amendment. The Articles were duly amended on May 13, 2003 as the 16th amendment. The Articles were duly amended on June 15, 2004 as the 17th amendment. The Articles were duly amended on June 14, 2005 as the 18th amendment. The Articles were duly amended on June 21, 2006 as the 19th amendment. The Articles were duly amended on June 21, 2007 as the 20th amendment. The Articles were duly amended on June 25, 2008 as the 21st amendment. The Articles were duly amended on June 15, 2010 as the 22nd amendment. The Articles were duly amended on June 19, 2012 as the 23rd amendment. The Articles were duly amended on June 19, 2013 as the 24rd amendment. The Articles were duly amended on June 19, 2014 as the 25th amendment. The Articles were duly amended on June 24, 2015 as the 26th amendment. The Articles were duly amended on June 22, 2017 as the 27th amendment The Articles were duly amended on June 22, 2018 as the 28th amendment

Appendix 3

Lite-On Technology Corporation

Rules Governing the Election of Directors

Article 2

Elections of Lite-On Technology Corporation's independent and non-independent directors shall be conducted in accordance with these Rules.

Article 3

The cumulative voting method shall be used for election of Lite-On Technology Corporation's directors. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Shareholder numbers or attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on Lite-On Technology Corporation's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

E. Basic requirements and values: Gender, age, nationality, and culture.
F. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform his/her duties. The abilities that must be present in the board as a whole are as follows:

Q. Ability to make sound business judgments.
R. Ability to perform accounting and financial analysis.
S. Ability to manage a business.
T. Ability to handle crisis management.
U. Knowledge of the industry.
V. An international market perspective.
W. Leadership ability.
X. Decision-making ability.

Article 4

The Company’s independent directors must possess one of the following qualifications and have five years or more of work experience:

A. An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.
B. A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.
C. Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the compan ~~y...~~

At least one of the Company's independent directors is required to have accounting or financial expertise. At least one of the independent directors must be domiciled in the Republic of China to be able to promptly fulfill supervisory functions.

A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:

A. Any circumstance set out in a subparagraph of Article 30 of the Company Act.
B. The director is a government agency, juristic person, or representative thereof, and was elected in accordance with Article 27 of the Company Act.
C. Any violation of the independent director qualification requirements set out in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

Article 5

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:

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

I. 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.
J. 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.
K. It and its group companies are the source of 30 percent or more of the operating revenue of

the Company.

L. 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.

Article 6

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).

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:

D. 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.
E. 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.
F. Otherwise as designated by the competent authority.

of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates:

F. Where the nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
G. 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.
H. Where the number of nominees exceeds the number of directors (including independent directors) to be elected.
I. 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 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.

Article 7

If an independent director elected at a shareholders’ meeting is required to be dismissed during the term of office for reason of a violation of Article 3 or 4 herein, it is prohibited to change the status of the person from independent director to non-independent director. A non-independent director elected at a shareholders’ meeting likewise may not be arbitrarily changed from a non-independent director to an independent director during the term of office.

Article 8

All shareholders listed in Lite-On Technology Corporation's shareholder register have the right to vote.

Article 9

The ballots will be prepared by the board of directors and numbered by shareholder account number. The number of votes will also be printed on the ballot of each shareholder.

Article 10

When an election begins, the chair of the shareholders’ meeting shall announce the election and assign several ballot monitors and tellers to perform respective tasks.

Article 11

Voters shall write a candidate's name in the space marked "Candidate" on their ballots, and specify their shareholder account number, ID number, or unified business number. If a candidate is an institutional shareholder, the name of the institution and that of its representative shall be provided as well as institutional shareholder account number or unified business number.

Article 12

A ballot is invalid under any of the following circumstances:

A. The ballot was not prepared by the Company.
B. A blank ballot is placed in the ballot box.
C. The writing is unclear and indecipherable or has been altered.
D. The candidate's account name (title or name) or shareholder account number (ID number/UBN) is not provided.
E. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or ID number/UBN is provided in the ballot to identify such individual.
F. Two or more candidates are named on the same ballot.
G. Other words or marks are entered in addition to the candidate's account name (title or name) or shareholder account number (ID number/UBN) and the number of voting rights allotted.
H. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and ID number/UBN do not match.
I. Any other violation of laws and regulations, the Articles of Incorporation, and related rules.

Article 13

The ballot box shall be prepared by the board of directors and inspected by the monitors before ballots are cast.

Article 14

Voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors (including independent directors) and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the

monitors and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

The board of directors shall issue notifications to the persons elected as directors, and have the director elects sign their consent to appointment.

Article 16

Matters not provided herein shall be subject to the provisions of the Company Act and other applicable laws and regulations.

Article 17

These Rules shall come into effect upon approval of the shareholders’ meeting. The same applies to all subsequent amendments.

Article 18

The rules were established on March 13, 1989. The first amendment was made on May 19, 1998. The second amendment was made on May 21, 2002.

The third amendment was made on June 21, 2007.

The fourth amendment was made on June 19, 2012. The fifth amendment was made on June 19, 2013. The sixth amendment was made on June 24, 2015. The seventh amendment was made on June 24, 2016. The eighth amendment was made on June 2 ~~2XX,~~ 2018.

Appendix 4

List of Candidates for Directors and Independent Directors

No.	Position	Shareholder Account Number	Name	No. of Shares Held	Major Educational Background and Experience
1	Director	1	Raymond Soong	79,302,560	■Current Position: • Chairman, Lite-On Technology Corp., Lite-On Semiconductor Corp. and DIODES,INC. • Chairman, representative of Silitech Technology Corp., Co-tech Copper Foil Corporation • Director of On-Bright Electronics Incorporated ■Educational: • Honorary PhD in Management, National Chiao Tung University ■Experience: • Fellow, Industrial Technology Research Institution • Chairman & Founder of Lite-On Group/Lite-On Cultural Foundation • Member of Board of Councilors, the Doctorate College of Technology, South California (USC) • Chief Engineer, Texas Instruments Taiwan Ltd.
2	Director	130589	Warren Chen	7,349,116	■Current Position: • GCEO of Lite-On Group • Vice Chairman, representative of Lite-On Technology Corp. • Director, representative of Lite-On Semiconductor Corp. and Silitech Technology Corp. • Director of Lite-On Japan Ltd. ■Educational: • Chemical Engineering, Chinese Culture

					University ■Experience: • GCEO of Lite-On Group and CEO of Lite-On Technology Corp. • President, Lite-On Electronic Co. • Manufacturing Super-Intendant, Texas Instrument
3	Director	88	Tom Soong	5,420,287	■Current Position: • Director, representative of Lite-On Technology • SLA BG CEO of Lite-On Technology Corp ■Educational: • University of Southern California/ Electrical Engineering • NTU EMBA International Business Attendance (NTU-FUDAN EMBA Program)  ■Experience: • General manager , Lite-on Technology (Shanghai) Co., Ltd. • Business Group CEO, New Mechanical Competence SBG, Lite-On Technology Corporation • Representative, Lite-On Technology(China)Inc. Beijing Representative Office • VP , Lite-On Electronics H.K. Limited and China Bridge Express Trading Co.,Ltd.
4	Director	59285	Ta-Sung Investment Co., Ltd. Representative Keh-Shew Lu	47,088,399	■Current Position: • Director, President and CEO of Diodes Incorporated Co., Ltd. • Director of Lorenz • Director, representative of Lite-On Technology and Nuvoton Technology Corp. ■Educational:

					• Bachelor, EE, National Cheng Kung University • Master, EE, Texas Institute of Technology • PhD, EE, Texas Institute of Technology ■Experience: • Asian Regional President, Senior VP, Texas Instruments • Director, VArmour Corp. Ltd. • Chairman,LedEngin
5	Director	59285	Ta-Sung Investment Co., Ltd. Representative CH Chen	47,088,399	■Current Position: • Vice Chairman, Diodes Incorporated and Lite-On Semiconductor Corp. • Director, Actron Technology Corporation • Director, representative of Lite-On Technology Corp. and Kwong Lung Enterprise Co, Ltd. ■Educational: • Bachelor, Dept of Mechanical Engineering, National Taiwan University ■Experience: • Vice CEO, Texas Instruments Taiwan Ltd. • Chairman, Co-tech Copper Foil Corporation • Chairman, On-Bright Electronics Incorporated Co.,Ltd.
6	Independent Director	528391	Albert Hsueh	0	■Current Position: • Independent Director of , Lite-On Technology Corp., Yuanta Financial Holding Co., Ltd. and Yuanta Bank, Walsin Lihwa Corp. and TTY Biopharmaceutial Manufacturers Association ■Educational: • MBA, Bloomsburg University,Pennsylvania,

					U.S.A. • Master of Accounting, Soochow University ■Experience: • Chairman of PricewaterhouseCoopers Taiwan • Director, Corporate Governance Association in Taiwan • Member of the Committee in charge of the examination affairs and qualification screening for professional and technologies, Examination Yuan • Professor, National Tsinghua University of College of Technology Management • Professor, National Taiwan University of Science and Technology, School of Management
7	Independent Director	441272	Harvey Chang	0	■Current Position: • Chairman of TVBS, Via On Demand and IC Broadcasting Co., Ltd. • Independent Director of , Lite-On Technology Corp. ■Educational: • MBA, The Wharton School, Pennsylvania State University • Bachelor, Dept of Geology, National Taiwan University ■Experience: • President and CEO, Taiwan Mobile • Senior VP and CFO, TSMC • Chairman, China Securities Investment Trust Corp. • President, China Development Trust Co. Ltd. • President,Grand Cathay

					Securities
8	Independent Director	435270	Edward Yang	0	■Current Position: • Independent Director of , Lite-On Technology Corp. • iD Ventures America, LLC Partner • Chairman, GVT Fund • Director, Sifotonics Technologies, Bandwidth 10 and Neurostim OAB ■Educational: • Stanford Executive Program (SEP), Stanford University • Master of Science in Electrical Engineering Science, Oregon State University • Bachelor of Science in Electrical Engineering, National Cheng Kung University ■Experience: • Independent Director, FocalTech • Independent Director, Silicon Storage Technology • Independent Director, Pericom Semiconductor • Member of Prospective Technology Steering Committee, Industrial Technology Research Institute • Member of Strategy Steering Committee, Institute for Information Industry • Member of Engineering School Consulting Committee, San Jose State University • Vice President and CTO, Personal Product Group, HP • Vice President and CTO, Business Product Group, HP

					• President of Singapore Network and Telecommunications System Business Division, HP
9	Independent Director	555968	Mike Yang	0	■Current Position: • Chairman of Quanta Cloud Technology Japan Inc. • Director & President of QCT Korea Inc. • Senior Vice President of Quanta Computer Inc. Cloud Computing Business Unit • President of Quanta Cloud Technology Inc., Cloud-Tech (Chongqing) Technology Co., Ltd. and QCT LLC President • Managing Director of Quanta Cloud Technology Germany GmbH and QCG Computer GmbH ■Educational:  Arizona State University Master of Science ■Experience: • ADI Corp. Procurement Dept. Associate Vice President

Note：Reasons for the nomination of independent directors who have served for three consecutive terms

terms
Position	Name	Reasons for the nomination of independent directors who have served for three consecutive terms
Independent Director	Harvey Chang	The individual specializes in industrial analysis and business management and retains extensive experience in performance management,corporategrowth,and investment. The individual

		will be invaluable to the Company's future investment plans and financialplans.
	Edward Yang	The individual retains extensive experience and professional skills in the Company's related industries and proposes forward-looking insights on industrial development. The individual can provide strategic guidance for the Company's new product development and expansion into new markets.

Appendix 5

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

(Note1) Only cash dividends and no stock dividends were proposed in the Company’s 2019 shareholder meeting.

(Note2) In accordance with the “Guidelines for Disclosure of the Financial Forecast by Public Companies”, it is not necessary for the Company to disclose financial forecast information of 2019. This information related to change of operating performance and pro forma earnings per share and the PE ratio are not applicable.

Appendix 6

Lite-On Technology Corporation

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

I. In accordance with Article 26 of the Securities and Exchange Act, the Company’s directors shall at least hold a total of 56,420,808 shares. As of April 23, 2019, the entire directors of the Company held 187,030,054 shares.
II. The Company has established an Audit Committee; the requirements for shareholding by supervisors are not applicable.
III. Shares held by Independent Directors are not counted towards the shares held by all directors. IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is suspended, i.e., April 23, 2019.

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

AI assistant

LTC — AGM Information 2019

51997_rns_2019-11-01_b9448f6b-05af-4f76-8e2b-5e3c5f3f3b1d.pdf

Lite-On Technology Corporation

Meeting Agenda

Lite-On Technology Corporation

Meeting Procedure for the Annual General Meeting of Shareholders for 2019

I. Chairperson Calls Meeting to Order

V. Provisional Motions

VI. Adjournment

Lite-On Technology Corporation

Agenda of the Annual General Meeting of Shareholders for 2019

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

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

V. Provisional Motions

VI. Adjournment

III. Reports on Company Affairs

i. 2018 Business Report

ii. Audit Committee’s Review Report on the 2018 Financial Statements

Explanation:

iii. Employees and Directors compensation for 2018

Explanation:

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

IV. Proposals and Discussions

i. Proposal: Adoption of 2018 Financial Statements.

Proposed by the Board of Directors

ii. Proposal: Adoption of the Proposal for Appropriation of 2018 Earnings

Resolution

Proposed by the Board of Directors

4. Please discuss and resolve.

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

Explanation:

v. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, please discuss and resolve.

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

vii. Proposal: Election of the Board of Directors of the 11th Term.

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

V. Provisional Motions

VI. Adjournment

Lite-On Technology Corporation Business Report

Dear Shareholders,

Business Performance

Corporate Social Responsibility

Future Outlook

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Allowance for Impairment Loss for Trade Receivables

Allowance for Inventory Valuation Loss

Impairment Loss for Property, Plant and Equipment and Intangible Assets (Including Goodwill)

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-1

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Attachment 2-3

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

Attachment 2-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Allowance for Impairment Loss for Trade Receivables

Allowance for Inventory Valuation Loss

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

LITE-ON TECHNOLOGY CORPORATION

LTC AGM Information 2019