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LTC AGM Information 2019

Nov 1, 2019

51997_rns_2019-11-01_49688ba8-9913-4441-9c8a-e0e39407b152.pdf

AGM Information

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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2019

Meeting Minutes Date: June 21, 2019

Lite-On Technology Corporation 2019 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 21, 2019

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

(International Convention Center, Lite-On Technology Building)

Attending shareholders and proxy representing:

1,963,054,847 shares (among them, 1,516,803,459 shares voted via electronic transmission), which accounts for 84.46% of total 2,324,025,532 outstanding shares (excluding 26,841,500 non-voting shares)

Director attendees:

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

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

Chairman: Raymond Soong

Recorder: Yawen Yang

I. Chairperson Calls Meeting to Order

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

II. Opening Remarks by the Chairperson (omitted)

III. Reports on Company Affairs

  • i. 2018 Business Report (see Attachment 1)

  • ii. Audit Committee’s Review Report on 2018 Financial Statements (see Attachment 2~4)

  • iii. Employees and Directors compensation for 2018 (omitted)

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

IV. Proposals and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2018 Financial Statements. Explanation:

  1. 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.

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

  3. For the business report for Year 2018, please refer to Attachment 1.

  4. For the financial statements for Year 2018, please refer to Attachments 2 & attachment 3.

  5. Please proceed to adopt.

Resolution:

85.24% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of

votes required by law and company policies.

equired bylaw and company policies.
Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,673,370,505 shares(1,227,179,510 shares) 85.24%
Shares voted against theproposal 0,000,117,129 shares(0,000,117,129 shares) 0%
Abstained shares 0,289,567,213 shares(0,289,506,820 shares) 14.75%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%
  • 2 -

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 5.

  • 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 Chairman is authorized to duly adjust cash payout rates.

  • For distribution of cash dividends, it is proposed that the Chairman 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

85.78% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,684,069,043 shares(1,237,878,048 shares) 85.78%
Shares voted against theproposal 0,000,117,032 shares(0,000,117,032 shares) 0%
Abstained shares 0,278,868,772 shares(0,278,808,379 shares) 14.20%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

Proposed by the Board of Directors

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

  1. 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.

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

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

  4. Please discuss and resolve.

Resolution:

85.45% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,677,462,665 shares(1,231,271,670 shares) 85.45%
Shares voted against theproposal 0,001,214,208 shares(0,001,214,208 shares) 0.06%
Abstained shares 0,284,377,974 shares(0,284,317,581 shares) 14.48%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

Proposed by the Board of Directors

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

  1. 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.

  2. 3 -

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

  4. Please discuss and resolve.

Resolution:

85.50% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,678,539,475 shares(1,232,348,480 shares) 85.50%
Shares voted against theproposal 0,000,137,348 shares(0,000,137,348 shares) 0%
Abstained shares 0,284,378,024 shares(0,284,317,631 shares) 14.48%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

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 8 for a comparison of the contents before and after amendment.

  • Please discuss and resolve.

Resolution:

85.50% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,678,537,207 shares(1,232,346,212 shares) 85.50%
Shares voted against theproposal 0,000,137,362 shares(0,000,137,362 shares) 0%
Abstained shares 0,284,380,278 shares(0,284,319,885 shares) 14.48%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

Proposed by the Board of Directors

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

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

  2. Please refer to Attachment 9 for a comparison of the contents before and after amendment.

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

  4. Please discuss and resolve.

Resolution:

85.50% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of

votes required by law and company policies.

ired by law and company policies.
Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,678,538,322 shares(1,232,347,327 shares) 85.50%
Shares voted against theproposal 0,000,139,501 shares(0,000,139,501 shares) 0%
Abstained shares 0,284,377,024 shares(0,284,316,631 shares) 14.48%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%
  • 4 -

Proposed by the Board of Directors

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

Explanation:

  1. Please duly elect nine directors of the 11th term (including four independent directors). For “Regulations Governing Election of Directors”, please refer to Attachment 9 and Appendix 3.

  2. For candidates of directors and independent directors of the 11th term, please refer to Appendix 4.

  3. The directors of the 11th term will serve a three-year term starting from June 21, 2019 to June 20, 2022.

Election result

Election result
Result of
Election
Shareholder
Account
Number
Name Number of votes
received
Director 1 Raymond Soong 1,740,362,937
Director 130589 Warren Chen 1,628,940,568
Director 88 Tom Soong 1,535,633,327
Director 59285 Ta-Sung Investment Co., Ltd.
Representative Keh-Shew Lu
1,220,390,337
Director 59285 Ta-Sung Investment Co., Ltd.
Representative CH Chen
1,200,245,222
Independent
Director
528391 Albert Hsueh 1,602,064,921
Independent
Director
441272 Harvey Chang 1,171,012,879
Independent
Director
435270 Edward Yang 1,156,893,883
Independent
Director
555968 Mike Yang 1,596,845,159

Proposed by the Board of Directors

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

Explanation:

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

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

  3. The detail of release of directors from non-competition restrictions, please refer to Attachment 10.

  4. Please discuss and resolve.

Resolution:

78.19% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

Item Shares (include shares voted via electronic
transmission)
%
Shares represented at the time of voting 1,963,054,847 shares(1,516,803,459 shares) 100%
Shares voted for theproposal 1,534,966,067 shares(1,088,775,072 shares) 78.19%
Shares voted against theproposal 0,024,760,946 shares(0,024,760,946 shares) 1.26%
Abstained shares 0,403,327,834 shares(0,403,267,441 shares) 20.54%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%
  • 5 -

V. Provisional Motions: None

VI. Adjournment

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

Chairman: Raymond Soong Recorder: Yawen Yang

  • 6 -

LITE-ON Technology Corporation Attachment 1 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

  • 7 -

Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Lite-On Technology Corporation

Opinion

We have audited the accompanying consolidated financial statements of Lite-On Technology Corporation and its subsidiaries (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.

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:

  1. 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.

  2. We obtained information of the year-end allowance for inventory valuation loss and inventory aging reports, and we compared the current and prior years’ allowances and analyzed any differences. We drew samples from the year-end inventory and compared the most recent price of goods sold to the carrying amount to ensure that the inventory had been valued by the lower of cost or net realizable value method.

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:

  • 8 -

  • 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.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and 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 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

  • 9 -

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.

  • 10 -

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.

  • 11 -

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)

  • 12 -

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)

  • 13 -

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)

  • 14 -

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)

BALANCE AT JANUARY 1, 2017
Appropriation of the 2016 earnings
Cash dividends - 29.2%
Special reserve
Legal reserve
Changes in non-controlling interests
Changes in percentage of ownership interest in subsidiaries
Changes in capital surplus from investments in associates accounted
for by using the equity method
Changes in capital surplus from cash dividends of the Parent
Company paid to subsidiaries
Net profit for the year ended December 31, 2017
Other comprehensive income (loss) for the year ended December 31,
2017, net of income tax
Total comprehensive income (loss) for the year ended December 31,
2017
BALANCE AT DECEMBER 31, 2017
Effect of retrospective application (Note 3)
BALANCE AT JANUARY 1, 2018 AS RESTATED
Appropriation of the 2017 earnings
Legal reserve
Special reserve
Cash dividends - 4.1%
Distribution of cash dividends from capital surplus
Changes in non-controlling interests
Changes in percentage of ownership interest in subsidiaries
Changes in capital surplus from investments in associates accounted
for by using the equity method
Changes in capital surplus from cash dividends of the Parent
Company paid to subsidiaries
Disposal of investments in equity instruments designated as at
FVTOCI
Disposal of investments accounted for using the equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended December 31,
2018, net of income tax
Total comprehensive income (loss) for the year ended December 31,
2018
BALANCE AT DECEMBER 31, 2018
Equity Attributa ble to Owners of the Par ent Company
Treasury Shares
(Note 26)
$ (1,248,722 )

-
-
-
-
-
-
-
-

-


-

(1,248,722 )

-

(1,248,722 )
-
-
-
-
-
-
-
-
-
-
-

-


-

$ (1,248,722)
Non-controlling
Interests
(Notes 26)
$ 3,348,901

-
-
-
(45,076 )
-
-
-
1,797

(49,671)


(47,874)

3,255,951

-

3,255,951
-
-
-
-
82,776
-
-
-
-
-
10,246

5,672


15,918

$ 3,354,645
Total Equity
$ 79,280,436
(6,864,532 )
-
-
(45,076 )
3,407
3,295
71,529
2,631,131

(1,312,761)

1,318,370
73,767,429

-
73,767,429
-
-
(963,855 )
(5,900,676 )
82,776
(1,810 )
(5,415 )
77,368
-
4,078
7,967,084

(348,578)

7,618,506
$ 74,678,401
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.

  • 15 -

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)
  • 16 -

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)
  • 17 -

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.

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

  • 18 -

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 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:

  1. 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.

  2. 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:

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

  2. We obtained the asset impairment valuation table of each cash generating unit from management. We consulted our firm experts on the reasonableness of management’s impairment assessments and assumptions, including its cash generating unit classifications, cash flow predictions, discount rates, etc.

  3. 19 -

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. 20 -

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and 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 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.

  • 21 -

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.

  • 22 -

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)
  • 23 -

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)
  • 24 -

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)

EARNINGS PER SHARE (NEW TAIWAN
DOLLARS; Note 25)
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 financial statements. (Concluded)

  • 25 -

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)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - 29.2%
Changes in percentage of ownership interest in subsidiaries
Changes in capital surplus from investments in associates
accounted for using the equity method
Changes in capital surplus from cash dividends of the
Company paid to subsidiaries
Net profit for the year ended December 31, 2017
Other comprehensive income (loss) for the year ended
December 31, 2017, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2017
BALANCE AT DECEMBER 31, 2017
Effect of retrospective application (Note 3)
BALANCE AT JANUARY 1, 2018 AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends - 4.1%
Distribution of cash dividends from capital surplus
Changes in percentage of ownership interests in subsidiaries
Changes in capital surplus from investments in associates
accounted for using the equity method
Changes in capital surplus from cash dividends of the
Company paid to subsidiaries
Disposal of investments in equity instruments designated as
FVTOCI
Disposal of investments accounted for using the equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2018
BALANCE AT DECEMBER 31, 2018
Issue of Share Capi tal (Note 21)
Amount
$ 23,508,670
-
-
-
-
-
-
-

-

-
23,508,670

-

23,508,670
-
-
-
-
-
-
-
-
-
-

-

-
$ 23,508,670
Capi tal Surplus (Note 21) 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 Earning s (Note 21) 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 )
-
39,722
-
-
3,460
-
7,956,838

9,469

7,966,307
$ 30,545,001
Oth er Equity (Note 21) Total

$ (1,322,272 )

-
-
-
-
-
-
-

(1,221,746)


(1,221,746)

(2,544,018 )

(279,769)


(2,823,787)

-
-
-
-
(39,722 )
-
-
(3,460 )
4,078
-

(363,719)


(363,719)

$ (3,226,610)
Treasury Shares
(Note 21)
$ (1,248,722 )

-
-
-
-
-
-
-

-


-

(1,248,722 )

-


(1,248,722)

-
-
-
-
-
-
-
-
-
-

-


-

$ (1,248,722)
Total Equity
$ 75,931,535
-
-
(6,864,532 )
3,407
3,295
71,529
2,629,334

(1,263,090)

1,366,244
70,511,478

-

70,511,478
-
-
(963,855 )
(5,900,676 )
(1,810 )
(5,415 )
77,368
-
4,078
7,956,838

(354,250)

7,602,588
$ 71,323,756








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.

  • 26 -

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)

1

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)

2

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

3

Attachment 5

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

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

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

Remarks:

  1. 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.

  2. 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.

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

4

Attachment 6

Lite-On Technology Corporation

Comparative Table of Articles of Incorporation

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

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

5

Amended
Article No.
Amended Article Original
Article No.
Original Article Note
1.
Employees’ compensationno less
than 1%
2. Directors’ compensationno 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’ compensationno
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

6

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

7

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
167-1167-2
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

8

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

9

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.

10

Attachment 7

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.

11

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

12

  • 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

13

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.

14

Amended Article 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.

15

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.

16

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

17

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

18

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

19

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.

20

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.

21

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.

22

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.

23

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.

24

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.

25

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.

26

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

27

Amended Article Original Article Note
14.7.3 14.7.3

28

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

29

Attachment 8

Lite-On Technology Corporation

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

30

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.

31

3.2.3 The Company shall notify the Independent N/A Duly Director in writing of any major irregularities, and amended in shall also send to the independent Director the accordance improvement plan stipulated in the breach of with the governing loaning of funds and making of law. (Newly endorsements/guarantees added) 5.2 Date of occurrence” in these Regulations 5.2 Date of occurrence” in these Duly means the date of contract signing, date of Regulations means the date of contract amended in payment, dates of boards of directors resolutions, signing, date of payment, dates of boards accordance or other date that can confirm the counterparty and of directors resolutions, or other date that with the monetary amount of the loaning of funds and can confirm the counterparty and monetary law. endorsements/guarantees, whichever date is amount of the transaction, whichever date earlier. The company whose loans reach one of the is earlier. The company whose loans reach following levels shall announce and report such one of the following levels shall announce event within two days commencing immediately and report such event within two days from the date of occurrence. commencing immediately from the date of occurrence. 5.2.2.3 The aggregate balance of 5.2.2.3 The aggregate balance of Duly endorsements/guarantees by the Company and its endorsements/guarantees by the Company amended in subsidiaries for a single enterprise reaches NT$10 and its subsidiaries for a single enterprise accordance million or more and the aggregate amount of all reaches NT$10 million or more and the with the endorsements/guarantees for, book value of the aggregate amount of all law. equity method long term investment, and balance endorsements/guarantees for, investment of of loans to, such enterprise reaches 30 percent or a long-term nature in, and balance of loans more of the Company's net worth as stated in its to, such enterprise reaches 30 percent or latest financial statement. more of the Company's net worth as stated in its latest financial statement. 6 Announcement of implementation and 6 Announcement of implementation Duly amendment and amendment amended in accordance 6.1 This Regulation should be approved by the 6.1 This Regulation should be approved by with the Board of Directors, and then forwarded to the Board of Directors, and then law. Supervisors and recognized in shareholders’ forwarded to Supervisors and meeting before implementation. 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.

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 should be recorded in the Board of only after they are approved by the Board of Directors’ meeting minutes. Directors and then recognized in shareholders’ meeting; where any director The Amendments should be expresses dissent and it is contained in the implemented only after they are minutes or a written statement, the company approved by the Board of Directors and shall submit the dissenting opinion to the then recognized in shareholders’ audit committee and for discussion by the meeting.

32

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.

7

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.

33

Attachment 9

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

34

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.

35

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

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

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

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

  • 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

36

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.

For the purposes of the preceding paragraph, the terms "subsidiary" and "group" shall have the meanings as determined under International Financial Reporting Standards 10. No independent director may concurrently serve as an independent director of more than three other public companies.

Article 5

The election of directors (including

Amendments pursuant to the

Article 5 The election of directors (including

37

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).

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

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

38

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 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. 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

nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified director (including independent director) candidates, submit it to the shareholders' meeting for elections:

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

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

  • C. Otherwise as designated by the competent authority.

When providing a recommended slate of candidates under the preceding paragraph, a shareholder or the board of directors shall include in the documentation attached thereto each nominee's name, educational background, work experience, a 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:

39

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 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

40

~~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.

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

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.

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

Amendments Article 6 pursuant to the Independent and non-independent Regulations directors shall be elected at the same time, Governing but the numbers of independent or Appointment of Independent non-independent directors to be elected Directors and shall be calculated separately. A candidate Compliance to whom the ballots cast represent a Matters for Public prevailing number of votes shall be Companies. 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.

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

41

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

42

Lite-On Technology Corporation Attachment 10

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

43

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

44