SUNPLUS — AGM Information 2013

Jul 19, 2013

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SUNPLUS TECHNOLOGY CO., LTD. 2013 ANNUAL GENERAL SHAREHOLDERS’ MEETING

MEETING AGENDA

(Translation in English–Original in Chinese)

Date: June 11, 2013 Place: Newton Palace, Science Park Life Hub, No.1, Industrial East Road 2, Hsinchu Science Park, Taiwan 300

Please Read the Following Notice Before Using the Meeting Agenda

Readers are advised that the original version is in Chinese. If there is any conflict between the English version and the Chinese one or any difference in the interpretation of the two versions, the Chinese language report shall prevail.

In addition, certain of our financial information have been published in accordance with requirements of the Republic of China Securities and Futures Commission and are presented in conformity with accounting principles generally accepted in the Republic of China. Readers should be cautioned that these accounting principles differ in many material respects from accounting principles generally accepted in other countries.

Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

The materials and information provided on this meeting agenda have been issued by Sunplus and are posted solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any securities issued by us or otherwise.

TABLE OF CONTENTS

MEETING PROCEDURE .................................................................................................................. 1 MEETING AGENDA .......................................................................................................................... 3 REPORT ITEMS ................................................................................................................................. 5 (1) 2012 Business Report ................................................................................................................. 5 (2) The Supervisors’ Report ............................................................................................................. 5 (3) The Report on Adjustment of Un-appropriated Earnings Due to Launching IFRSs .................. 5 (4) The Report on “Procedures for Ethical Management and Guidelines for Conduct” .................. 5 ACKNOWLEDGEMENTS ................................................................................................................. 6 (1) To Accept 2012 Business Report and Financial Statements ...................................................... 6 (2) To Accept the Appropriation of 2012 Losses ............................................................................. 6 PROPOSALS & DISCUSSIONS ........................................................................................................ 7 (1) To Amend the “Procedures for Endorsements and Guarantees” ................................................ 7 (2) To Amend the “Operational Procedures for Loaning Funds to Others” .................................... 7 (3) To Lift the Ban to Directors against Joining Competitors .......................................................... 7 ATTACHMENT ................................................................................................................................... 8 (1) 2012 Business Report ................................................................................................................ 9 (2) Supervisor’s Report ................................................................................................................. 11 (3) “Procedures for Ethical Management and Guidelines for Conduct” (The "Procedures and Guidelines") of Sunplus Technology Company Limited (The "Company") ........................... 12 (4) Independent Auditors’ Report ................................................................................................. 17 (5) Balance Sheet .......................................................................................................................... 18 (6) Statements of Income .............................................................................................................. 19 (7) Statements of Changes in Shareholders’ Equity ..................................................................... 21 (8) Statements of Cash Flow ......................................................................................................... 22 (9) Proposal for Appropriation of 2012 Losses ............................................................................ 24 (10) Comparison Table for “Procedures for Endorsements and Guarantees” Before & After Revision................................................................................................................................... 25 (11) Comparison Table for “Operational Procedures for Loaning Funds to Others” Before & After Revision................................................................................................................................... 27 APPENDIX.......................................................................................................................................... 28 Articles of Incorporation ................................................................................................................ 29 Operational Procedures for Loaning Funds to Others .................................................................... 29 Rules and Procedures of Shareholders’ Meeting ............................................................................ 29 Shareholding of Directors and Supervisors .................................................................................... 30 The Impact of Dividend Capitalization upon Business Performance, Shareholders’ Equity, and EPS ....................... 31

MEETING PROCEDURE

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Sunplus Technology Co., Ltd. 2013 Annual General Shareholders’ Meeting Meeting Procedure

• I. Call Meeting to Order

• II. Chairman’s Address

• III. Report Items

• IV. Acknowledgements

• V. Proposals and Discussions

• VI. Extemporary Motions

• VII. Meeting Adjourned

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MEETING AGENDA

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Sunplus Technology Co., Ltd. 2013 Annual General Shareholders’ Meeting Meeting Agenda

• I. Time: 9:00a.m., June 11, 2013

• II. Place: Newton Palace, Science Park Life Hub No.1, Industrial East Road 2, Hsinchu Science Park, Taiwan 300

• III. Chairman: Chou-Chye Huang, Chairman of the Board of Directors

• IV. Chairman’s Address

• V. Report Items

• (1) 2012 Business Report

• (2) Supervisor's Report

• (3) The Report on Adjustment of Unappropriated Earnings Due to Launching IFRS

• (4) The Report on “Procedures for Ethical Management and Guidelines for Conduct”

• VI. Acknowledgements

• (1) 2012 Business Report and Financial Statement

• (2) Appropriation of 2012 Losses

• VII. Proposals & Discussions

• (1) To Amend the “Procedures for Endorsements and Guarantees”

• (2) To Amend the “Operational Procedures for Loaning Funds to Others”

• (3) To Lift the Ban to Directors against Joining Competitors

• VIII. Extemporary Motions

• IX. Meeting Adjourned

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REPORT ITEMS

(1) 2012 Business Report

Explanatory Notes:

The 2012 Business Report is attached hereto as Attachment (1) page 9 to page 10.

(2) The Supervisors’ Report

Explanatory Notes:

The Supervisors’ Report is attached hereto as Attachment (2) page 11.

(3) The Report on Adjustment of Un-appropriated Earnings Due to Launching IFRSs

Explanatory Notes:

1. According to Financial Supervisory Commission, R.O.C. Letter#1010012865 Statement 3, issued on 2012/04/06, the listed companies shall make provision of special reserve from the fiscal year launching International Financial Reporting Standards (IFRSs) and report the adjustment on un-appropriated earnings due to launching IFRSs.

2. The major adjustment on un-appropriated earnings after launching IFRSs

(In NT$K) Un-appropriated earnings (accumulated deficit)	2012 Dec.31 Taiwan GAAP IFRS Diff. (676,970) (903,390) (226,420)	2012 Jan.01
		Taiwan GAAP IFRS Diff. (23,822) 38,475 62,297

1. IFRS 1, “First-time Adoption of International Financial Reporting Standards”, the Company is required to determine the accounting policies under IFRSs and retrospectively apply those accounting policies in its opening balance sheet at the date of transition to IFRSs (January 1, 2012; the transition date); except for optional exemptions and mandatory exceptions to such retrospective application provided under IFRS 1 when the Company’s first consolidated financial statements prepared in accordance with IFRSs.

2. According to the related rules issued by the FSC and IFRS1, for there was no re-evaluated unrealized appreciation and the cumulative translation adjustments loses were NT$18,342,969 due to adopting IFRS, the Company shall not make provision of special reserve in its opening balance sheet at the date of transition to IFRSs (January 1, 2012; the transition date).

(4) The Report on “Procedures for Ethical Management and Guidelines for Conduct”

Explanatory Notes:

In order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct are adopted to providing all board of directors, supervisors, personnel of the Company with clear directions for the performance of their duties. Please see Attachment (3) page 12.

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ACKNOWLEDGEMENTS

(1) To Accept 2012 Business Report and Financial Statements

(Proposed by the Board of Directors)

Explanatory Notes:

1. Sunplus’ 2012 Financial Statements were audited by independent auditors of Deloitte & Touche and the Company’s supervisors and approved by BOD on 2013/02/27.

2. The 2012 Business Report, the Independent Auditors’ Report and Financial Statements are attached hereto as Attachment (1) page 9~10, Attachment (4)~(8) page 17~23.

Resolution:

(2) To Accept the Appropriation of 2012 Losses

(Proposed by the Board of Directors)

Explanatory Notes:

1. Sunplus Board of Directors approved the Appropriation of 2012 Losses on April 10th, 2013.

2. Due to losses in 2012, the company shall not distribute dividends.

3. Sunplus Board of Directors proposed to cover the losses in 2012 from the special reserve of retained earnings NT$160,473,269 and legal reserve of retained earnings NT$516,496,301. The legal reserve were NT$2,426,181,207 before appropriation while it shall be NT$1,909,684,906 afterwards.

4. The proposal is attached hereto as Attachment (9) page 24.

Resolution:

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PROPOSALS & DISCUSSIONS

(1) To Amend the “Procedures for Endorsements and Guarantees”

(Proposed by the Board of Directors)

Explanatory Notes:

Certain changes were to reflect the current status and requirements of relevant revised regulations by the competent authority. The comparison table for the above mentioned procedure before and after revision was attached hereto as Attachment (10) page 25.

Resolution:

(2) To Amend the “Operational Procedures for Loaning Funds to Others”

(Proposed by the Board of Directors)

Explanatory Notes:

Certain changes were to reflect the current status and requirements of relevant revised regulations by the competent authority. The comparison table for the above mentioned procedure before and after revision was attached hereto as Attachment (11) page 27.

Resolution:

(3) To Lift the Ban to Directors against Joining Competitors

(Proposed by the Board of Directors)

Explanatory Notes:

1. In accordance with the Article 209 of the “Company Act”, “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval. “

2. The board of directors proposed to lift the ban against joining competitors to those newly elected directors because of necessary business operations.

EXTEMPORARY MOTIONS

MEETING ADJOURNED

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ATTACHMENT

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ATTACHMENT (1)

2012 Business Report

Financial Results

Sunplus revenue in 2012 totaled NT$3,141 million with 12.7% year-on-year decline. The gross profits in 2012 were NT$1,094 million while the R&D expense totaled NT$1,137 million and the SG&A expenses were NT$335 million, the operating net losses summed up NT$377 million in 2012.

Including disposal gain, administrative and support service revenue, rental revenue and other non-operating income, the non-operating net income totaled NT$104 million. With long-term investment loss by equity method of NT$200 million, impairment losses of NT$154 million, interest expense and so on, the non-operating net losses totaled NT$300 million in 2012.

The net losses after tax were NT$677 million which the loss per share for 2012 was NT$1.15.

Products and Technologies

Sunplus delivers IC solutions for multimedia home applications including DVD player, STB, LCD TV and digital TV. Besides, Sunplus has launched the IC solutions including in-car DVD player and high definition STB. Meanwhile, Sunplus has launched the IP Product Center that specializes in high-speed I/O IP, high performance data conversion IP (ADC/DAC/AFE), and analog IP development for a broad range of applications, such as consumer, portable, and connected devices for Sunplus has a solid track record of delivering high-quality and optimized IP solutions that are in mass production.

The R&D expenses were 36.2% of total revenue in 2012, and meantime we will go on developing cutting-edge technologies and new products by keeping investing in R&D.

Organization

Sunplus is mainly supported by the Home Entertainment Business Unit which has been reorganized by “DVD Product Center”, “STB Product Center” and “IP Product Center” for Sunplus has joint-invested Sunplus Core (Now re-named as S2-tek Inc.) for developing TV IC solutions.

At the end January of 2013, there were 478 employees in Sunplus, including 327 R&D staff, which accounts for 68% of the total workforce.

Competition, Relevant Regulations, and Global Economics

For TV IC market is such competitive that some of the competitors have quit or merged, Sunplus has to review and make a change during the tough time. So Sunplus has joint-invested S2-Tek with Silicon Integrated Systems Corp., (SiS) for combining the design capabilities and capital allocation from both companies that shall create a superior position to meet TV IC market and make better return for our shareholders in the future.

Meanwhile, Sunplus keeps developing highly valued products such as in-car DVD IC and HD STB solutions related to home entertainment technologies. For Sunplus has been accumulating the wide-range intellectual properties related to home entertainment technologies and the sales channels and strategic partnership with customers aggressively that should benefit Sunplus to stand out from competitors.

For the companies in Taiwan will adopt IFRSs officially instead of the original Taiwan GAAP from 2013, Sunplus has called a special committee in order to launching IFRSs. After evaluation, it shall impact lightly to the shareholders’ equity and share price of the company. We will keep watch for any further updates and take actions to reduce the impacts on the company.

Outlook

Sunplus has updated the company vision to “Customers Win we win” for we are going to provide the best

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products and services to our customers for more design wins. Looking forward into 2013, Sunplus will keep expanding our business on highly valued products such as in-car DVD and HD STB as well as IP licensing for new growth drivers. And we will try harder to improve the performance in order to make the better return of equities.

We would like to thank you for your support with our sincere wishes.

All the best, Chairman & CEO,

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ATTACHMENT (2)

Supervisor’s Report

Sunplus’ Board has prepared and submitted the 2012 business report, financial statements and the proposals. The CPAs of Deloitte & Touche were retained to audit those financial statements and have submitted the audit report. I, Sunplus’ supervisor, have reviewed the business report, financial statements and the proposals as being correct and accurate. According to Article 219 of the Company Law, I hereby submit this report.

To Sunplus 2013 Annual General Shareholders’ Meeting

Sunplus Technology Co., Ltd. Supervisor:

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Liu, De-Zhong

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Lee, Pei-Yu

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Lin, Wei-Min

April 15, 2013

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ATTACHMENT (3)

(Translation in English, Original in Chinese)

“Procedures for Ethical Management and Guidelines for Conduct” (The "Procedures and Guidelines") of Sunplus Technology Company Limited (The "Company") (Enacted on April June 10[th] , 2013)

Article 1 Purpose and scope

The Company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies with a view to providing all personnel of the Company with clear directions for the performance of their duties.

Article 2 Applicable subjects

For the purposes of these Procedures and Guidelines, the term "personnel of the Company" refers to any director, supervisor, managerial officer, employee, or person having substantial control, of the Company or its group enterprises and organizations.

Any promise, request, or acceptance of any benefits in whatever form or name by any personnel of the Company through a third party will be presumed to be an act by the personnel of the Company.

Article 3 Unethical conduct

For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of the Company, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.

The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.

Article 4 Types of benefits

For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.

Article 5 Responsible unit

The Company shall designate the Administration Division as the solely responsible unit (hereinafter, "responsible unit") in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall also submit regular reports to the board of directors.

Article 6 Prohibition against providing or accepting improper benefits

Any personnel of the Company are prohibited to request, directly or indirectly, any money, gratuity or preferential treatment, including luxury entertainment and dining or other treatment in whatever form which is not in accordance with local courtesy and custom from any supplier, agent or customer who has business relationship with the Company. Any personnel of the Company are prohibited to accept any money or gratuity from any supplier, agent or customer. The preceding conduct is undertaken unless either it is in accordance with local courtesy, convention, or custom which the market value are less than NT$3,000 or it is the gift-away or souvenirs with printed logo provided by another party. The market

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value of the property provided coming from the same source within a single fiscal year shall be limited to NT$30,000. The personnel of the Company shall return or refuse politely any other gifts, money or benefits in whatever form or name in accordance with Article 7 of the procedures and guidelines. Any personnel of the Company are prohibited to accept gifts or other payments unless it is for the Company’s ceremony and reported in written form to BU’s head in advance.

Any personnel of the Company are prohibited to accept the dining treatment and entertainment from any supplier, agent and customer unless it’s on business trip or approved by the Company.

Any personnel of the Company are prohibited to make loans or leasing contracts either gratuitous or non-gratuitous with any supplier, agent and customer who have commercial relationship with the Company.

Article 7 Procedures for handling the acceptance of improper benefits

Except under any of the circumstances set forth in the preceding article, when any personnel of the Company are provided with or are promised, either directly or indirectly, any money, gratuity, service, preferential treatment, entertainment, dining, or other benefits by a third party, the matter shall be handled in accordance with the following procedures:

1. If there is no relationship of interest between the party providing or offering the benefit and the official duties of the Company's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary.

2. If a relationship of interest does exist between the party providing or offering the benefit and the official duties of the Company’s personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling.

"A relationship of interest between the party providing or offering the benefit and the official duties of the Company's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances:

1. When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.

2. When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.

3. Other circumstances in which a decision regarding the Company's business, or the execution or non-execution of business, will result in a beneficial or adverse impact.

The responsible unit of the Company shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by CEO of the Company.

Article 8 Recusal

The directors of the Company shall maintain a high degree of self-discipline; when a proposal at a board of directors meeting concerns a director's personal interest or the interest of the juristic person represented by the director, and such a relationship is likely to prejudice the interest of the Company, that director may express opinions and answer questions but may not participate in the discussion nor vote on that proposal. In addition, that director shall recuse himself or herself when the discussion and voting is in progress, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

If in the course of conducting company business, any personnel of the Company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or

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their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of the Company may use company resources on commercial activities other than those of the Company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of the Company.

Article 9 Unit in charge of confidentiality regime and its responsibilities

The Company shall designate the Legal & Intellectual Property Department (“The Department”) for handling its trade secrets. The Department shall be charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the Company's trade secrets, and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.

Article 10 Prohibition against disclosure of confidential information

All personnel of the Company shall faithfully follow the operational directions pertaining to the trade secrets of the Company, and may not disclose to any other party any trade secret of the Company of which they have learned, nor may they inquire about or collect any trade secrets of the Company unrelated to their individual duties.

Article 11 Prohibition against insider trading

The Company’s personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging the undisclosed information to any other party in order to prevent another party from using such information to engage in insider trading

Article 12 Non-disclosure agreement

Any organization or person outside of the Company that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by the Company shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of the Company acquired as a result, and that they may not use such information without the prior consent of the Company.

Article 13 Announcement of policy of ethical management to outside parties

The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the Company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

Article 14 Ethical management evaluation prior to development of commercial relationships

Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, the Company shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.

When the Company carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

1. The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.

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1. Whether the enterprise has adopted an ethical management policy, and the status of its implementation.

2. Whether enterprise's business operations are located in a country with a high risk of corruption.

3. Whether the business operated by the enterprise is in an industry with a high risk of bribery.

4. The long-term business condition and degree of goodwill of the enterprise.

5. Consultation with the enterprise's business partners on their opinion of the enterprise.

6. Whether the enterprise has a record of unethical conduct such as bribery or illegal political contributions.

Article 15 Statement of ethical management policy to counterparties in commercial dealings

Any personnel of the Company, when engaging in commercial activities, shall make a statement to the trading counterparty about the Company's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name, including rebates, commissions, facilitating payments, or other improper benefits provided or accepted through other channels.

Article 16 Avoidance of commercial dealings with unethical operators

All personnel of the Company shall avoid business transactions with an unethical agent, supplier, customer, or other counterparty in commercial interactions. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement the Company's ethical management policy.

Article 17 Handling of unethical conduct by personnel of this Corporation

Upon discovering or receiving a complaint about any personnel's involvement in unethical conduct, the Company shall ascertain the relevant facts without delay; if it is verified that there is indeed a violation of applicable laws and regulations or the Company's policy and procedures of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.

With respect to the unethical conduct that has occurred, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent a recurrence of the same unethical conduct.

The responsible unit of the Company shall submit to the board of directors a report on the unethical conduct, actions taken, and subsequent reviews and corrective measures.

Article 18 Actions upon event of unethical conduct by others towards this Corporation

If any personnel of the Company discovers that another party has engaged in unethical conduct towards the Company, and such unethical conduct involves alleged illegality, the Company shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, the Company shall additionally notify the governmental anti-corruption agency.

Article 19 Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures

The Company shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of the Company seriously violates ethical conduct, the Company shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Company.

The Company shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.

Article 20 Enforcement

These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting.

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Article 21 Amendment

These Procedures and Guidelines are enacted on April 10th, 2013.

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ATTACHMENT (4)

Independent Auditors’ Report

The Board of Directors and Shareholders Sunplus Technology Company Limited

We have audited the accompanying balance sheets of Sunplus Technology Company Limited (the “Company”) as of December 31, 2012 and 2011, and the related statements of income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sunplus Technology Company Limited as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards, and accounting principles generally accepted in the Republic of China.

We have also audited the consolidated financial statements of Sunplus Technology Company Limited and subsidiaries as of and for the years ended December 31, 2012 and 2011 and have issued an unqualified opinion thereon in our reports dated March 14, 2013 and March 21, 2012, respectively.

February 27, 2013

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China.

For the convenience of readers, the 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 auditors’ report and financial statements shall prevail.

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ATTACHMENT (5)

SUNPLUS TECHNOLOGY COMPANY LIMITED

BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS CURRENT ASSETS Cash (Note 4) Available-for-sale financial assets - current (Notes 2 and 5) Accounts receivable, net (Notes 2, 3, 6 and 22) Other receivables Other receivables - related parties (Note 22) Inventories (Notes 2 and 7) Deferred income tax assets (Notes 2 and 19) Other current assets Total current assets LONG-TERM INVESTMENTS Equity-method investments (Notes 2, 8 and 23) Available-for-sale financial assets (Notes 2 and 5) Financial assets carried at cost (Notes 2 and 9) Total long-term investments PROPERTIES (Notes 2, 10 and 23) Cost Buildings Auxiliary equipment Machinery and equipment Testing equipment Furniture and fixtures Total cost Less: Accumulated depreciation Net properties INTANGIBLE ASSETS, NET (Notes 2 and 11) OTHER ASSETS Rental assets, net (Notes 2, 22 and 23) Deferred charges and others (Notes 2, 12 and 22) Deferred income tax assets (Notes 2 and 19) Restricted assets (Notes 4, 23 and 24) Total other assets TOTAL		2012		2011
		Amount % $ 1,765,628 14 391,880 3 476,950 4 79,387 1 188,254 2 1,123,641 9 15,355 - 61,641 - 4,102,736 33 7,091,323 56 237,565 2 14,889 - 7,343,777 58 892,934 7 63,925 1 134,055 1 125,169 1 17,862 - 1,233,945 10 469,090 4 764,855 6 253,732 2 64,717 1 43,290 - 55,117 - 6,000 - 169,124 1 $ 12,634,224 100		Amount % $ 1,805,704 16 362,947 3 539,669 5 99,556 1 32,969 - 534,610 5 6,471 - 40,568 - 3,422,494 30 5,566,800 49 860,009 8 18,889 - 6,445,698 57 806,908 7 62,458 1 153,192 1 95,930 1 12,987 - 1,131,475 10 409,782 3 721,693 7 269,542 2 136,693 1 84,729 1 180,021 2 6,000 - 407,443 4 $ 11,266,870 100

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Short-term bank loans (Note 13) Accounts payable (Note 22) Income tax payable (Notes 2 and 19) Accrued expenses (Note 22) Long-term bank loans - current portion (Notes 14 and 23) Deferred income (Notes 2 and 22) Other current liabilities (Notes 2, 8 and 22) Total current liabilities LONG-TERM BANK LOANS, NET OF CURRENT PORTION (Notes 14 and 23) OTHER LIABILITIES Deferred income (Notes 2 and 22) Accrued pension liability (Notes 2 and 15) Guarantee deposits Others Total other liabilities Total liabilities SHAREHOLDERS’ EQUITY (Notes 2, 16 and 17) Capital stock - NT$10.00 par value Authorized - 1,200,000 thousand shares Issued and outstanding - 596,910 thousand shares Capital surplus Additional paid-in capital - share issuance in excess of par Treasury stock transactions Merger and others Retained earnings Legal reserve Special reserve Unappropriated deficit Others Cumulative translation adjustments Unrealized gain (loss) on financial assets Treasury stock (at cost) - 8,475 thousand shares Total shareholders’ equity TOTAL		2012		2011
		Amount % $ 101,640 1 267,283 2 148,628 1 208,168 2 496,806 4 599 - 392,575 3 1,615,699 13 1,223,194 10 1,910 - 50,330 - 79,163 1 1,705 - 133,108 1 2,972,001 24 5,969,099 47 709,215 6 71,228 1 936,212 7 2,426,181 19 191,229 1 (676,970) (5) 3,155 - 188,110 1 (155,236) (1) 9,662,223 76 $ 12,634,224 100		Amount % $ 381,100 3 347,378 3 382,634 4 207,185 2 208,000 2 2,048 - 484,054 4 2,012,399 18 - - 2,509 - 52,029 1 138,005 1 - - 192,543 2 2,204,942 20 5,969,099 53 709,215 6 71,228 1 950,022 8 2,450,003 22 191,229 1 (23,822) - 90,505 1 (1,190,315) (11) (155,236) (1) 9,061,928 80 $ 11,266,870 100

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

18

ATTACHMENT (6)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

GROSS SALES SALES RETURNS AND ALLOWANCES NET SALES (Notes 2 and 22) COST OF SALES (Notes 2, 7, 18 and 22) REALIZED INTERCOMPANY GAIN, NET (Note 2) GROSS PROFIT OPERATING EXPENSES (Notes 18 and 22) Marketing General and administrative Research and development Total operating expenses OPERATING LOSS NONOPERATING INCOME AND GAINS Interest income (Note 22) Administrative and support service revenue (Note 22) Gain on disposal of investments, net (Note 2) Rental revenue (Note 22) Dividend income (Note 2) Foreign exchange gain, net (Note 2) Gain on disposal of fixed assets (Note 2) Others (Notes 2 and 22) Total nonoperating income and gains NONOPERATING EXPENSES AND LOSSES Investment loss recognized by the equity-method, net (Notes 2 and 8) Impairment loss (Notes 2, 5, 8, 9 and 22) Interest expense Foreign exchange loss, net (Note 2) Loss on disposal of fixed assets (Note 2) Others (Note 2)		2012 Amount % $ 3,437,059 295,899 3,141,160 100 2,046,669 65 - - 1,094,491 35 123,754 4 210,884 7 1,137,173 36 1,471,811 47 (377,320) (12) 22,011 1 15,750 1 12,670 - 8,342 - 6,440 - - - - - 38,497 1 103,710 3 199,571 6 154,036 5 27,409 1 12,926 1 44 - 9,374 -		2011
				Amount % $ 3,734,610 134,863 3,599,747 100 2,669,673 74 28,000 1 958,074 27 157,230 5 119,943 3 1,235,882 34 1,513,055 42 (554,981) (15) 19,971 1 33,356 1 223,364 6 16,411 - 9,122 - 12,828 - 1,251 - 27,027 1 343,330 9 839,722 23 703,585 20 10,775 - - - 244 - 3,398 -

(Continued)

19

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

Total nonoperating expenses and losses LOSS BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 2 and 19) NET LOSS LOSS PER SHARE (New Taiwan Dollars; Note 20) Basic Diluted		2012 Amount % 403,360 13 (676,970) (22) - - $ (676,970) (22) 2012 Before Income Tax After Income Tax $ (1.15) $ (1.15) $ (1.15) $ (1.15)		2011	2011
				Amount % 1,557,724 43 (1,769,375) (49) 215,547 6 $ (1,984,922) (55) 2011
				2011
		Before Income Tax $ (1.15) $ (1.15)		Before Income Tax $ (3.00) $ (3.00)	After Income Tax $ (3.37) $ (3.37)

The pro forma net loss and loss per share (EPS/LPS) on the assumption that the stock of a parent company held by its subsidiary is treated as an available-for-sale financial asset and not as treasury stock are as follows (Note 17):

NET LOSS BASIC AND DILUTED EPS Based on weighted-average shares outstanding - 591,995 thousand shares in 2012 and 593,387 thousand shares in 2011		2012 Before Income Tax After Income Tax $ (676,970) $ (676,970) $(1.14) $(1.14)		2011
				Before Income Tax After Income Tax $ (1,766,504) $ (1,982,051) $(2.98) $(3.34)

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

(Concluded)

20

ATTACHMENT (7)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

BALANCE, JANUARY 1, 2011 Acquisition of treasury stock Appropriation of prior year’s earnings: Legal reserve Special reserve Cash dividends NT$0.8 per share Adjustment arising from changes in percentage of ownership of investees Adjustment of capital surplus - others Net loss in 2011 Translation adjustments on long-term investments Cash dividends received by subsidiaries from parent company Adjustment for changes in equity in equity-method investees Valuation loss on available-for-sale financial assets BALANCE, DECEMBER 31, 2011 Deficit offset against tegal reserve Adjustment arising from changes in percentage of ownership of investees Net loss in 2012 Translation adjustments on long-term investments Adjustment for changes in equity in equity-method investees Valuation loss on available-for-sale financial assets BALANCE, DECEMBER 31, 2012	C	apital Stock Issued a (Note 1	nd Outstanding 6)			Capital S	**urplus (Notes 2and **	16)				Retained Earnings (	Notes 2 and 16)			Other	s (Notes 2, 16 and 17)	Treasury Stock $ (63,401 ) (91,835 ) - - - - - - - - - - (155,236 ) - - - - - - $ (155,236)	Shareholders' Equity $ 12,763,924 (91,835 ) - - (477,528 ) (198,021 ) (43,980) (1,984,922 ) 109,167 2,871 (210,304 ) (807,444) 9,061,928 - (13,810 ) (676,970 ) (87,350 ) 157,649 1,220,776 $ 9,662,223
											Legal Reserve $ 2,372,631 - 77,372 - - - - - - - - - 2,450,003 (23,822 ) - - - - - $ 2,426,181	Special Reserve $ - - - 191,229 - - - - - - - - 191,229 - - - - - - $ 191,229	Unappropriated Earnings (Accumulated Deficit) $ 2,707,229 - (77,372 ) (191,229) (477,528 ) - - (1,984,922) - - - - (23,822 ) 23,822 - (676,970 ) - - - $ (676,970)	Total $ 5,079,860 - - - (477,528 ) - - (1,984,922) - - - - 2,617,410 - - (676,970 ) - - - $ 1,940,440		Cumulative Translation Adjustments $ (18,662 ) - - - - - - - 109,167 - - - 90,505 - - - (87,350) - - $ 3,155	Unrealized Valuation (Loss) Gain on Financial Assets $ (172,567 ) - - - - - - - - - (210,304 ) (807,444) (1,190,315 ) - - - - 157,649 1,220,776 $ 188,110
				i	Additional Paid-in Capital n Excess of Par $ 709,215 - - - - - - - - - - - 709,215 - - - - - - $ 709,215	Treasury Stock $ 68,357 - - - - - - - - 2,871 - - 71,228 - - - - - - $ 71,228	Long-term Investments $ 1,034,600 - - - - (198,021 ) (43,980) - - - - - 792,599 - (13,810 ) - - - - $ 778,789	Merger $ 157,423 - - - - - - - - - - - 157,423 - - - - - - $ 157,423	Total $ 1,969,595 - - - - (198,021 ) (43,980) - - 2,871 - - 1,730,465 - (13,810 ) - - - - $ 1,716,655
		Shares (Thousands) 596,910 - - - - - - - - - - - 596,910 - - - - - - 596,910	Amount $ 5,969,099 - - - - - - - - - - - 5,969,099 - - - - - - $ 5,969,099

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

21

ATTACHMENT (8)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization Gain on disposal of investments, net Impairment loss Investment loss recognized by the equity-method, net Realized intercompany gain, net Realized royalty income Unrealized royalty income Loss (gain) on disposal of properties, net Cash dividends received from equity-method investees Deferred income tax Accrued pension liability Net changes in operating assets and liabilities Accounts receivable Other receivables Other receivables - related parties Inventories Other current assets Accounts payable Income tax payable Accrued expenses Other current liabilities Net cash (used in) provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds of the disposal of: Available-for-sale financial assets Return of capital on financial assets carried at cost Equity-method investments Return of capital on investments accounted for by the equity method Properties Acquisition of: Available-for-sale financial assets Equity-method investments Properties Increase in intangible assets Increase in deferred charges and others Other receivable - related parties Increase in restricted assets Net cash used in investing activities	2012 $ (676,970) 223,384 (12,670) 154,036 199,571 - (2,048) - 44 112,297 116,020 (1,699) 62,719 20,169 (1,562) (587,821) (21,073) (80,095) (234,006) 983 (3,488) (732,209) 473,277 2,667 - - - (490,000) (202,605) (12,927) (88,021) (9,126) (154,830) - (481,565)	2011 $ (1,984,922) 325,887 (223,364) 703,585 839,722 (28,000) (2,172) 2,897 (1,007) 298,381 84,660 (2,390) 340,942 27,747 (5,065) 820,749 (790) (193,968) 119,926 (148,867) 7,109 981,060 856,694 2,222 283,602 11,172 1,252 (459,641) (243,350) (35,311) (171,326) (85,341) (652,000) (6,000) (498,027) (Continued)

22

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term loans (Decrease) increase in guarantee deposits Increase in long-term loans Repayments of long-term bank loans Cash dividends Cash paid for the acquisition of treasury stock Net cash provided by (used in) financing activities NET DECREASE IN CASH CASH, BEGINNING OF YEAR CASH, END OF YEAR SUPPLEMENTAL CASH FLOW INFORMATION: Income tax paid Interest paid NONCASH INVESTING AND FINANCING ACTIVITIES: Reclassifications of rental assets to properties Reclassifications of available-for-sale financial assets to long-term investment Reclassification of credit balance on carrying value of long-term investments to other current liabilities Reclassifications of other receivable - related parties to long-term investment Current portion of long-term bank loans PARTIAL CASH INVESTING AND FINANCING ACTIVITIES: Acquisition of properties Increase in other receivables - related parties Decrease in payables to contractors and equipment suppliers Cash paid	2012 (279,460) (58,842) 1,750,000 (238,000) - - 1,173,698 (40,076) 1,805,704 $ 1,765,628 $ 83,876 $ 25,935 $ 70,394 $ 1,797,347 $ 85,855 $ - $ 496,806 $ (37,031) 24,535 (431) $ (12,927)	2011 206,320 385 - (412,500) (477,528) (91,835) (775,158) (292,125) 2,097,829 $ 1,805,704 $ 10,961 $ 12,064 $ 10,392 $ - $ 171,299 $ 489,000 $ 208,000 $ (27,289) - (8,022) $ (35,311)

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

23

ATTACHMENT (9)

Proposal for Appropriation of 2012 Losses

ITEMS	AMOUNT (NT$)
2012 Net Losses after Tax	(676,969,570)
Appropriation of Losses
From Special reserve	160,473,269
From Legal reserve	516,496,301
Losses needed to Appropriate end of 2012	0

Note:

1. Due to losses in 2012, the company shall not distribute dividends.

2. Sunplus Board of Directors proposed to cover the losses in 2012 from the special reserve of retained earnings NT$160,473,269 and legal reserve of retained earnings NT$516,496,301. The legal reserve were NT$2,426,181,207 before appropriation while it shall be NT$1,909,684,906 afterwards.

24

ATTACHMENT (10)

Comparison Table for “Procedures for Endorsements and Guarantees” Before & After Revision

BEFORE REVISION		AFTER REVISION
Article 4 Ceiling on the amount permitted to make in endorsements/guarantee (Skipped) If the total amount of endorsements worth and/or guarantees of the company and its subsidiaries reach more than 50%, the company has to state its necessity and reasonability on its shareholders’ meeting. The amount of endorsements worth and/or guarantees between its subsidiaries in which the company holds directly and indirectly more than 90% of its total voting shares cannot reach 10% of the company’s net worth except the 100% holding subsidiaries.		Article 4 Ceiling on the amount permitted to make in endorsements/guarantee (Skipped) If the total amount of endorsements worth and/or guarantees of the company andbyits subsidiaries reach more than 50%, the company has to state its necessity and reasonability on its shareholders’ meeting. The amount of endorsements worth and/or guarantees between its subsidiaries in which the company holds directly and indirectly more than 90% of its total voting shares cannot reach 10% of the company’s net worth except the 100% holding subsidiaries. "Subsidiary"and"parent company"as referred to in these Regulations shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where a public company’s financial reports are prepared according to the International Financial Reporting Standards,"net worth"in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 6 Procedures for making endorsements/guarantees (skipped) 5. When the conditions are changed after making endorsements and/or guarantees complying with Article 3, or that the maximum amount permitted are out of limitation because of the change of calculating basis, such endorsement and/or guarantee has to be revised in the specific period of time, and the revised proposal has to be submitted to Board of Directors and Supervisors. (skipped)		Article 6 Procedures for making endorsements/guarantees (skipped) 5. When the conditions are changed after making endorsements and/or guarantees complying with Article 3, or that the maximum amount permitted are out of limitation because of the change of calculating basis, such endorsement and/or guarantee has to be revised in the specific period of time, and the revised proposal has to be submitted to Board of Directors and Supervisors. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par

25

		shall be substituted. (skipped)
Article 8Announcing and reporting procedures The company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries and the monthly sales by the 10th day of each month. The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days from the date of occurrence: (skipped) 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for,long-term investment, and balance of loans to, such enterprise reaches 30 percent or more of company's net worth as stated in its latest financial statement. 4. The amount of new endorsements/guarantees made by the company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the company's net worth as stated in its latest financial statement. (skipped)		Article 8Announcing and reporting procedures The company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries and the monthly sales by the 10th day of each month. The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: (skipped) 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such enterprise reaches 30 percent or more of company's net worth as stated in its latest financial statement. 4. The amount of new endorsements/guarantees made by the company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the company's net worth as stated in its latest financial statement. (skipped) Refers to the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier.

26

ATTACHMENT (11)

Comparison Table for “Operational Procedures for Loaning Funds to Others” Before & After Revision

BEFORE REVISION		AFTER REVISION
Article 4 Operational procedures for extending loans to others (skipped) (3) Scope of Empowering (Skipped)		Article 4 Operational procedures for extending loans to others (skipped) (3) Scope of Empowering (Skipped) "Subsidiary"and"parent company"as referred to in these Regulations shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where a public company’s financial reports are prepared according to the International Financial Reporting Standards,"net worth"in these Regulations means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. (Skipped)
Article 7 Announcement and reporting procedures. 1. (Skipped) 2. The Company whose loans of funds reach one of the following levels shall announce and report such event within two days from its occurrence: (1) (Skipped) (2) (Skipped) (3) The amount of new loans of funds by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement.		Article 7 Announcement and reporting procedures. 1. (Skipped) 2. The Company whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediatelyfrom its occurrence: (1) (Skipped) (2) (Skipped) (3) The amount of new loans of funds by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statement. Refers to the date of contract signing, date of payment, dates of boards of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier.

27

APPENDIX

28

APPENDIX (1)

Sunplus Technology Company Limited Articles of Incorporation

(Skipped)

APPENDIX (2)

Sunplus Technology Company Limited Procedures for Endorsements and Guarantees

(Skipped)

APPENDIX (3)

Sunplus Technology Company Limited Operational Procedures for Loaning Funds to Others

(Skipped)

APPENDIX (4)

Sunplus Technology Company Limited

Rules and Procedures of Shareholders’ Meeting

(Skipped)

29

APPENDIX (5)

Shareholding of Directors and Supervisors

1. Sunplus’ paid-in capital is NT$5,969,099,190; total issued shares are 596,909,919 shares.

2. According to Article 26 of “Securities and Exchange Act”, the amount of shares held by all board directors may not be less than 19,101,117 shares, and the amount of shares held by all supervisors may not be less than 1,910,111 shares.

3. By the closing date of shareholders registration, the amount of shares held by all directors and supervisors have been compliant with Article 26 of “Securities and Exchange Act”. The details are as follows:

Title	Name	Shareholding
Director	Chou-Chye Huang	92,737,817
Director	Wen-ShiungJan	0
Director	Global View Co., Ltd.	10,038,049
Director	HigherwayElectronic Co., Ltd.	69,906
Independent Director	Po-YoungChu	1,736
Independent Director	Che-Ho Wei	0
Total(note1)		102,845,772

Note 1: Shares held by the independent directors are not counted in the above calculations.

Title	Name	Shareholding
Supervisor	De-ZhongLiu	13,045,795
Supervisor	Pei-Yu Lee	0
Supervisor	Wei-Min Lin	0
Total		13,045,795

30

APPENDIX (6)

The Impact of Dividend Capitalization upon Business Performance, Shareholders’ Equity, and EPS

The company did not announce the official financial guidance for 2013, so there is no relevant information to be evaluated the influence of dividend capitalization upon business performance, shareholders’ equity, and earnings per share.

(End of this translation)

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