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LTC AGM Information 2020

Jun 29, 2020

51997_rns_2020-06-29_d2431d87-4735-49ef-80bf-14b50500600d.pdf

AGM Information

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Stock code
2301
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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2020

Meeting Minutes Date: June 15, 2020

Lite-On Technology Corporation

2020 Annual General Shareholders’ Meeting Minutes

Date: 9:00 a.m., June 15, 2020

Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City (International Convention Center, Lite-On Technology Building)

Attending shareholders and proxy representing:

1,965,894,214 shares (among them, 1,500,546,456 shares voted via electronic transmission), which accounts for 84.60% of total 2,323,563,532 outstanding shares (excluding 27,303,500 non-voting shares)

Director attendees:

Raymond Soong, Warren Chen, CH Chen, Albert Hsueh, Mike Yang

Non-shareholding attendees : Deloitte Touche Tohmatsu International Taiwan , Chiu, Meng-Chieh, 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. 2019 Business Report (see Attachment 1)

  • ii. Audit Committee’s Review Report on 2019 Financial Statements (see Attachment 2~4)

  • iii. Employees and Directors compensation for 2019 (omitted)

  • iv. Cash Distribution to Shareholders from 2019 Earnings (omitted)

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

IV. Proposals and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2019 Financial Statements. Explanation:

  1. 2019 financial statements have been audited by Certified Public Accountant Tsai, Tsai-Cheng and Certified Public Accountant Chiu, Meng-Chieh of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 26, 2020.

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

  3. For the business report for Year 2019, please refer to Attachment 1.

  4. For the financial statements for Year 2019, please refer to Attachments 2 & attachment 3.

  5. Please proceed to adopt.

Resolution:

82.80% 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 1,965,894,214 shares(1,500,546,456 shares) 100%
Shares voted for theproposal 1,627,795,637 shares(1,210,768,887 shares) 82.80%
Shares voted against theproposal 0,000,122,543 shares(0,000,122,543 shares) 0%
Abstained shares 0,337,976,034 shares(0,289,655,026 shares) 17.19%
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 2019 Earnings Explanation:

  • The 2019 profit distributed to shareholders in cash dividends amounted to NT$7,521,296,102 (NT$3.2 per share) was resolved in the Board of Directors meeting convened on February 26, 2020.

  • In Fiscal Year 2019, the Company made a net profit of NT$9,374,898,902. By adding unallocated retained earnings of the previous year of NT$7,446,117,140, adding adjustments on the equity method investments recognized in retained earnings of NT$74,265,205, less adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$9,468,000, setting aside 10% of net profit as legal reserve of NT$943,969,611 and special reserve of NT$1,343,306,811, total distributable earnings for the year amounted to NT$14,598,536,825, less the cash dividends resolved in the aforementioned Board of Directors meeting convened on February 26, 2020 of NT$7,521,296,102, total distributable earnings for the year end amounted to NT$7,077,240,723. For dividend distribution chart and descriptions, see Attachment 5.

  • Please proceed to adopt.

Resolution

83.39% 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 1,965,894,214 shares(1,500,546,456 shares) 100%
Shares voted for theproposal 1,639,401,063 shares(1,222,374,313 shares) 83.39%
Shares voted against theproposal 0,000,123,951 shares(0,000,123,951 shares) 0%
Abstained shares 0,326,369,200 shares(0,278,048,192 shares) 16.60%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

Proposed by the Board of Directors

iii. Amendment to “Rules Governing the Election of Directors”

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

  3. Please proceed to adopt.

Resolution:

82.98% 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 1,965,894,214 shares(1,500,546,456 shares) 100%
Shares voted for theproposal 1,631,361,707 shares(1,214,334,957 shares) 82.98%
Shares voted against theproposal 0,00131,688 shares(0,00131,688 shares) 0%
Abstained shares 0,334,400,819 shares(0,286,079,811 shares) 17.01%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

Proposed by the Board of Directors

iv. Amendment to “Rules and Procedures of Shareholders’ Meeting”

Explanation:

  1. Pursuant to the amendment of regulations from competent authorities, an amendment to “Rules and Procedures of Shareholders’ Meeting” is proposed.

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

  3. Please refer to Appendix 1 of Meeting Agenda for the full contents before amendment.

  4. Please proceed to adopt.

Resolution:

  • 3 -

78.35% 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 1,965,894,214 shares(1,500,546,456 shares) 100%
Shares voted for theproposal 1,540,421,529 shares(1,123,394,779 shares) 78.35%
Shares voted against theproposal 0,000,91,068,440 shares(091,068,440 shares) 4.63%
Abstained shares 0,334,404,245 shares(0,286,083,237 shares) 17.01%
Invalid shares 0,000,000,000 shares(0,000,000,000 shares) 0%

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

  • 4 -

LITE-ON Technology Corporation Attachment 1 Business Report

Dear Shareholders,

LITE-ON's global consolidated revenue amounted to NT$177.954 billion in 2019. Operating profit was NT$9.35 billion, increasing 25% year-over-year. Net profit was NT$9.38 billion and earnings per share (EPS) was NT$4.03, the highest level in last three years, representing 18% year-on-year growth. The figures reflected LITE-ON's ongoing effort to focus on realigning revenue sources and creating stronger operations, thereby achieving successful upgrade and transformation.

Business Performance

In 2019, the LITE-ON opto-electronics business segment reported steady growth as its LED components benefited from the demand for 5G and artificial intelligence of things (AIoT) applications. LED vehicle lighting shipments rose. The information technology business segment continued to see rising shipments of AI smart home devices and game console power supply products, and reported market share gains in keyboards, mice and peripherals and streamlined shipments of all-in-one laser machines. LITE-ON's pillars for growth, cloud computing, LED components, LED vehicle and outdoor lighting, 5G, AIoT and other applications, accounted for more than 30% of the total revenue, and contributed more than 40% of the profit. On the operational side of business, we will focus on opportunities created by cloud computing, such as power supply, casing, network communication and other IoT applications, and growth in power supply and opto-electronics components in 5G and AIoT applications.

In the interest of effective specialization in the group, the business segments operate independently and follow a diversification strategy designed to improve the overall business performance and competitiveness. In 2019, an extraordinary general meeting passed a proposal to spin off the Solid-State Drive (SSD) Business Unit to a wholly owned subsidiary, Solid State Storage Technology Corporation. The Solid-State Drive Business Unit will be transferred to KIOXIA Holdings Corporation by sale of shares. The business to be sold is the operations and assets of the Solid-State Drive Business Unit, including inventory, machines and equipment, teams, technologies and intellectual property rights, and client/supplier relationships. The transaction price is US$165 million. (The actual amount will be subject to adjustment at settlement as provided in the agreement.)

In response to drastic changes in global geopolitical and economic conditions, LITE-ON has been investing heavily in establishing long term advantages, including automated production systems and robotic arms, accelerated smart manufacturing, strengthened integration of manufacturing platforms and capabilities to manage digital supply chains at production facilities around the world, and integration of internal talent and external partners. LITE-ON aims to build a supply chain for smart manufacturing and enhance the company's core competency of serving customers worldwide. Meanwhile, LITE-ON has been making more extensive use of the Microsoft productivity tool, "O-365", and introduced robotic process automations (RPA) to push for a complete digital transformation in the last two years. This year, we will take one step further to combine management data on the LITE-ON Cloud and implement AI in stages to turn LITE-ON into an AI-enabled smart manufacturing business.

Corporate Social Responsibility

As part of our ongoing effort to develop sustainable governance, increase our influence in the industry and achieve environmental sustainability, LITE-ON created the Corporate Sustainability Committee in 2019. The committee reports directly to the board of directors, and serves to strengthen the sustainable governance mechanisms. Other responsibilities of the committee include optimization of key supplier criteria and improvement of the quality of sustainable supply chain management and the value of products. LITE-ON was one of the winners of the "Most Prestigious Sustainability Awards - Top Ten Domestic Corporates" by Taiwan Corporate Sustainability Awards (TCSA) in 2019. We were also a winner of the Corporate Sustainability Report Platinum Award and the Climate Leadership Award. LITE-ON has recently been rated "A" by the Carbon Disclosure Project (CDP 2019) at the beginning of 2020. The rating makes LITE-ON one of the leading companies worldwide in terms of information transparency and action to fight climate change. LITE-ON has been listed as a member of the Dow Jones Sustainability Index (DJSI) for nine years in a row since 2011, and has had a place on the MSCI ESG Leaders Index for six years in a row. In Taiwan, Lite-On was ranked top 5% in the 2019 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 for the 13th time; and named a winner in the electronics technology category of the Global Views Monthly Corporate Social Responsibility Survey 2019.

Future Outlook

Going forward, many uncertainties remain in the global economy, while the COVID-19 outbreak creates new ones for business operations. In addition to staying alert to changes and keeping flexibility in production capacity to meet the global demand, LITE-ON continues to focus on cloud computing, 5G, AIoT and other new applications in the medium to long term. We will invest and build up the company to become a competitive smart manufacturer that is always up to date with current developments. The goals include Industry 4.0 and Lighthouses. We will strive to put down strong roots and grow into a centenarian corporation. LITE-ON's investments in techniques, information communication technologies, digital transformation, and global human resources are intended to facilitate the development of new businesses. All employees are encouraged to share with open minds and keep learning, growing, and creating new things. Employees are also encouraged to acquire new skills such as digitization and supply chain management in smart manufacturing. We pay attention to details and do not take shortcuts so we may take the company to the next level and be one of the best and most agile in the business. We would like to thank our shareholders for your long-term support and recognition. We look forward to having you by our side in 2020 as LITE-ON continues the progress toward becoming a centenarian corporation.

Lite-On Chairman Raymond Soong

Lite-On Vice Chairman & Group CEO Warren Chen

  • 5 -

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, the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and consolidated 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, 2019 and 2018, 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, 2019. 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.

The key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2019 are as follows:

Allowance for Impairment Loss of Trade Receivables

The allowance for impairment loss of trade receivables reflects management’s subjective evaluation and determination of the recoverable amount of overdue receivables containing credit risk. The key assumptions and inputs used in the evaluation process involve significant estimates by management. Hence, we focused on assessing the reasonableness of the management’s estimates of allowance for impairment loss in our audit.

Refer to Note 4 to the consolidated financial statements for the summary of significant accounting policies. Refer to Note 11 to the consolidated financial statements for the carrying amount of trade receivables and impairment loss of trade receivables. In response to management’s estimates mentioned above, we assessed the classification of client’s credit rating, the reasonableness of expected credit loss rates, the calculation accuracy of allowance for impairment loss, and the recoverability of outstanding receivables via subsequent receipt testing.

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 policy for determining the allowance for inventory loss reflects the management’s subjective evaluation. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for inventory valuation loss in our audit.

Refer to Note 4 to the consolidated financial statements for the summary of significant accounting policies. Refer to Note 12 to the consolidated financial statements for the carrying amount of inventory. In response to management’s estimates mentioned above, we assessed the classification of inventory aging reports by business segment, the reasonableness of allowance for inventory valuation loss rates, the correctness of inventory aging classification and the allowance calculation via audit sampling, and the physical examination of inventory through year-end inventory count to determine whether inventory was outdated or obsolete.

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, 2019 and 2018 to 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 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, 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 Consolidated 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

  • 6 -

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 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 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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 Cheng-Tsai Tsai and Meng-Chieh Chiu.

Deloitte & Touche Taipei, Taiwan Republic of China

February 26, 2020

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.

  • 7 -

ITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-1

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss (Note 7)
Financial assets at amortized cost (Note 9)
Contract assets
Notes receivable, net (Note 11)
Trade receivables, net (Note 11)
Trade receivables from related parties (Note 32)
Other receivables
Other receivables from related parties (Note 32)
Inventories, net (Note 12)
Disposal groups held for sale (Note 14)
Other current assets (Note 20)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Investments accounted for using the equity method (Note 15)
Property, plant and equipment, net (Note 16)
Right-of-use assets, net (Notes 17 and 32)
Investment properties, net (Note 18)
Intangible assets, net (Note 19)
Deferred tax assets (Note 27)
Refundable deposits
Other non-current assets (Note 20)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 21)

Financial liabilities at fair value through profit or loss (Note 7)

Notes payable

Trade payables

Trade payables to related parties (Note 32)

Other payables

Other payables to related parties (Note 32)

Current tax liabilities

Provisions (Note 23)

Liabilities directly associated with disposal groups held for sale (Note 14)

Lease liabilities (Notes 17 and 32)

Advance receipts

Current portion of long-term borrowings (Note 21)

Finance lease payables (Note 22)


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 27)

Lease liabilities (Notes 17 and 32)

Finance lease payables, net of current portion (Note 22)

Net defined benefit liabilities (Note 24)

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

Recognized changes in percentage of ownership interest in subsidiaries

Changes in equities of 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 fair value through other comprehensive income

Gain on hedging instruments

Equity directly associated with disposal groups held for sale

Total other equity

Treasury shares


Total equity attributable to owners of the Parent Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2019
Amount
%
$ 67,639,056
36
271,650
-
221,977
-
2,487,281
1
245,525
-
38,078,654
21
73,542
-
5,171,354
3
21,743
-
23,647,443
13
7,025,272
4

1,969,183

1
146,852,680

79
116,644
-
1,521,076
1
338,662
-
4,729,554
3
19,171,374
10
1,602,478
1
1,282,267
1
5,947,819
3
4,577,757
2
347,658
-

144,534

-

39,779,823

21
$ 186,632,503
100
$ 30,433,692
16
688,834
-
13,271
-
44,304,379
24
730,544
-
21,018,773
12
12,494
-
5,693,989
3
1,043,689
1
2,693,881
2
306,405
-
2,457,892
1
-
-

-

-
109,397,843

59
1,789,117
1
648,341
-
-
-
68,123
-

87,689

-

2,593,270

1
111,991,113

60

23,508,670

13
3,471,812
2
7,462,138
4
548,884
-
48,298
-
273,024
-

10,015,194

5

21,819,350

12
12,845,584
7
3,388,768
2

16,885,813

9

33,120,165

18
(4,390,226 )
(2 )
(312,940 )
-
288
-

(14,218)

-

(4,717,096)

(3)

(1,271,314)

(1)
72,459,775
39

2,181,615

1

74,641,390

40
$ 186,632,503
100
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

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

  • 8 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 2-2 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Notes 26 and 32)

Less: Sales allowance
Sales returns

Total operating revenue

COST OF GOODS SOLD (Notes 12, 29 and 32)

GROSS PROFIT

OPERATING EXPENSES (Notes 29 and 32)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain) (Note 31)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Share of profit of associates accounted for using the
equity method
Interest income
Dividend income
Other income (Notes 32 and 35)
Net gain on disposal of investments (Note 15)
Net gain (loss) on foreign currency exchange
Net gain on financial assets at fair value through
profit or loss
Finance costs
Other expenses
Net loss on disposal of property, plant and equipment
Net loss on disposal of intangible asset
Impairment loss (Notes 16 and 19)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 27)

NET PROFIT FOR THE YEAR
2019
Amount
%
$ 181,808,286 102
2,768,242
1

1,085,878

1

177,954,166
100

150,616,502
85


27,337,664
15

5,788,391
3
6,143,633
4
6,083,478
3

(23,060)

-


17,992,442
10


9,345,222

5

60,069
-
1,896,183
1
20,484
-
1,722,808
1
261
-
666,584
-
228,483
-
(844,172)
-
(343,473)
-

(30,456)
-
(15)
-

(358,140)

-


3,018,616

2

12,363,838
7

(2,958,321)
(2)


9,405,517

5
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
(Continued)
  • 9 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 24, 25 and 27)
Items not reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans

Unrealized gain (loss) on investments in equity
instruments designated as at fair value through
other comprehensive income
Share of other comprehensive loss of associates
accounted for using the equity method
Income tax relating to items that will not be
reclassified subsequently to profit or loss


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of other comprehensive loss of associates
accounted for using the equity method
Income tax relating to items that may be
reclassified subsequently to profit or loss


Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

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

2019
Amount
%
$ (12,720)
-
247,171
-
(8,779)
-

(2,278)

-


223,394

-

(1,908,702) (1)
(166,880)
-

419,656

-


(1,655,926)
(1)


(1,432,532)
(1)

$ 7,972,985

4

$ 9,374,899
5

30,618

-

$ 9,405,517

5

$ 7,973,221
4

(236)

-

$ 7,972,985

4
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
(Continued)
  • 10 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN
DOLLARS; Note 28)
From continuing operations
Basic
Diluted
2019
Amount
%
$4.03
$3.98
2018
Amount
%
$3.42
$3.38

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

  • 11 -

Attachment 2-3

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

BALANCE AT JANUARY 1, 2018
Effect of retrospective application
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 non-controlling interests
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 Parent Company paid to
subsidiaries
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income
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
Effect of retrospective application (Note 3)
BALANCE AT JANUARY 1, 2019 AS
RESTATED
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends - 29.2%
Changes in non-controlling interests
Acquisition of further interests in subsidiaries
Changes in percentage of ownership interests
in subsidiaries
Changes in capital surplus from investments
in associates accounted for using the equity
method (Note 3)
Changes in capital surplus from cash
dividends of the Parent Company paid to
subsidiaries
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income
Disposal of investments accounted for using
the equity method
Buy-back of ordinary shares
Net profit for the year ended December 31,
2019
Other comprehensive income (loss) for the
year ended December 31, 2019, net of
income tax
Total comprehensive income (loss) for the
year ended December 31, 2019
BALANCE AT DECEMBER 31, 2019
Equity A ttributable to Owners of the Parent Comp any
Treasury Shares
$ (1,248,722 )


-

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

-


-

(1,248,722 )

-

(1,248,722 )
-
-
-
-
-
-
-
-
-
-
(22,592 )
-

-


-

$ (1,271,314)
Non-controlling
Interests
$ 3,255,951


-

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

5,672


15,918

3,354,645

(9,761)

3,344,884
-
-
-
(836,184 )
(326,849 )
-
-
-
-
-
-
30,618

(30,854)


(236)

$ 2,181,615
Total Equity
$ 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

(14,906)
74,663,495
-
-
(6,864,532 )
(836,184 )
(339,465 )
1,089
(3,928 )
71,187
-
(665 )
(22,592 )
9,405,517

(1,432,532)

7,972,985
$ 74,641,390
Issue of Share Cap ital (Note 26)
Amount
$ 23,508,670

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

-

-
23,508,670

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

-

-
$ 23,508,670
Capi tal Surplus (Note 26) Total
$ 27,575,950

-
27,575,950
-
-
-
(5,900,676 )
-
(1,810 )
(5,415 )
77,368
-
-
-

-

-
21,745,417

-
21,745,417
-
-
-
-
-
1,089
1,657
71,187
-
-
-
-

-

-
$ 21,819,350
Retained Earning s (Notes 26) Total
$ 23,219,598

279,769
23,499,367
-
-
(963,855 )
-
-
-
-
-
43,182
-
7,956,838

9,469

7,966,307
30,545,001

(5,145)
30,539,856
-
-
(6,864,532 )
-
(12,616 )
-
(5,585 )
-
111,361
-
-
9,374,899

(23,218)

9,351,681
$ 33,120,165
Other Equity ( Note 26) Total

$ (2,544,018 )


(279,769)

(2,823,787 )
-
-
-
-
-
-
-
-
(43,182 )
4,078
-

(363,719)


(363,719)

(3,226,610 )

-

(3,226,610 )
-
-
-
-
-
-
-
-
(111,361 )
(665 )
-
-

(1,378,460)


(1,378,460)

$ (4,717,096)








Additional
Paid-in Capital
from Share
Issuance in
Excess of Par
Value
$ 9,372,488


-

9,372,488
-
-
-
(5,900,676 )
-
-
-
-
-
-
-

-


-

3,471,812

-

3,471,812
-
-
-
-
-
-
-
-
-
-
-
-

-


-

$ 3,471,812
Bond

Conversion
$ 7,462,138


-

7,462,138
-
-
-
-
-
-
-
-
-
-
-

-


-

7,462,138

-

7,462,138
-
-
-
-
-
-
-
-
-
-
-
-

-


-

$ 7,462,138
A
f
Treasury Share
Transactions
$ 400,329


-

400,329
-
-
-
-
-
-
-
77,368
-
-
-

-


-

477,697

-

477,697
-
-
-
-
-
-
-
71,187
-
-
-
-

-


-

$ 548,884
Difference
Between
Consideration
and Carry
Amounts
djusted Arising

rom Changes in
Percentage of
Ownership in
Subsidiaries
$ 49,019


-

49,019
-
-
-
-
-
(1,810 )
-
-
-
-
-

-


-

47,209

-

47,209
-
-
-
-
-
1,089
-
-
-
-
-
-

-


-

$ 48,298
Changes in
Capital Surplus
from
Investments in
Associates
Accounted for
Using Equity
Method
$ 276,782


-

276,782
-
-
-
-
-
-
(5,415 )
-
-
-
-

-


-

271,367

-

271,367
-
-
-
-
-
-
1,657
-
-
-
-
-

-


-

$ 273,024
Merger
$ 10,015,194


-

10,015,194
-
-
-
-
-
-
-
-
-
-
-

-


-

10,015,194

-

10,015,194
-
-
-
-
-
-
-
-
-
-
-
-

-


-

$ 10,015,194







Exchange


Differences on
Translating

Foreign

Operations
$ (2,528,893 )


-

(2,528,893 )
-
-
-
-
-
-
-
-
-
4,078
-

(255,048)


(255,048)

(2,779,863 )

-

(2,779,863 )
-
-
-
-
-
-
-
-
-
(665 )
-
-

(1,609,698)


(1,609,698)

$ (4,390,226)
Unrealized Gain
(Loss) on
Financial Assets
Designated as

Fair Value
Through Other
Comprehensive
Income
$ -


(298,266)

(298,266 )
-
-
-
-
-
-
-
-
(43,182 )
-
-

(108,013)


(108,013)

(449,461 )

-

(449,461 )
-
-
-
-
-
-
-
-
(111,361 )
-
-
-

247,882


247,882

$ (312,940)
Unrealized Gain
(Loss) on
Available-for-
sale Financial
Assets
$ (18,497 )


18,497

-
-
-
-
-
-
-
-
-
-
-
-

-


-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-

-


-

$ -


Cash Flow

Hedges
$ 3,372


-

3,372
-
-
-
-
-
-
-
-
-
-
-

(658)


(658)

2,714

-

2,714
-
-
-
-
-
-
-
-
-
-
-
-

(2,426)


(2,426)

$ 288
Equity Directly
Associated with
Disposal Groups
Held-for-Sale
$ -


-

-
-
-
-
-
-
-
-
-
-
-
-

-


-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-

(14,218)


(14,218)

$ (14,218)






Shares (In
Thousands)
2,350,867


-

2,350,867
-
-
-
-
-
-
-
-
-
-
-

-


-

2,350,867

-

2,350,867
-
-
-
-
-
-
-
-
-
-
-
-

-


-


2,350,867







Legal Reserve

$ 11,786,967


-

11,786,967
262,933
-
-
-
-
-
-
-
-
-
-

-


-

12,049,900

-

12,049,900
795,684
-
-
-
-
-
-
-
-
-
-
-

-


-

$ 12,845,584

Special Reserve
$ 1,338,878


-

1,338,878
-
1,367,076
-
-
-
-
-
-
-
-
-

-


-

2,705,954

-

2,705,954
-
682,814
-
-
-
-
-
-
-
-
-
-

-


-

$ 3,388,768
Unappropriated
Earnings
$ 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

(5,145)

15,784,002
(795,684 )
(682,814 )
(6,864,532 )
-
(12,616 )
-
(5,585 )
-
111,361
-
-
9,374,899

(23,218)


9,351,681

$ 16,885,813

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

  • 12 -

Attachment 2-4

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of financial assets at fair value through other comprehensive
income

Proceeds from disposal of financial assets at fair value through other
comprehensive income
Purchases of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized costs
Proceeds from disposal of investments accounted for using the equity
method
Net cash inflow on disposal of subsidiaries
Proceeds from disposal of non-current assets held for sale
Purchases of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Purchases of intangible assets
Proceeds from disposal of intangible assets
Decrease (increase) in other non-current assets
Dividend received from associates

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings
Repayments of long-term borrowings
Proceeds from (refunds of) guarantee deposits received
Decrease in finance lease payables
Repayments of the principal portion of lease liabilities
Cash dividends paid
Payments for buy-back of ordinary shares
Acquisition of subsidiaries
Changes in non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
2019
$ (11,500)
292,270
(658,270)
720,192
3,997
355,775
422,389
(5,174,012)
193,894
144,006
(282,196)
3,062
12,339

140,066


(3,837,988)

691,702
(184)
11,573
-
(332,362)
(6,793,345)
(22,592)
(364,239)

(814,371)


(7,623,818)


(1,808,492)

6,491,449

63,285,301
2018
$ (58,970)

176,660

-

868,455

2,849

5,590

658,211

(5,646,424)

3,444,871

140,857

(166,322)

418,442

(80,403)

101,714

(134,470)

(476,153)

(16,645)

(1,345)

(1,617)

-

(6,787,163)

-

-

(30,537)

(7,313,460)

(534,173)

5,501,441

57,783,860

(Continued)

  • 13 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

2019
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 69,776,750

CASH AND CASH EQUIVALENTS INCLUDED IN DISPOSAL
GROUPS HELD FOR SALE (Note 14)

(2,137,694)

CASH AND CASH EQUIVALENT ON CONSOLIDATED BALANCE
SHEET
$ 67,639,056

The accompanying notes are an integral part of the consolidated financial statements.
2018
$ 63,285,301

-
$ 63,285,301
(Concluded)
  • 14 -

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, 2019 and 2018, 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 (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, 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, 2019. 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.

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2019 are as follows:

Allowance for Impairment Loss of Trade Receivables

The allowance for impairment loss of trade receivables reflects management’s subjective evaluation and determination of the recoverable amount of overdue receivables containing credit risk. The key assumptions and inputs used in the evaluation process involve significant estimates by management. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for impairment loss in our audit.

Refer to Note 4 to the Company’s financial statements for the summary of significant accounting policies. Refer to Note 11 to the Company’s financial statements for the carrying amount of trade receivables and impairment loss of trade receivables. In response to management’s estimates mentioned above, we assessed the classification of client’s credit rating, the reasonableness of expected credit loss rates, the calculation accuracy of allowance for impairment loss, and the recoverability of outstanding receivables via subsequent receipt testing.

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 policy for determining the allowance for inventory loss reflects management’s subjective evaluation. Hence, we focused on assessing the reasonableness of management’s estimates of allowance for inventory valuation loss in our audit.

Refer to Note 4 to the Company’s financial statements for the summary of significant accounting policies. Refer to Note 12 to the Company’s financial statements for the carrying amount of inventory. In response to management’s estimates mentioned above, we assessed the classification of inventory aging reports by business segments, the reasonableness of allowance for inventory valuation loss rates, the correctness of inventory aging classification and the allowance calculation via audit sampling, and the physical examination of inventory through year-end inventory count to determine whether inventory was outdated or obsolete.

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. 15 -

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

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

  5. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

  6. 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.

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

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

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

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, 2019 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 Cheng-Tsai Tsai and Meng-Chieh Chiu.

Deloitte & Touche Taipei, Taiwan Republic of China February 26, 2020

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.

  • 16 -

Attachment 3-1

LITE-ON TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss (Note 7)
Financial assets at amortized cost (Note 9)
Contract assets
Notes receivable, net (Note 11)
Trade receivables, net (Note 11)
Trade receivables from related parties (Note 28)
Other receivables
Other receivables from related parties (Note 28)
Inventories, net (Note 12)
Prepayments
Non-current assets held for sale (Note 13)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Note 9)
Investments accounted for using the equity method (Note 14)
Property, plant and equipment, net (Note 15)
Right-of-use assets, net (Notes 16 and 28)
Intangible assets, net (Note 17)
Deferred tax assets (Note 24)
Refundable deposits
Net defined benefit assets (Note 20)
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 18)

Financial liabilities at fair value through profit or loss (Note 7)

Notes payable

Trade payables

Trade payables to related parties (Note 28)

Other payables

Other payables to related parties (Note 28)

Current tax liabilities

Provisions (Note 19)

Lease liabilities (Notes 16 and 28)

Advance receipts


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 24)

Lease liabilities (Note 16)

Net defined benefit liabilities (Note 20)

Guarantee deposits

Credit balance of investments accounted for using the equity method (Note 14)


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

Recognized changes in percentage of ownership interest in subsidiaries

Changes in equities of 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 the financial statements of foreign operations

Unrealized loss of financial assets at fair value through other comprehensive income

Gain on hedging instruments

Total other equity

Treasury shares


Total equity


TOTAL
2019
Amount
%
$ 5,160,275
5
127,764
-
120,894
-
276,129
-
207
-
21,578,655
15
9,112,758
6
512,440
-
205,810
-
6,759,512
5
622,459
-

4,604,229

3


49,081,132

34

59,364
-
278,625
-
230,518
-
78,825,567
54
7,885,540
5
93,033
-
5,528,836
4
3,912,461
3
102,713
-
9,278
-

6,471

-


96,932,406

66

$ 146,013,538
100

$ 20,134,925
14

-
-

-
-

3,116,384
2

31,425,045
22

11,331,303
8

286,494
-

3,552,602
2

863,538
-

28,852
-

1,163,175

1



71,902,318

49



1,569,467
1

65,385
-

-
-

16,593
-

-

-



1,651,445

1



73,553,763

50



23,508,670

16


3,471,812
3

7,462,138
5

548,884
-

48,298
-

273,024
-

10,015,194

7


21,819,350

15


12,845,584
9

3,388,768
2

16,885,813

12


33,120,165

23


(4,404,444)
(3)

(312,940)
-

288

-


(4,717,096)

(3)


(1,271,314)

(1)



72,459,775

50


$ 146,013,538
100
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

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

  • 17 -

LITE-ON TECHNOLOGY CORPORATION Attachment 3-2

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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 12, 23 and 28)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 23 and 28)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (Notes 11 and 27)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Share of profit of subsidiaries and associates
accounted for using the equity method
Interest income
Dividend income
Other income (Note 28)
Net gain on disposal of property, plant and
equipment
Net gain (loss) on disposal of investments
Net gain (loss) on foreign currency exchange
Net gain on financial assets at fair value through
profit or loss
Finance costs
Other expenses
Impairment loss (Notes 12, 15 and 17)

Total non-operating income and expenses
2019
Amount
%
$ 123,561,638 102
626,709
-

2,063,499

2

120,871,430
100

107,679,816
89

13,191,614 11

(54,041)

-


13,137,573
11

2,024,057
2
4,800,162
4
3,764,771
3

10,634

-


10,599,624

9


2,537,949

2

5,620,984
5
51,933
-
8,263
-
1,877,588
2
34,935
-
(31,365)
-
361,889
-
738,420
-
(462,006)
-
(179,153)
-

-

-


8,021,488

7
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
(Continued)



































  • 18 -

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 20, 21 and 24)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity
instruments designated as at fair value through
other comprehensive income
Share of other comprehensive income (loss) of
subsidiaries and associates accounted for using
the equity method
Income tax relating to items will not be
reclassified subsequently to profit or loss


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of other comprehensive loss of subsidiaries
and associates accounted for using the equity
method
Income tax relating to items that may be
reclassified subsequently to profit or loss


Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
2019
Amount
%
$ 10,559,437
9

(1,184,538)
(1)


9,374,899

8

(11,835)
-
165,202
-
68,930
-

2,367

-


224,664

-

(1,885,353) (1)
(160,531)
-

419,542

-


(1,626,342)
(1)


(1,401,678)
(1)

$ 7,973,221

7
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

(Continued)

  • 19 -

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN
DOLLARS; Note 25)
From continuing operations
Basic
Diluted
2019
Amount
%
$4.03
$3.98
2018
Amount
%
$3.42
$3.38

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

  • 20 -

LITE-ON TECHNOLOGY CORPORATION Attachment 3-3

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
Effect of retrospective application

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 and joint ventures 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 fair value through other
comprehensive income
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
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends - 29.2%
Acquisition of further interests in subsidiaries
Changes in percentage of ownership interest in
subsidiaries
Changes in capital surplus from investments in
associates and joint ventures 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 at fair value through other
comprehensive income
Disposal of investments accounted for using the
equity method
Buy-back of ordinary shares
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year
ended December 31, 2019, net of income tax

Total comprehensive income (loss) for the year
ended December 31, 2019

BALANCE AT DECEMBER 31, 2019
Issue of Share Capital(Note 21)
Shares
(In Thousands)
Amount
2,350,867
$ 23,508,670


-

-

2,350,867
23,508,670
-
-
-
-
-
-

-
-

-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-

2,350,867
23,508,670
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-


2,350,867
$ 23,508,670
Capital Surplus (Note 21) Capital Surplus (Note 21) Total

$ 27,575,950


-

27,575,950

-
-
-
(5,900,676 )
(1,810 )
(5,415 )
77,368
-
-
-

-


-

21,745,417

-
-
-
-
1,089
1,657
71,187
-
-
-
-

-


-

$ 21,819,350
Retained Earnings (Note 21)
Total
$ 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


-

-
(6,864,532 )

(12,616 )

(5,145 )

(5,585 )
-
111,361
-
-
9,374,899

(23,218)


9,351,681

$ 33,120,165
Othe r Equity (Note 21) Total
$ (2,544,018 )

(279,769)

(2,823,787 )
-
-
-
-
(39,722 )
-
-
(3,460 )
4,078
-

(363,719)


(363,719)

(3,226,610 )
-
-
-
-
-
-
-
(111,361 )
(665 )
-
-
(1,378,460)

(1,378,460)

$ (4,717,096)
Treasury
Shares
(Note 21)
$ (1,248,722 )

-

(1,248,722 )
-
-
-
-


-
-
-

-
-
-

-


-

(1,248,722 )
-
-
-

-
-
-
-

-

-
(22,592 )
-

-


-

$ (1,271,314)
Total Equity
$ 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
-
-
(6,864,532 )
(12,616 )
(4,056 )
(3,928 )
71,187
-
(665 )

(22,592 )
9,374,899
(1,401,678)

7,973,221
$ 72,459,775
P







Additional
aid-in Capital
From Share
Issuance in
Excess of Par
Value
$ 9,372,488


-

9,372,488
-
-
-
(5,900,676 )
-
-
-
-
-
-

-


-

3,471,812
-
-
-
-
-
-
-
-
-
-
-

-


-

$ 3,471,812
Bond
Conversions
$ 7,462,138


-

7,462,138
-
-
-

-
-
-
-
-
-
-

-


-

7,462,138
-
-
-
-
-
-
-
-
-
-
-

-


-

$ 7,462,138
Treasury
Share
Transactions
$ 400,329


-

400,329
-
-
-
-
-
-
77,368
-
-
-

-


-

477,697
-
-
-
-
-
-
71,187
-
-
-
-

-


-

$ 548,884
Changes in
Recognized
Changes in
Equities of
Investments in
Associates and
Percentage of
Joint Ventures
Ownership
Accounted for
Interest in
Subsidiaries
Using the
Equity Method
$ 49,019
$ 276,782


-

-

49,019
276,782

-
-
-
-
-
-
-
-
(1,810 )
-
-
(5,415 )
-
-
-
-
-
-
-
-

-

-


-

-

47,209
271,367

-
-
-
-
-
-
-
-
1,089
-
-
1,657
-
-
-
-
-
-
-
-
-
-

-

-


-

-

$ 48,298
$ 273,024
Mergers
$ 10,015,194


-

10,015,194

-
-
-
-

-

-
-
-
-
-

-


-

10,015,194

-
-
-
-
-
-
-
-
-
-
-

-


-

$ 10,015,194














Unrealized
Exchange
Gain (Loss) on
Financial
Assets
Differences on
at Fair Value

Translating
Through Other
Foreign
Operations
Comprehensive
Income

$ (2,528,893 ) $ -


-

(298,266)

(2,528,893 )
(298,266 )
-
-
-
-

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

(255,048)

(108,013)


(255,048)

(108,013)

(2,779,863 )
(449,461 )
-
-
-
-

-
-

-
-

-
-

-
-
-
-
-
(111,361 )
(665 )
-
-
-
-
-
(1,623,916)

247,882

(1,623,916)

247,882

$ (4,404,444)
$ (312,940)
Unrealized
Gain (Loss) on
Available-for-
sale Financial
Assets
$ (18,497 )

18,497


-
-
-
-
-

-
-
-

-
-
-

-


-


-
-
-
-
-
-
-
-

-
-
-
-

-


-

$ -
Gain (Loss) on
Hedging
Instruments
$ 3,372


-

3,372

-
-
-
-
-
-
-
-
-
-

(658)


(658)

2,714

-
-
-
-
-
-
-
-
-
-
-

(2,426)


(2,426)

$ 288
Shares
(In Thousands)
2,350,867


-

2,350,867

-
-
-

-
-
-
-
-
-
-

-


-

2,350,867

-
-
-
-
-
-
-
-
-
-
-

-


-


2,350,867
Legal Reserve
$ 11,786,967


-

11,786,967
262,933
-
-

-

-

-
-
-
-
-

-


-

12,049,900
795,684
-
-
-
-
-
-
-
-
-
-

-


-

$ 12,845,584
Special
Reserve
Unappropriated
Earnings
$ 1,338,878
$ 10,093,753


-

279,769

1,338,878
10,373,522

-
(262,933 )
1,367,076
(1,367,076 )
-
(963,855 )
-
-
-
39,722
-
-
-
-
-
3,460
-
-
-
7,956,838

-

9,469


-

7,966,307

2,705,954
15,789,147

-
(795,684 )
682,814
(682,814 )
-
(6,864,532 )
-
(12,616 )
-
(5,145 )
-
(5,585 )
-
-
-
111,361
-
-
-
-
-
9,374,899

-

(23,218)


-

9,351,681

$ 3,388,768
$ 16,885,813

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

  • 21 -

Attachment 3-4

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss
Net gain on fair value changes of financial assets as at fair value
through profit or loss
Finance costs
Interest income
Dividend income
Share of profit of subsidiaries and associates accounted for using the
equity method
Net gain on disposal of property, plant and equipment
Net loss (gain) on disposal of investments
Impairment loss recognized (reversed) on non-financial assets
Unrealized gain on transactions with subsidiaries and associates
Unrealized net loss (gain) on foreign currency exchange
Recognition of provisions
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through
profit or loss
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
Interest paid
Income tax paid

Net cash generated from operating activities
2019
$ 10,559,437
696,541
204,529
10,634
(738,420)
462,006
(51,933)
(8,263)
(5,620,984)
(34,935)
31,365
(121,539)
54,041
(561,451)
255,747
609,515
353,456
996
4,706,057
1,776,944
415,382
203,863
532,837
17,723
(2,571)
(1,396,219)
(3,936,863)
(843,924)
193,050
(243,250)
427,211

(13,620)

7,937,362
53,437
8,262
(469,824)

(328,751)


7,200,486
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

(437,433)

(219,506)

8,622,360
(Continued)

1

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of financial assets at fair value through other comprehensive
income

Purchases of financial assets at amortized costs
Purchases of investments accounted for using the equity method
Proceeds from disposal of investments accounted for using the equity
method
Net cash outflow on spin-off of subsidiaries (Note 14)
Proceeds from capital reduction of investments accounted for using the
equity method
Purchases of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Purchases of intangible assets
Proceeds from disposal of intangible assets
Decrease in other non-current assets
Dividends received from subsidiaries and associates

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from (refund of) guarantee deposits received
Repayments of the principal portion of lease liabilities
Cash dividends paid
Payments for buy-back of ordinary shares

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
2019
$ (11,500)
(42,722)
(2,013,931)
7,957
(2,176,374)
404,353
(1,812,444)
64,094
(8,015)
(231,573)
-
-

367,957


(5,452,198)

3,269,010
-
613
(52,621)
(6,864,532)

(22,591)


(3,670,121)

(1,921,833)

7,082,108

$ 5,160,275
2018
$ (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

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

(Concluded)

2

Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2020, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On Technology Corporation the 2019 Business Report, Financial Statements and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Tsai, Cheng-Tsai and Chiu, Meng-Chieh 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 2020

3

Attachment 5

Lite-On Technology Corporation Statement of Earnings Appropriation Year 2019

Unallocated earnings, beginning of year Add: adjustments on equity method investments Less: adjustments on re-measurement on define benefit plans recognized in retained earnings Adjusted unallocated earnings

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

Amount (NT$) $ 7,446,117,140 74,265,205 (9,468,000) 7,510,914,345 9,374,898,902 (943,969,611) (1,343,306,811) 14,598,536,825

Distribution:

(1) Cash dividends: (NT$3.2/per share) Unallocated earnings, end of year

(7,521,296,102) $ 7,077,240,723

Note: Earnings Appropriation in the first three quarters of 2019

$ -

Explanation:

  1. 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 specifically identified and distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of Finance dated April 30, 1998.

  2. Under Rule No. 10802432410 issued by the Ministry of Economic Affairs, the basis of recognizing 10% legal reserve was modified as unappropriated earnings taken into consideration profit before income tax and items other than profit before income tax.

  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

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

AFTER Amendment BEFORE Amendment Description
Article 4
Within the scope of execution of business,
an independent director of the company
shall maintain independence, and may not
have any direct or indirect interest
relationship with the company.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~~A
spouse, relative within the
second degree of kinship, or
lineal relative within the third
degree of kinship~~, ~~of the
managerial officerunder
subparagraph 1 or any of the
persons in the preceding two
subparagraphs.~~of the Company~~
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 and a
spouse, relative within the
second degree of kinship, or
lineal relative within the third
degree of kinship of 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
Amendments
pursuant to the
Regulations
Governing
Appointment of
Independent
Directors and
Compliance
Matters for
Public
Companies.

5

~~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 shareholder~~ that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.

F. If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.

  • G. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.

  • H. 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.

I. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, 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

Corporation or of a corporate shareholder that ranks among the top five in shareholdings.

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

G. A professional individual who, 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.

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

6

commercial, legal, financial, accounting or related services ~~or consultation t~~ o the company or to any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, 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.

Subparagraph 2 and subparagraphs 5 to 7 of the preceding paragraph and subparagraph 1 of paragraph 4 do not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

The requirement of ~~the preceding~~ paragraph 1 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 ~~68~~ of ~~the preceding~~ paragraph 1, but is currently no longer in that position.

The term "specified company or institution" as used in paragraph 1, subparagraph ~~68~~ , means a company or institution that has one of the following relationships with the Company:

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

relationships with the Company:

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

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

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

  • D. It and its group companies are the 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.

7

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 1 and 2, the terms "subsidiary" and "group" shall have the meanings as determined under International Financial Reporting Standards 10. The term "affiliate" in paragraphs 1 and 3 means an affiliated enterprise under - Chapter VI 1 of the Company Act, or a company for which consolidated financial reports are required to be prepared under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises or under International Financial Reporting Standard 10. No independent director may concurrently serve as an independent

8

director of more than three other public companies.

Article 5

The election of directors (including independent directors) of Lite-On Technology Corporation is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Lite-On Technology Corporation, and that shareholders shall elect directors (including independent directors) from among the those listed in the slate of director candidates.

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. When the number of independent directors violates the provisions of Article 4 (2) of the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, it shall be corrected within three months from the date of the fact. 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

Article 5

The election of directors (including independent directors) of Lite-On Technology Corporation is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Lite-On Technology Corporation, and that shareholders shall elect directors (including independent directors) from among the those listed in the slate of director candidates.

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

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

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

Amendments pursuant to the provisions of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers

9

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

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

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

  • C. Otherwise as designated by the competent authority.

When providing a recommended slate of independent director candidates under the preceding paragraph, a shareholder or the board of directors shall specify each nominee's name, educational background, work experience, and submit therewith documentation that the ~~independent director~~ nominees meet the requirements of ~~in the preceding paragraph and provide documents specified in~~ Article ~~32~~ , Paragraph 1 and the preceding two articles ~~Article 4 regarding qualifications of the nominees~~ and other ~~certification documents~~ documentary proof.

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 under any of the following circumstances, all qualified nominees shall be included in the slate of director

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

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

  • F. Otherwise as designated by the competent authority.

When providing a recommended slate of candidates under the preceding paragraph, a shareholder or the board of directors shall specify each nominee's name, educational background, work experience, independent 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 under any of the following circumstances, all qualified nominees shall be included in the slate of director (including independent director) candidates:

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

  • G. Where the shareholding of the nominating shareholder is less than one percent at the time of book closure by the Company

10

(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 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 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.

under Article 165, paragraph 2 or 3 of the Company Act.

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

  • I. Where the nominating shareholder fails to specify the name, education, and experience of the nominee.

  • J. 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 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 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.

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

11

kinship may not exist among more than
half of the directors on the board.
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.
The 10th amendment was on June 15,
2020.
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.
Add new date of
amendment

12

Attachment 7

Lite-On Technology Corporation

Comparison Table of Amendments to the Rules and Procedures of Shareholders’ Meeting

Contents after Amendment 3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.

Contents after Amendment Contents before Amendment Explanation Unless otherwise provided by law or 3. Unless otherwise provided by law or Duly amended in accordance regulation, this Corporation's shareholders regulation, this Corporation's with the law meetings shall be convened by the board of shareholders meetings shall be and “Sample directors. This Corporation shall prepare convened by the board of directors. Template for electronic versions of the shareholders This Corporation shall prepare XXX Co., Ltd. meeting notice and proxy forms, and the electronic versions of the Rules of origins of and explanatory materials relating shareholders meeting notice and Procedure for to all proposals, including proposals for proxy forms, and the origins of and Shareholders ratification, matters for deliberation, or the explanatory materials relating to all Meetings”. election or dismissal of directors or proposals, including proposals for supervisors, and upload them to the Market ratification, matters for deliberation, Observation Post System (MOPS) before 30 or the election or dismissal of days before the date of a regular shareholders directors or supervisors, and upload meeting or before 15 days before the date of a them to the Market Observation Post special shareholders meeting. System (MOPS) before 30 days This Corporation shall prepare electronic before the date of a regular versions of the shareholders meeting agenda shareholders meeting or before 15 and supplemental meeting materials and days before the date of a special upload them to the MOPS before 21 days shareholders meeting. before the date of the regular shareholders This Corporation shall prepare meeting or before 15 days before the date of electronic versions of the the special shareholders meeting. In addition, shareholders meeting agenda and before 15 days before the date of the supplemental meeting materials and shareholders meeting, this Corporation shall upload them to the MOPS before 21 also have prepared the shareholders meeting days before the date of the regular agenda and supplemental meeting materials shareholders meeting or before 15 and made them available for review by days before the date of the special shareholders at any time. The meeting shareholders meeting. In addition, agenda and supplemental materials shall also before 15 days before the date of be displayed at this Corporation and the the shareholders meeting, this professional shareholder services agent Corporation shall also have designated thereby as well as being prepared the shareholders meeting

13

distributed on-site at the meeting place. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, capital reduction, application for cessation of public offering, release of directors from non-competition restrictions , capital increase from earnings, capital increase from surplus, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act ~~or Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers~~ shall be set out in the notice of the reasons for convening the shareholders meeting and explain its main content. None of the above matters may be raised by an extraordinary motion. The main content may be placed on the website designated by the securities authority or the company, and its website shall be stated in the meeting notice. If the reasons for convening the general meeting of shareholders have specified that the Company will wholly re-elect directors and the date of appointment. When the re-election of the directors is completed in the aforementioned shareholders’ meeting, the appointment date shall not be changed at the same meeting by raising a provisional motion or any other methods.

A shareholder holding 1 percent or more of

agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

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

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company

14

the total number of issued shares may submit to this Company for one discussion at a regular shareholders meeting ~~pursuant to Article 172-1 of the Company Act.~~ , more than one proposal will not be included in the proposals for discussion. However, if there is a proposal to urge the Company to promote public interest or fulfill social

for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company Act.

responsibilities, the board of directors can include the proposal for discussion. If the proposal proposed by the shareholder is under the circumstances in paragraph 4 of Article 172-1 of the Company Law, the board of directors can exclude the proposal for discussion.

The company should notify the shareholders the acceptance of shareholders’ proposals, acceptance methods (written or electronic), acceptance premises, and acceptance period before the shareholders’ book closing date of the regular shareholders’ meeting; The period of acceptance shall not be less than ten days.

Proposals proposed by shareholders are limited to three hundred words, and those exceeding three hundred words shall not be included in the proposal; the shareholders of the proposal shall personally or entrust others to attend the general meeting of shareholders and participate in the discussion of the proposal.

The company should notify the shareholders for the processing results before the notice date of the shareholders’ meeting, and list the proposals that are conformity with the rules in the meeting notice. For the shareholders’ proposals that are not included in the

15

proposal, the board of directors shall explain the reasons for the non-listing at the shareholders’ meeting

10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant motions (including provisional motions and amendments to the original motions) should be voted by poll. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed

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

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

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

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sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote and arrange adequate voting time.

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

When this Corporation holds a shareholders meeting, it may allow the shareholders to adopt electronic means and may exercise its voting rights in writing ~~by correspondence or electronic means.~~ When voting rights are exercised by correspondence or electronic means, the method of exercise shall be ~~established in accordance with the laws and shall be s~~ pecified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a

opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

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

When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be established in accordance with the laws and shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission

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written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

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

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

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending

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

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

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shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

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

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

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

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

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, with the same effect as approval by vote. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is

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passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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

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

The distribution of the proceedings in the preceding paragraph allows the company to enter the announcement to the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and ~~their~~ voting results (Including statistical weights), the number of votes for each candidate should be disclosed when electing directors and shall be retained for the duration of the

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

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

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existence of this Corporation.
20. The Measures were established on March 13,
1989.
The 1st Amendment was made on May 19,
1998.
The 2nd Amendment was made on May 21,
2002.
The 3rd Amendment was made on June 19,
2013.
The 4th Amendment was made on June 24,
2015.
The 5th Amendment was made on June 15,
2020.
20. The Measures were established on
March 13, 1989.
The 1st Amendment was made on
May 19, 1998.
The 2nd Amendment was made on
May 21, 2002.
The 3rd Amendment was made on
June 19, 2013.
The 4th Amendment was made on
June 24, 2015.
Addition of
date of
amendment

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