Stock code ： 3576

==> picture [132 x 77] intentionally omitted <==

Neo Solar Power Corporation.

2015 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

Meeting Time: June 17, 2015

I.MEETING PROCEDURE .............................................................................................. 2 II.MEETING AGENDA..................................................................................................... 3 III.REPORT ITEMS........................................................................................................... 4 IV. MATTERS FOR RATIFICATION................................................................................. 5 V. MATTERS FOR DISCUSSION & ELECTION.............................................................. 6 VI.OTHER BUSINESS AND SPECIAL MOTION............................................................ 8 VII.MEETING ADJOURNED ........................................................................................... 8 ATTACHMENT I.BUSINESS REPORT....................................................................................................... 10 II.AUDIT COMMITTEE’S REVIEW REPORT................................................................. 13 III. 2 ND SECURED OVERSEAS CONVERTIBLE BONDS EXECUTION STATUS ..... 14 IV. THE EXECUTION ON IMPROVEMENT PLAN ........................................................ 15 V. ETHICAL CORPORATE MANAGEMENT BEST PRACTICE PRINCIPLES ............. 16 VI.CORPORATE SOCIAL RESPONSIBILITY BEST PRACTICE PRINCIPLES............. 23 VII.INDEPENDENT AUDITORS’ REPORT AND 2014 FINANCIAL STATEMENTS....31 VIII. Profit Appropriation Statement for Year 2014............................................................ 46 IX. Candidate List for Independent Directors...................................................................... 47 APPENDIX I.ARTICLES OF INCORPORATION ................................................................................ 49 II.SHAREHOLDINGS OF ALL DIRECTORS................................................................... 56 III.DIRECTORS’ COMPENSATION AND EMPLOYEES’ PROFIT SHARING………. 57 IV. THE IMPACT OF STOCK DIVIDEND ISSUANCE ON BUSINESS PERFORMANCE, EPS, AND SHAREHOLDER RETURN RATE .................................................................. 58

NEO SOLAR POWER CORPORATION

2015 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

I. Call Meeting to Order
II. Chairman’s Address
III. Report Items
IV. Matters for Ratification
V. Matters for Discussion & Election
VI. Other Business and Special Motion
VII. Meeting Adjourned

NEO SOLAR POWER CORPORATION

2015 ANNUAL SHAREHOLDERS’ MEETING AGENDA

Time: 9:00 a.m., June 17, 2015

Place ： 1001 University Road, Hsinchu, Taiwan 300, ROC

The Engineering Building 4 International Convention Hall of National Chiao Tung University

I.Call Meeting to Order

II.Chairman’s Address

III.Report Items:

To report the business of 2014.
Audit Committee’s review report.
Report on the Company's secend issue of foreign guaranteed convertible corporate bonds.
The execution on improvement plan for the Company’s operations.
Report of the Company's “Ethical Corporate Management Best Practice Principles”.
Report of the Company's“Corporate Social Responsibility Best Practice Principles”.

IV. Matters for Ratification

To accept 2014 Business Report and Financial Statements.
To approve the proposal for distribution of 2014 profits.

V. Matters for Discussion & Election

1.NSP plans to increase capital by issuing common stock or by issuing underlying common stock for Global Depositary Receipts (GDR) offering; submitted for approval.
Election for an independent director.
Relieve the Prohibition of Business Strife on Directors .

VI.Other Business and Special Motion

VII.Meeting Adjourned

Report Items

To report the business of 2014.

Explanatory Notes: Please refer to Attachment I.

Audit Committee’s review report.

Explanatory Notes: Please refer to Attachment II.

The Company's secend issue of secured overseas convertible bonds. Explanatory Notes: In order to reimburse bank loans and improve financial structure, NSP issued the secured overseas convertible bonds domestically on July 18, 2014. The issuance and conversion execution status please refer to Attachment III.
The execution on improvement plan for the Company’s operations. Explanatory Notes: The report is proposed in accordance with the official letter of Financial Supervisory Commission of Executive Yuan as per Jin-Guan-Zheng-Fa-#1020034236 and 10200342361dated September 12, 2013. Please refer to Attachment IV.
Report of the Company's “Ethical Corporate Management Best Practice Principles”. Explanatory Notes: The Principles is promulgated to assist the Company to strengthen a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices. Please refer to Attachment V.
Report of the Company's“Corporate Social Responsibility Best Practice Principles”. Explanatory Notes: The Company’s in order to fulfill the corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development; we hereby adopt the Principles to followed “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies" to setting NSP’s “Corporate Social Responsibility Best Practice Principles”. Please refer to Attachment VI.

Matters for Ratification

1.To accept 2014 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanatory Notes:
(1)NSP’s 2014 Financial Statements were audited by independent auditors, Mr. Huang, Shu-Chieh and Mr. Lin, Cheng-Chih, of Deloitte & Touche.
(2) 2014 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as Attachments I, VII.
(3) Please accept the aforementioned Business Report and Financial Statements.

Resolution:

To approve the proposal for distribution of 2014 profits (Proposed by the Board of Directors). Explanatory Notes:
(1)The company's after-tax earnings of the year 2014 is NT $218,561,442, plus the Undistributed Earnings of previous year NT$173,181,916 , the total of the undistributed earnings this year to NT$391,743,358
(2)According to the law to set aside legal reserve NT$21,856,144 and reversal special reserve of debit to other equity item in 2013 of NT$ 18,927,633 which according with rule of Jin-Guan-Zheng-Fa no. 1010012865 dated April 6, 2012.
(3) Proposed to distribution each common share holder will be entitled to receive a cash dividend of NT$0.2 per share ,based on the total outstanding shares 856,353,480 shares as of February 28, 2015. The dividends to be allocated to the shareholders amount to NT$171,270,696, undistributed earnings amounted to NT$217,544,151 after the distribution. The profit appropriation statement for year 2014, please refer to Attachment VIII.
(4) The distribution of profits before the Ex-Dividend date, its as issuance of shares upon exercise of employees stock options, repurchasing the Company’s stock shares for transfer or cancellation, cancellation of restricted shares for employees, capital increase by cash, business combination or transfer, capital increase by issuance of GDR, convertible bonds converting into common shares, private placement of new shares, etc., which results in changes in shareholder’s allotment of shares or dividend-payout ratio, Board of Directors authorizes the Chairman to make necessary adjustments at its full discretion.
(5)It is also requested that the Board of Directors authorizes the Chairman to set the record date of dividend distribution

Resolution:

Matters for Discussion & Election

1.NSP plans to increase capital by issuing common stock or by issuing underlying common stock for Global Depositary Receipts (GDR) offering; submitted for approval. (Proposed by the Board of Directors)

Explanatory Notes:

(1)For the purpose of fulfilling the capital needs of the Company’quest for prime competitiveness via business expansion and development, sound financial operations, strong ability to pay back loans, additional funding may be required, thus, the board submits plans to issue, at an appropriate time and quantity schedule, up to 180,000,000 common shares and/or common shares for Global Depository Receipts (later referred as “the issuance”)
(A)For the issuance of new common shares by capital increase
- According to Article 28, Section 1 of the Regulations Governing the Offering and Issuance of Securities, it is proposed to authorize the Board of Directors to adopt either “Book Building”or “Public Subscription for public offering”. The percentage allocated for public offering is detailed in the following sections.
- A. Book Building
  - (a) According to Article 267 of the Company Act, 10% to 15% of the new shares to be issued will be reserved for subscription by the employees of the Company, although for those unsubscribed or renounced by the employees, it is further proposed to authorize the Chairman to allot these shares for subscription by designated persons at its issue price. According to Article 28 Section 1 of the Regulations Governing the Offering and Issuance of Securities, for the remaining 85% to 90% of the new shares to be issued, it is proposed to have all exisiting shareholders waive their pre-emptive rights in proportion to their respective shareholding and conduct a public offering through book building, which will be made in strict accordance with the Rules Governing Underwriting and Resale of Securities by Securities Firms issued by the Taiwan Securities Association.
  - (b) According to Article 7 of the Disciplinary Rules for Securities Underwriters Assisting Issuing Companies in the Offering and Issuance of Securities issued by the Taiwan Securities Association (“Disciplinary Rules”), the actual price of the new common shares for cash by capital increase may not lower than 90% of average closing price of the common shares of the Company for either one, three or five business days prior to the pricing date after adjustment for any distribution of stock/cash dividends or capital reduction. It is proposed to authorize, after the expiry of the book building period, the Chairman to determine the actual issue price of the new common shares after discussion with and agreed by the lead underwriter considering the status of book building.
- B. Public Subscription:
  - (a) According to Article 267 of the Company Act, 10% to 15% of the new shares to be issued will be reserved for subscription by the employees of the Company. 10% of the new shares will be allotted for public offering. The remaining 75%-80% of the new shares to be issued will be allocated for the subscription by the shareholders in proportion to their respective shareholding as shown on the shareholder register as of the record date. For those unsubscribed shares by employees and shareholders, it is further proposed to authorize the Chairman to allot these shares for subscription by designated persons at its issue price.
  - (b) According to Article 6 of the Disciplinary Rules, the actual issue price of the new common shares by capital increase may not be lower than 70% of the average closing price of the common shares of the Company for either one, three of five business days prior to the date of pricing date after adjustment for any distribution of stock/cash dividends or capital reduction. It is proposed to authorize the

     - Chairman to determine the actual issue price of the new common shares after discussion with and agreed by the lead underwriter.

  - C. It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares such as but not limited to its conditions, number of shares to be issued, price, raised amount, capital purpose plan, forecasted schedule, estimated potential impacts, determination of the respective effective date and receipt period of proceeds, underwriting and fundraising agreements. It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares upon receipt of approvals from the competent authorities.

(B)Capital increase by issuing underlying common stock for Global Depositary Receipts (GDR) offering.
- A. According to Article 267 of the Company Act, 10% to 15% of the new shares to be issued will be reserved for subscription by the employees of the Company, although for those unsubscribed by the employees, it is further proposed to authorize the Chairman to allot these shares for subscription by designated persons at its issue price. According to Article 28 Section 1 of the Regulations Governing the Offering and Issuance of Securities, for the remaining 85% to 90% of the new shares to be issued, it is proposed to have all exisiting shareholders waive their pre-emptive rights in proportion to their respective shareholding and conduct a public offering as the underlying shares of the proposed issuance of GDRs.
- B. According to Article 9 of the Disciplinary Rules, the issue price of the new common shares by capital increase may not be lower than 90% of the closing price of common shares on the Taiwan Stock Exchange or 90% of average closing price of the common shares of the Company for either one, three or five business days prior to the pricing date, after adjustment for any distribution of stock/cash dividends or capital reduction. It is proposed to authorize the Chairman, within the scope of the local regulations and capital market situation to negotiate with the actual issue price with the lead underwriter.
- C. It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares such as but not limited to its conditions, number of shares to be issued, price, raised amount, capital purpose plan, forecasted schedule, estimated potential benefits, determination of the respective underwriters and other relevant matters. It is proposed to authorize the Chairman to execute all agreements and documents and handle all relevant matters of the issuance of new shares upon receipt of approvals from the competent authorities.
(2)Calculated based upon the maximum number of the issuance of new shares for cash by capital increase for the issuance of GDRs (i.e., 180,000,000 common shares), the shareholder equity may be diluted by 17% to the maximum. As the funds raised from the issuance of GDRs will be used to support and strengthen the expansion of the Company, its financial operations, its ability to pay back loans and/or other future developments, this proposal shall have positive impact on the shareholder equity.
(3)The pricing of this issuance shall abide all existent regulations and be governed by the verifiable fair pricing mechanisms established by the Taiwan Stock Exchange, thus, is expected to fulfill the highest standards of rationality.
(4)The shareholder’s rights and obligations of the new shares to be issued for cash by capital increase or for the issuance of GDRs shall rank pari passu in all respects with the issued and outstanding common shares of the Company.
(5)It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares upon receipt of approvals from the competent authorities.

Resolution:

Election for an independent director; submitted for approval .(Proposed by the Board of Directors) Explanatory Notes:
(1)Based on the 30[th] decision of 2014 Central Government General Budget Proposal which is deliberated by Legislative Yuan, it is not allowed for any managing director, or managing supervisior, or manager of any legal foundation which is financially supported by institution under Executive Yuan to hold any concurrent position in any other company or corporation. Hence, Mr. Jia-Dong Shea tendered his resignation as independent director effective as of May 1[st] , 2014.
(2) According to Article 14 Section 2 of the Securities and Exchange Act, when an independent director is dismissed for any reason, resulting in a number of directors lower than that required under paragraph 1 or the company's articles of incorporation, a by-election for independent director shall be held at the next following shareholders meeting.
(3)In accordance with Article 17 of the Company’s the Articles of Incorporation and the relevant election mechanisms, independent directors are to be elected under the “candidate nomination system”, thus, current candidates nominated following the 13[th] Board of Directors meeting approval. Candidate list included in Attachment IX.
(4)The tenure of newly elected directors shall commence from June 17, 2015 and expire on May 30, 2016.

Resolution:

3.The Company plans to relieve the Prohibition of Business Strife on Directors. Submitted for approval. (Proposed by the Board of Directors) Explanatory Notes:
(1)In accordance with Article 209 of the Companies Act “Where a director intends to conduct, for the benefit of his/her own or others, a business of the same kind as that of the company, he/she shall make an explanation to all shareholders about the important contents of such act and shall obtain a prior consent of a majority (two thirds or more) of all shareholders”.
(2)Persons with investment or involved in the operations of the Company that hold a directorship position in the Company and that wish to carry out activities in the same or related field as the same field in which the Company is involved, shall request shareholder approval to relieve the Prohibition of Business Strife on Directors under the condition that such person’s activities do not result in a negative impact to the Company’s interests.

Resolution:

Other Business and Special Motion

Meeting Adjourned

ATTACHMENT

`【` Attachment I `】`

NEO SOLAR POWER CORPORATION

BUSINESS REPORT

For both the entire solar energy industry and Neo Solar Power, 2014 represented a severely challenging year. The US Department of Commerce filed a litigation toward Taiwan and PRC’s Anti-Dumping (“AD”) as well as Countervailing-Duty (“CVD”) issue in the mid-2014 which led to the fluctuated solar market and the decrease of ASP (“Average Selling Price) for solar cells. However, global demand for solar industry and related products is still increasing year by year. The research report by Solarbuzz stated that the global demand for solar market in 2014 reached 48 to 50GW, representing more than 20% YoY growth. Thanks to the valuable support from our shareholders and the contineous efforts from our human capital, Neo Solar Power was capable of keeping its steady pace and improving its relationship with clients and product mix. Therefore, Neo Solar Power achieved a historically high record of annual shipments of 2,160 MWp in 2014, representing a YoY growth of 40.7%.

Our commitment to focus on manufacturing prime-quality and high added-value solar solutions has enabled us to build long-lasting relationships with our clients in the solar industry. We continuously devote to R&D and develop high efficiency products. Neo Solar Power in 2014 again extended our core competence in cell technology, quality and service to module operation and brought to market multi-crystalline “Super module”, mono-crystalline “Power module”, half-cut “PowerH” module and “Double-Glass N-type BiFi Module”, which boost conversion efficiency, reliability and life time toward solar modules. In addition, in 2014 Neo Solar Power was not only qualified to be funded by Taiwan’s Ministry of Enomomic Affairs to conduct R&D in high-efficiency products, our solar cells and modules also won Taiwan Excellent PV Award after passing 13 safety test items and 18 performance test items. It it worth mentioning that Neo Solar Power is the only one solar company which won this award in both solar cell and module sectors. This shows that the quality and standard of our products have met worldwide PV industry’s requirement which again recognizes our leadership of technology and quality in solar industry.

Neo Solar Power continously expands solar system investment. In 2014 our subsidiary, General Energy Solutions Inc. (“GES”), sold 71 solar farms in Taiwan with total capacity of 22.5MW to a financial institution. This transaction is the first of its kind in Taiwan that

solar company sells solar power farms in a whole package to a financial institution and thus has significant meaning to the industry. In addition, after completing the 12.5MW Phase I Solar Farm project of the Indianapolis Airport in 2013, GES also completed the Phase II expansion of additional 9.8MW in 2014, which is a milestone for NSP Group. It should be noted that the Phase II project has been sold upon its completion and therefore the profits could be realized by NSP Group immediately. GES in 2014 also successfully further extended its global footprint to UK rooftop solar system projects. This project is believed to be one of the largest rooftop solar system projects for a housing community in the UK. The total project size is 14MW while spreading out on the rooftops of 4,500 homes in Tameside, Greater Manchester.

Our 2014 financial results and 2015 plans are described as follows:

2014 Business Operations Report
In 2014, Neo Solar Power’s consolidated Net Sales reached NT$ 27.58 billion, representing a YoY growth of 37.32% while our annual shipments reached historical high. Despite the AD and CVD issues since the mid-2014, NSP Group still enjoyed profits in 2014 because of our strategy toward expanding downstream solar system projects. Our consolidated Realized Gross Profit was NT$ 17.87 billion with Gross Margin of 6.48%. Under well control, our Operating Expense Ratio was 5.72% resulting in Income from Operations of NT$2.48 billion. Our Net Income was NT$ 2.44 billion. We have abundant cash due to the completion of the issurance of the ECB and capital increase last year and have successfully raised total NT$5.34 billion through the issuances. Our Debt to Assets ratio was also relatively low at 42% with Net Cash, representing a solid financial structure.
Business Operations Plan:
Neo Solar Power has total cell capacity of 2.2GW and will continuously expand module capacity to 480MW to maintain our cost competitiveness. Regarding to R&D aspect, we intend to increase market share by focusing on process technology improvements and product development to manufacture high-quality solar cells with high conversion efficiencies on a cost-effective basis and on a large scale. In addition, Neo Solar Power will also focus on R&D toward crucial techonologies to increase our patent portfolio and therefore we could build up more entry barriers to maintain our mid to long-term competitive advantages. Regarding to financial aspect, we will continuously maintain a solid financial structure to react to market fluctuations and ensure stable growth and development of Neo Solar Power. Regarding to relationships with clients, Neo Solar Power will cultivate current business relationships with global tier 1 clients. In order to expand the market share for our

modules, we will develop new clients from emerging markets and establish our module brand in global markets to acquire more trust and recognizition from solar system clients and the banking industry. Regarding to solar system projects, NSP Group in 2015 will replicate the successful business model to construct solar system projects using GES’ exceptional business development and engineering capabilities along with solar cells and modules provided by Neo Solar Power. In addition to the existing solar farm projects in Japan, the United States, UK and Taiwan, NSP Group plans to expand business into new territories such as Holland and the Middle East in 2015 and complete its vision of building a global network of solar farms. The expansion of NSP Group’s worldwide solar system projects will increase NSP Group’s sales pipelines for solar cells and modules. Integrating businesses of solar cells, solar modules, and solar systems will enable Neo Solar Power to have a complete portfolio in mid-downstream supply chain of solar industry.

Looking into 2015, to keep our long-term competitiveness, NSP is proactively taking the following three strategies, market diversification, solar system investment expansion and acceleration of building up manufacturing sites overseas to respond to the final ruling of 2014 AD issue. Various research institutions forecast a two-digit increase of global installations this year and we expect the increasing demand from some emerging markets. In addition, only the companies who overcame the past downturn can still stay in solar industry, which represents a healthier structure of solar industry now. With the constantly reduced solar system’s installation cost, Grid Parity has been accomplished in many markets. In addition, in solar industry, owing to the relief of financing barriers in financial markets and the innovation of new financial instruments such as asset securitization, there is a significant potential of growth in whole industry investment. NSP will continuously devote to R&D and develop new products by means of our strong semiconductor industry experiences and vast solar device physics expertise. Moreover, as a leading company of high performance and high quality solar cells, modules and systems, Neo Solar Power not only devotes to increase our operating performance, but also to incorporate our core competence in green energy sector into our sustainable development policy to fulfill corporate social responsibility initiatives. In 2014, we won the Energy-Saving Award from Hsinchu Science Park and the HealthyWorking Environment from Ministry of Health and Welfare. We expect to contribute our competence to society and environments to enhance our tangible as well as intangible value. In the future, we also strive to improve our corporate governance, operating performance, our client service quality, our business development and fulfill corporate social responsibility to maximize shareholder value for years to come.

`【` Attachment II `】`

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2014 Business Report, Financial Statements, and proposal for allocation of profits. The CPA firm of Deloitte & Touche was retained to audit NSP’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Neo Solar Power Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

The Audit Committee of Neo Solar Power Corporation

Chairman ： Independent Director Shyur-Jen Chien

March 17, 2015

`【` Attachment III `】`

NEO SOLAR POWER CORPORATION

2 nd secured overseas convertible bonds execution status

Issuance	NEO SOLAR POWER CORPORATION 2 nd secured overseas convertible bonds
Board meeting date	March 18, 2014
Approved of Authorities	Jin-Guan-Zheng-Fa-No1030012677 dated April 21, 2014.
Size of Offering	US$120,000 Thousand.
Tenor (Year)	3
Coupon (%, p.a.)	0%
Offering reason	To procure overseas raw materials
Initially convertible price	NT$39.05
Current convertible price	NT$38.29
Guarantee status	Guarantee by ING Bank N.V. Taipei Branch

`【` Attachment IV `】`

NEO SOLAR POWER CORPORATION

The execution on improvement plan

In Thousands of New Taiwan Dollars

	2014	2014	2014(Actual)	2014(Actual)	Discrepancy	Descriptions
	Amount	%	Amount	%	%
Net sales	28,571,234	100.00	27,580,249	100.00	(3.47)
Cost of sales	25,679,879	89.88	25,792,953	93.52	0.44
Gross profit	2,891,355	10.12	1,787,296	6.48	(38.18)	Decrease inASP
Operating Expenses	1,720,587	6.02	1,577,066	5.72	(8.34)
Other income and expenses	-	-	37,294	0.14	-
Income from operations	1,170,768	4.10	247,524	0.90	(78.86)	Decrease inASP
Nonoperating income and expenses	(124,903)	(0.44)	(25,535)	(0.09)	(79.56)	Foreign exchange gain
Income before income tax	1,045,865	3.66	221,989	0.80	(78.77)	Decrease inASP
Net income for the year	1,045,865	3.66	244,389	0.89	(76.63)	Decrease inASP
Net income attributable to shareholders of the parent	1,045,865	3.66	218,562	0.79	(79.10)	Decrease inASP

`【` Attachment V `】`

NEO SOLAR POWER CORPORATION

Ethical Corporate Management Best Practice Principles

Article 1 The Principles is adopted to assist the Company to foster a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices. The Company is advised to, in accordance with these Principles, adopt its own ethical corporate management best practice principles applicable to its business groups and organizations of the company, which comprise its subsidiaries, any foundation to which the Company’s direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by the company.
Article 2 When engaging in commercial activities, directors, managers, employees, and mandataries of the Company or persons having substantial control over such companies ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits.
Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders.
Article 3 "Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.
Article 4 The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or

other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 5 The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
Article 6 The Company shall in their own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training.
When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the company and their business group are operating.
Article 7 When establishing the prevention programs, the Company shall analyze which business activities within their business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures.

The prevention programs adopted by the Company shall at least include preventive measures against the following:

Offering and acceptance of bribes.
Illegal political donations.
Improper charitable donations or sponsorship.
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competitive practices.
Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

Article 8 The Company and their respective business group shall clearly specify in their rules and external documents the ethical corporate management

policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

Article 9 The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management. Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.
When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.
Article 10 When conducting business, the Company and their directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.
Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and their directors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
Article 12 When making or offering donations and sponsorship, the Company and their directors, managers, employees , mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
Article 13 The Company and their directors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
Article 14 The Company and their directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions

concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.

Article 15 The Company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 16 In the course of research and development, procurement, manufacture, provision, or sale of products and services, the Company and their directors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards.
Article 17 The directors, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.
To achieve sound ethical corporate management, the Company shall establish a dedicated unit that is under the board of directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis:
1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

  4. Promoting and coordinating awareness and educational activities with respect to ethics policy.

  5. Developing a whistle-blowing system and ensuring its operating effectiveness.

  6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

Article 18 The Company and their directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
Article 19 The company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.
When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
The Company’s directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the company to obtain improper benefits for themselves, their spouses, parents, children or any other person.
Article 20 The Company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or

keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results.

The internal audit unit of the Company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

Article 21 The Company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters:

  1. Standards for determining whether improper benefits have been offered or accepted.

  2. Procedures for offering legitimate political donations.

  3. Procedures and the standard rates for offering charitable donations or sponsorship.

  4. Rules for avoiding work-related conflicts of interests and how they should be reported and handled.

  5. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.

  6. Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.

  7. Handling procedures for violations of these Principles.

  8. Disciplinary measures on offenders.

Article 22 The chairperson, general manager, or senior management of the Company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.
The Company shall periodically organize training and awareness programs for directors, managers, employees, mandataries, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.
The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human

resource policies to establish a clear and effective reward and discipline system.

Article 23 The Company shall have in place a formal channel for receiving reports on unethical conduct and keep the reporter's identity and content of the report confidential.The Company shall establish a well-defined disciplinary and complaint system to handle violation of the ethical corporate management rules, and immediately disclose on the Company's internal website the offender's job title, name, date the violation was committed, violating act and how the matter was handled.
Article 24 The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. The Company shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on the company websites, annual reports, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System.
Article 25 The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.
Article 26 The ethical corporate management best practice principles of the Company shall be implemented after the board of directors grants the approval, and shall be sent to the audit committee and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.

The Principles were enacted on March 17, 2015.

`【` Attachment VI `】`

NEO SOLAR POWER CORPORATION

Corporate Social Responsibility Best Practice Principles

Chapter I General Principles

Article 1 In order to assist the Company to fulfill their corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, hereby adopt the Principles”Corporate Social Responsibility Best Practice Principles” to be followed by the company.
Article 2 The Principles applies to NEO SOLAR POWER CORPORATION （ ”the Company” ） , including the entire operations of each such company and its business group.
The Company to actively fulfill their corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.
Article 3 The Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
Article 4 To implement corporate social responsibility initiatives, the Company are advised to follow the principles below:
1. Exercise corporate governance.
2. Foster a sustainable environment.
3. Preserve public welfare.
4. Enhance disclosure of corporate social responsibility information.
Article 5 TWSE/GTSM listed companies shall take into consideration the correlation between the development of domestic and international corporate social responsibility principles and corporate core business operations, and the effect of the operation of individual companies and of their respective

==> picture [67 x 79] intentionally omitted <==

business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility programs, which shall be approved by the board of directors.

Chapter II Exercising Corporate Governance

Article 6 The Company are advised to follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
Article 7 The directors of the Company shall exercise the due care of good administrators to urge the company to perform its corporate social responsibility initiatives, review the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies. The board of directors of the Company is advised to include the following matters in the company's performance of its corporate social responsibility initiatives:
Identifying the company's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines;
Making corporate social responsibility the guiding principle of the company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and
Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information.

The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the board of directors.

Article 8 The Company are advised to, on a regular basis, organize education and training on the implementation of corporate social responsibility initiatives.

Article 9

==> picture [373 x 43] intentionally omitted <==

==> picture [67 x 187] intentionally omitted <==

dedicated unit to be in charge of proposing and enforcing the corporate social responsibility policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis.

The Company are advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.

It is advised that the employee performance evaluation system be combined with corporate social responsibility policies, and that a clear and effective incentive and discipline system be established.

Article 10 The company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.

Chapter III Fostering a Sustainable Environment

Article 11 The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment.
Article 12 The Compan are advised to endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
Article 13 The Company are advised to establish proper environment management systems based on the following tasks:
Collecting sufficient and up-to-date information to evaluate the impact of the company's business operations on the natural environment.
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.

Article 14 The Company are advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.

Article 15 The Company are advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
1. Reduce resource and energy consumption of their products and services.
2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
3. Improve recyclability and reusability of raw materials or products.
4. Maximize the sustainability of renewable resources.
5. Enhance the durability of products.
6. Improve efficiency of products and services.
Article 16 To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures.
TWSE/GTSM listed companies shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

Article 17 The Company are advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:

Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating,

==> picture [67 x 147] intentionally omitted <==

or steam.

The Company are advised to monitor the impact of climate change on their operations and should establish company strategies for energy conservation and carbon and greenhouse gas reduction based upon their operations and the result of a greenhouse gas inventory. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.

Chapter IV Preserving Public Welfare

Article 18 The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination. The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:

Presenting a corporate policy or statement on human rights.
Evaluating the impact of the company's business operations and internal management on human rights, and adopting corresponding handing processes.
Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
In the event of any infringement of human rights, the company shall disclose the processes for handling of the matter with respect to the stakeholders involved.

The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised

==> picture [67 x 43] intentionally omitted <==

shall be clear, convenient, and unobstructed. The company shall respond to any employee's grievance in an appropriate manner.

Article 19 The company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
Article 20 The company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents.
The Company is advised to organize training on safety and health for their employees on a regular basis.
Article 21 The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
The Company shall appropriately reflect the corporate business performance or achievements in the employee remuneration policy, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
Article 22 The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.

The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.

Article 23 The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights,

interests, health, or safety of consumers.

Article 24 The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries.
The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
Article 25 The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society. The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 26 The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
Article 27 The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance. The Company is advised to, through commercial activities, non-cash property endowments, volunteering service or other charitable professional services, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Chapter V Enhancing Disclosure of Corporate Social Responsibility Information

Article 28 The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to their corporate social responsibility initiatives to improve information transparency.
Article 29 The Company shall adopt internationally widely recognized standards or guidelines when producing corporate social responsibility reports, to

==> picture [67 x 251] intentionally omitted <==

disclose the status of their implementation of the corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:

The policy, system, or relevant management guidelines and concrete promotion plans for implementing corporate social responsibility initiatives.
Major stakeholders and their concerns.
Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
Future improvements and goals.

Chapter VI Supplementary Provisions

Article 30 The Company shall at all times monitor the development of domestic and foreign corporate social responsibility standards and the change of business environment so as to examine and improve their established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibility policy.

Article 31 The principles shall be implemented after the board of directors grants the approval, and shall be reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended. The Principles were enacted on March 17, 2015.

`【` Attachment VII `】`

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Neo Solar Power Corp.

We have audited the accompanying balance sheets of Neo Solar Power Corp. (the “Corporation”) as of December 31, 2014 and 2013, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits. As disclosed in Note 13 to the financial statements, the financial statements of General Energy Solutions Inc. (GES) as of and for the year ended December 31, 2014 were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts of investment in GES accounted for using the equity method and the related share of profit and other comprehensive income is based solely on the report of other auditors. As of December 31, 2014, the investment in GES amounted to $1,524,378 thousand, representing 4.53% of the total assets; for the year ended December 31, 2014, the share of profit was $52,087 thousand, and the share of total comprehensive income was $77,905 thousand, representing 23.83% and 23.46%, respectively, of the income before income tax and total comprehensive income.

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 and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position

of Neo Solar Power Corp. as of December 31, 2014 and 2013, and its financial performance and its cash flows for the years ended December 31, 2014 and 2013, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

The accompanying schedules of major accounting items of Neo Solar Power Corp. as of and for the year ended December 31, 2014 are presented for the purpose of additional analysis. Such schedules have been subjected to the auditing procedures described in the second paragraph. In our opinion, such schedules are consistent, in all material respects, with the financial statements referred to in the first paragraph.

March 17, 2015

NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 32) Financial assets at fair value through profit or loss current (Notes 4, 7, and 32) Notes and accounts receivable, net (Notes 4, 5, 10 and 32) Accounts receivable - related parties (Notes 4, 5, 10, 32 and 33) Other receivables (Notes 4, 10 and 32) Other receivables - related parties (Notes 4, 10, 32 and 33) Current tax assets (Notes 4, 5 and 25) Inventories (Notes 4, 5 and 11) Prepayments (Notes 4, 5, 16 and 35) Noncurrent assets held for sale (Notes 4 and 12) Other current assets (Notes 16, 32 and 34) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4, 8 and 32) Financial assets carried at cost - noncurrent (Notes 4, 9 and 32) Investment accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 5, 14, 33 and 34) Intangible assets (Notes 4, 5 and 15) Deferred tax assets (Notes 4 , 5 and 25) Prepayments - noncurrent (Notes 4, 5, 16 and 35) Refundable deposits (Notes 4, 30 and 32) Other noncurrent assets (Notes 4, 16 and 34) Total noncurrent assets TOTAL		2014 Amount % $ 6,871,967 21 414 - 4,281,698 13 118,943 - 38,964 - 52,597 - 4,913 - 1,447,941 4 879,051 3 23,440 - 114,132 - 13,834,060 41 85,400 - 23,849 - 5,393,695 16 11,889,872 35 512,440 2 22,137 - 1,142,555 4 37,937 - 730,981 2 19,838,866 59 $ 33,672,926 100		2013 Amount % LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES $ 5,501,857 18 Short-term bank loans (Notes 17, 32 and 34) Financial liabilities at fair value through profit or loss - current - - (Notes 4, 7 and 32) 3,616,000 12 Notes and accounts payable (Note 32) 262,233 1 Accounts payable - related parties (Notes 32 and 33) 60,404 - Bonuses payable to employees and directors (Note 22) 96,971 - Payables to contractors and equipment suppliers (Notes 32 and 33) 18,334 - Accrued expenses (Notes 4, 19, 32 and 33) 1,103,497 3 Receipts in advance (Note 33) 210,698 1 Current portion of long-term bank loans (Notes 17, 32 and 34) - - Other current liabilities (Notes 4 and 19) 340,741 1 Total current liabilities 11,210,735 36 NONCURRENT LIABILITIES Bonds payable (Notes 4, 18, 32 and 34) 110,600 - Long-term bank loans (Notes 17, 32 and 34) 23,849 - Provisions - noncurrent (Notes 4 and 20) 4,762,519 15 Deferred tax liabilities (Notes 4, 5 and 25) 12,845,477 41 Guarantee deposits (Notes 32 and 33) 540,065 2 Credit balance of investment accounted for using the equity method 47,692 - (Notes 4 and 13) 1,760,400 6 51,483 - Total noncurrent liabilities 36,322 - Total liabilities 20,178,407 64 EQUITY (Notes 4, 22, 27, 28 and 29) Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity $ 31,389,142 100 TOTAL		2014 Amount % $ 1,996,680 6 16,773 - 1,406,627 4 14,901 - 39,217 - 576,470 2 1,217,347 4 90,097 - 1,771,505 5 9,084 - 7,138,701 21 3,596,810 11 1,412,000 4 202,475 1 22,137 - 35 - 44,335 - 5,277,792 16 12,416,493 37 8,562,770 26 12,197,491 36 47,566 - 18,928 - 391,744 1 37,934 - 21,256,433 63 $ 33,672,926 100		2013
								Amount % $ 1,998,961 6 - - 1,688,806 5 445,823 2 79,095 - 919,489 3 1,275,992 4 58,851 - 1,465,428 5 8,667 - 7,941,112 25 549,004 2 3,797,659 12 154,916 1 47,692 - 35 - 41,707 - 4,591,013 15 12,532,125 40 7,770,292 25 10,697,569 34 - - - - 475,664 1 (86,508 ) - 18,857,017 60 $ 31,389,142 100

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

(With Deloitte & Touche auditors’ report dated March 17, 2015)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 23, 33 and 35) COST OF SALES (Notes 4, 5, 11, 24, 33 and 35) GROSS PROFIT UNREALIZED GAIN FROM SALES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 24 and 33) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 5, 7, 14 and 24) INCOME FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Others (Notes 4, 24 and 33) Foreign exchange gain, net (Notes 4 and 24) Interest income (Notes 4 and 24) Gains on disposal of investment (Notes 4 and 27) Dividends income (Note 4) Profit (loss) on financial instruments at fair value through profit or loss (Notes 4 and 7) Share of profit (loss) of subsidiaries (Notes 4 and 13) Finance costs (Note 24) Other gains and losses (Note 4) Total nonoperating income and expenses INCOME BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4, 5 and 25) NET INCOME FOR THE YEAR		2014 Amount % $24,920,006 100 23,616,038 95 1,303,968 5 (1,928 ) - 1,302,040 5 332,331 1 456,340 2 404,041 2 1,192,712 5 83,359 1 192,687 1 151,282 1 142,540 - 19,234 - - - - - (29,042) - (87,785) - (170,225) (1) (131 ) - 25,873 - 218,560 1 2 - 218,562 1		2013
				Amount % $19,277,796 100 18,155,175 94 1,122,621 6 (302 ) - 1,122,319 6 228,085 1 408,961 2 294,772 2 931,818 5 (139,480 ) (1 ) 51,021 - 40,464 - 52,612 1 18,248 - 266,584 2 3,600 - (1,292) - 222,701 1 (159,514) (1) 1,855 - 445,258 3 496,279 3 6,201 - 502,480 3 (Continued)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Note 22) Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of other comprehensive income (loss) of subsidiaries Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME OR LOSS FOR THE YEAR EARNINGS PER SHARE (Note 26) Basic earnings per share Diluted earnings per share		2014 Amount % $ 199,416 1 (25,200) - (45,427) (1) (15,257 ) - 113,532 - $ 332,094 1 $ 0.28 $ 0.27		2013
				Amount % $ 11,543 - (19,107) - 30,908 - (17,620 ) - 5,724 - $ 508,204 3 $ 0.86 $ 0.85

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

(With Deloitte & Touche auditors’ report dated March 17, 2015) (Concluded)

NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Common S			Capital Surplus			Retained Earnings		Other Equity
	Share Premium $ 8,814,277 3,146 2,138,922 1,807,000 1,663,320 - (4,173,633 ) - - - - 64,417 - - - - 10,317,449 - - - 1,072,500 - - - - - - 14,838 - - - $ 11,404,787	Conversion of Bonds $ 1,663,320 - - - (1,663,320 ) - - - - 278,146 - - - - - - 278,146 - - - - - - - 229,700 - - - - - - $ 507,846	Difference between Consideration and Carrying Amounts Adjusted Arising from Changes in Percentage of Conversion Ownership in Option of Bonds Subsidiaries $ - $ 40,360 - - - - - - - - 41,427 - - - - - - - (17,925 ) - - - - - - (40,360 ) - - - - - - 23,502 - - - - - - - - - 147,536 - - - - - (14,611 ) - - - - 13,416 - - - - - - - - $ 156,427 $ 13,416	Employee Share Options $ - - 2,438 - - - - - - - - 584 - - - - 3,022 - - - - - - - - - - - - - - $ 3,022
					Legal Reserve $ - - - - - - - - - - - - - - - - - 47,566 - - - - - - - - - - - - - $ 47,566	Special Reserve $ - - - - - - - - - - - - - - - - - - 18,928 - - - - - - - - - - - - $ 18,928	Foreign Currency Translation Reserve $ (415 ) - - - - - - - - - - - - - 42,451 42,451 42,036 - - - - - - - - - - - - 153,989 153,989 $ 196,025	Unrealized (Loss) Gain on Available-for-sale Financial Assets $ (24,237 ) - - - - - - - - - - - - (36,727 ) (36,727 ) (60,964 ) - - - - - - - - - - - - (40,457 ) (40,457 ) $ (101,421 )
Shares (Thousand) 460,677 460 168,508 130,000 - - - (1,282 ) 3,531 15,135 - - - - - - 777,029 - - - 65,000 - (191 ) 2,000 12,439 - - - - - - 856,277

The accompanying notes are an integral part of the financial statements

(With Deloitte & Touche auditors’ report dated March 17, 2015).

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation
Amortization
Net loss on financial assets and liabilities at fair value through profit
or loss
Gain on disposal of investment
Provision (reversal of provision) for doubtful accounts
Allowance (reversal of allowance) for loss on inventories
Share of loss (profit) of subsidiaries
Loss on financial assets
Unrealized gain from sales
Reclassified from property, plant and equipment to expense
Impairment loss on property, plant and equipment
Reversal of impairment profit on property, plant and equipment
Gain on disposal of noncurrent assets held for sale
Impairment loss on prepayments
Compensation cost of restricted shares for employees
Compensation cost of employee share options
Interest income
Dividend income
Finance costs
Net gain on foreign exchange, net
Changes in operating assets and liabilities:
Notes and accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments (including noncurrent)
Other current assets
Notes and accounts payable
Accounts payable - related parties
Bonuses payable to employees and directors
Accrued expenses
Receipts in advance
Other current liabilities
Provisions
Income taxes refunded (paid)

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets designated as at fair value through profit
or loss upon initial recognition
Acquisition of financial assets carried at cost
Net cash outflow from acquisition of subsidiaries (Note 13)
Proceeds on sale of noncurrent assets held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment

2014
2013
$ 218,560
$ 496,279
1,651,769
1,511,621
27,625
38,675
16,359
290
-
(266,584)
345
(10,713)
36,914
(181,617)
87,785
(222,701)
-
88,950
1,928
302
22,379
-
23,273
50,530
(32,699)
-
(73,933)
-
-
191,982
65,556
52,470
14,838
65,001
(19,234)
(18,248)
-
(3,600)
170,225
159,514
(60,906)
(689)
(439,830)
(993,060)
151,943
225,545
21,422
109,230
48,063
(96,971)
(381,358)
(228,562)
(105,276)
509,446
(5,275)
24,770
(349,755)
650,787
(438,571)
(832,114)
(39,878)
76,168
(26,621)
(666,686)
31,246
27,856
417
(615)
47,559
18,938

13,423

(3,834
)

678,293

772,360
-
(88,950)
-
(1,259)
(18,000)
-
410,000
-
(1,398,144)
(903,826)
20,347
46,198
(Continued)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Net cash inflows from business combination Increase in restricted deposit Increase in pledged time deposit Interest received Dividends received from subsidiaries Other dividends received Increase in refundable deposits Decrease in refundable deposits Increase in other noncurrent assets Decrease in other noncurrent assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from issuance of bonds Repayments of long-term bank loans Dividends paid to owners of the Corporation Proceeds from issuance of common shares Acquisition of subsidiaries Proceeds from exercise of employee share options Interest paid Net cash (used in) generated from financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2014 $ - (269,248) (194,298) 19,245 2,839 - (103) 13,649 (7,486) 23,312 (1,397,887 ) 14,749,640 (14,855,886) 3,496,104 (2,110,759) (236,003) 1,722,500 (550,872) - (130,946 ) 2,083,778 5,926 1,370,110 5,501,857 $ 6,871,967	2013 $ 983,084 (300,000) (2,008) 18,237 280 3,600 (36,157) 1,834 (11,050) 37,797 (252,220 ) 17,352,563 (19,699,739) 998,830 (1,475,705) - 3,107,000 (672,203) 7,746 (154,598 ) (536,106 ) (28,054 ) (44,020) 5,545,877 $ 5,501,857

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

(With Deloitte & Touche auditors’ report dated March 17, 2015)

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Neo Solar Power Corp.

We have audited the accompanying consolidated balance sheets of Neo Solar Power Corp. (NSP) and its subsidiaries (collectively referred to as the “Corporation”) as of December 31, 2014 and 2013 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of NSP’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. As disclosed in Note 4 to the consolidated financial statements, the financial statements of certain subsidiaries as of and for the year ended December 31, 2014 were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts of such subsidiaries, is based solely on the report of other auditors. As of December 31, 2014, combined total assets of these subsidiaries was $4,557,536 thousand, representing 12.21% of the consolidated total assets, and combined total liabilities of these subsidiaries was $2,581,275 thousand, representing 16.55% of the consolidated total liabilities; for the year ended December 31, 2014, combined comprehensive income of these subsidiaries was $122,808 thousand, representing 33.57%, of the consolidated total comprehensive income. Also, as disclosed in Note 14 to the consolidated financial statements, we did not audit the financial statements of certain equity-method investees as of and for the year ended December 31, 2014, which were included in the consolidated financial statements referred to in the first paragraph were audited by other auditors. The financial statements have been furnished to us, and our opinion, insofar as it relates to the amounts of investment accounted for using the equity method and share of profit and other comprehensive income for equity-method investees, is based solely on the report of other auditors. As of December 31, 2014, investment accounted for using the equity method was $71,360 thousand, representing 0.19% of the consolidated total assets; for the year ended December 31, 2014, the share of loss and share of total comprehensive loss of equity-method investees were both $42,694 thousand, representing 19.23% and 11.67%, respectively, of the consolidated income before income tax and consolidated total comprehensive income.

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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Neo Solar Power Corp. and its subsidiaries as of December 31, 2014 and 2013, and their consolidated financial performance and cash flows for the years ended December 31, 2014 and 2013, in conformity 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 by the Financial Supervisory Commission of the Republic of China.

We have also audited the separate financial statements of the parent company, Neo Solar Power Corp., as of and for the years ended December 31, 2014 and 2013 on which we have issued an unqualified opinion with an explanatory paragraph and unqualified report, respectively.

March 17, 2015

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 ,6, 30, 31 and 35) Financial assets at fair value through profit or loss - current (Notes 4, 5, 7 and 35) Notes and accounts receivable, net (Notes 4, 5, 10 and 35) Accounts receivable - related parties (Notes 4, 5, 10, 35 and 36) Finance lease receivables (Notes 4, 5, 11, 15, 35 and 37) Other receivables (Notes 4, 10, 15 and 35) Other receivables - related parties (Notes 4, 10, 35 and 36) Current tax assets (Notes 4, 5 and 27) Inventories (Notes 4, 5 and 12) Prepayments (Notes 4, 5, 17, 18, 36 and 38) Noncurrent assets held for sale (Notes 4, 13 and 15) Other current assets (Notes 18, 35, 36 and 37) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4, 8 and 35) Financial assets carried at cost - noncurrent (Notes 4, 9 and 35) Investment accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4, 5, 13, 15, 16, 36 and 37) Intangible assets (Notes 4, 5, 16 and 30) Deferred tax assets (Notes 4, 5 and 27) Finance lease receivables - noncurrent (Notes 4, 5, 11, 15, 35 and 37) Prepayments - noncurrent (Notes 16, 17, 18 and 38) Refundable deposits (Notes 4, 33 and 35) Prepayments for lease (Notes 4 and 17) Other noncurrent assets (Notes 4, 18 and 37) Total noncurrent assets TOTAL		2014 Amount % $ 8,721,777 23 1,514 - 4,982,697 13 193,495 1 59,368 - 76,766 - 652,560 2 17,108 - 2,043,721 6 719,244 2 34,189 - 1,461,213 4 18,963,652 51 159,578 - 66,983 - 71,360 - 14,193,490 38 534,271 2 38,816 - 1,113,661 3 1,175,748 3 247,167 1 24,736 - 735,093 2 18,360,903 49 $ 37,324,555 100		2013 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 6,372,612 18 Short-term bank loans (Notes 19, 35 and 37) Financial liabilities at fair value through profit or loss - current 22 - (Notes 4, 7 and 35) 4,078,295 12 Notes and accounts payable (Note 35) 264,427 1 Accounts payable - related parties (Notes 35 and 36) 56,335 - Bonuses payable to employees and directors (Note 24) 61,957 - Payables to contractors and equipment suppliers (Notes 16, 35 and 36) - - Accrued expenses (Notes 4, 21, 24, 35 and 36) 24,420 - Current tax liabilities (Notes 4, 5 and 27) 1,520,630 4 Receipts in advance (Note 36) 264,611 1 Current portion of long-term bank loans (Notes 19, 35 and 37) - - Other current liabilities (Notes 4 and 21) 1,593,722 5 Total current liabilities 14,237,031 41 NONCURRENT LIABILITIES Bonds payable (Notes 4, 20, 35 and 37) 222,750 1 Long-term bank loans (Notes 19, 35 and 37) 24,448 - Provisions - noncurrent (Notes 4 and 22) - - Deferred tax liabilities (Notes 4, 5 and 27) 15,606,909 46 Preference share liabilities - noncurrent (Notes 19, 35 and 37) 557,739 2 Guarantee deposits (Note 36) 49,936 - Credit balance of investment accounted for using the equity method 1,652,582 5 (Notes 4 and 14) 1,804,767 5 Other noncurrent liabilities (Note 21) 63,365 - 31,027 - Total noncurrent liabilities 61,447 - Total liabilities 20,074,970 59 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 24, 29 and 32) Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to shareholders of the parent NONCONTROLLING INTERESTS (Notes 4 and 32) Total equity $ 34,312,001 100 TOTAL		2014 Amount % $ 3,039,296 8 16,812 - 1,548,785 4 84,920 - 39,716 - 667,156 2 1,427,360 4 888 - 255,678 1 1,868,726 5 32,598 - 8,981,935 24 3,596,810 10 1,943,953 5 225,308 1 100,778 - 470,000 1 1,360 - 15,324 - 265,316 1 6,618,849 18 15,600,784 42 8,562,770 23 12,197,491 33 47,566 - 18,928 - 391,744 1 37,934 - 21,256,433 57 467,338 1 21,723,771 58 $ 37,324,555 100		2013
								Amount % $ 2,732,789 8 700 - 2,366,092 7 8,785 - 79,095 - 988,011 3 1,524,785 5 10,201 - 61,916 - 1,757,933 5 11,991 - 9,542,298 28 549,004 2 4,708,754 14 159,098 - 140,988 - - - 1,118 - - - - - 5,558,962 16 15,101,260 44 7,770,292 23 10,697,569 31 - - - - 475,664 1 (86,508 ) - 18,857,017 55 353,724 1 19,210,741 56 $ 34,312,001 100

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

(With Deloitte & Touche auditors’ report dated March 17, 2015)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 25, 30, 36 and 38) COST OF SALES (Notes 4, 5, 12, 26, 36 and 38) GROSS PROFIT REALIZED GAIN FROM SALES (Note 31) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 26 and 36) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 5, 7, 13, 15 and 26) INCOME FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Others (Notes 4, 26 and 36) Foreign exchange gain, net (Notes 4 and 26) Interest income (Notes 4 and 26) Dividend income (Note 4) (Loss) gains on disposal of investments (Notes 4, 30 and 31) Profit or loss on financial instruments at fair value through profit or loss (Notes 4 and 7) Share of loss of associates (Notes 4 and 14) Finance costs (Notes 20 and 26) Other gains and losses Total nonoperating income and expenses INCOME BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4, 5 and 27) NET INCOME FOR THE YEAR		2014 Amount % $27,580,249 100 26,000,535 94 1,579,714 6 207,582 1 1,787,296 7 519,499 2 605,993 2 451,574 2 1,577,066 6 37,294 - 247,524 1 154,143 1 151,656 - 21,052 - - - (14,072) - (28,360) - (42,694) - (245,238) (1) (22,022 ) - (25,535 ) - 221,989 1 22,400 - 244,389 1		2013
				Amount % $20,084,253 100 18,374,388 91 1,709,865 9 - - 1,709,865 9 342,464 2 506,014 2 407,519 2 1,255,997 6 (139,511 ) (1 ) 314,357 2 41,912 - 37,869 - 19,229 - 7,200 - 266,584 2 8,354 - (1,582) - (189,174) (1) (5,330 ) - 185,062 1 499,419 3 16,026 - 515,445 3 (Continued)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME OR LOSS (Note 26) Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME OR LOSS FOR THE YEAR NET INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests EARNINGS PER SHARE (Note 28) Basic earnings per share Diluted earnings per share		Years Ended	December 31	December 31
		2014 Amount % $ 161,903 - (40,457 ) - 121,446 - $ 365,835 1 $ 218,562 1 25,827 - $ 244,389 1 $ 332,094 1 33,741 - $ 365,835 1 $ 0.28 $ 0.27		2013
				Amount % $ 42,451 - (36,727 ) - 5,724 - $ 521,169 3 $ 502,480 3 12,965 - $ 515,445 3 $ 508,204 3 12,965 - $ 521,169 3 $ 0.86 $ 0.85

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

(With Deloitte & Touche auditors’ report dated March 17, 2015)

(Concluded)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

					Equity Attributable	to Sharehold	ers of the Parent
Common S	hares ommon Shares $ 4,606,774 4,600 1,685,075 1,300,000 - - - (12,819 ) 35,305 151,357 - - - - - - 7,770,292 - - - 650,000 - (1,912 ) 20,000 124,390 - - - - - - - $ 8,562,770				Capital Surplus	Restricted Shares of Employees $ 17,856 - 28,332 - - - - (16,458 ) 45,720 - - - - - - - 75,450 - - - - - (2,857 ) 39,400 - - - - - - - - $ 111,993	Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ - $ - $ (4,199,553 ) - - - - - - - - - - - - - - - - - 4,173,633 - - - - - - - - - - - - - - - - - (896 ) - - 502,480 - - - - - 502,480 - - 475,664 47,566 - (47,566 ) - 18,928 (18,928 ) - - (236,003 ) - - - - - - - - - - - - - - - - - 15 - - - - - - - - - - - 218,562 - - - - - 218,562 $ 47,566 $ 18,928 $ 391,744	Other Equity	Unearned Employees Benefits $ (36,152 ) - (32,150 ) - - - - 29,277 (81,025 ) - 52,470 - - - - - (67,580 ) - - - - - 4,769 (59,400 ) - 65,541 - - - - - - $ (56,670 )
		S	hare Premium $ 8,814,277 3,146 2,138,922 1,807,000 1,663,320 - (4,173,633 ) - - - - 64,417 - - - - 10,317,449 - - - 1,072,500 - - - - - - - 14,838 - - - $ 11,404,787	Conversion of Bonds $ 1,663,320 - - - (1,663,320 ) - - - - 278,146 - - - - - - 278,146 - - - - - - - 229,700 - - - - - - - $ 507,846	Difference between Consideration and Carrying Amounts Adjusted for Changes in Percentage of Conversion Ownership in Employee Share Option of Bonds Subsidiaries Options $ - $ 40,360 $ - - - - - - 2,438 - - - - - - 41,427 - - - - - - - - - - - (17,925 ) - - - - - - - 584 - (40,360 ) - - - - - - - - - - 23,502 - 3,022 - - - - - - - - - - - - 147,536 - - - - - - - - (14,611 ) - - - - - - 13,416 - - - - - - - - - - - - - - - - $ 156,427 $ 13,416 $ 3,022
								Foreign Unrealized Currency (Loss) Gain on Translation Available-for-sal e Reserve Financial Assets $ (415 ) $ (24,237 ) - - - - - - - - - - - - - - - - - - - - - - - - - 42,451 (36,727 ) 42,451 (36,727 ) 42,036 (60,964 ) - - - - - - - - - - - - - - - - - - - - - - - - - - 153,989 (40,457 ) 153,989 (40,457 ) $ 196,025 $ (101,421 )
Shares (Thousand) C 460,677 460 168,508 130,000 - - - (1,282 ) 3,531 15,135 - - - - - - 777,029 - - - 65,000 - (191 ) 2,000 12,439 - - - - - - - 856,277

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

(With Deloitte & Touche auditors’ report dated March 17, 2015).

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Net loss on financial assets and liabilities at fair value through profit or loss Loss (gain) on disposal of investment Reversal of provision for doubtful accounts Allowance (reversal of allowance) for loss on inventories Share of loss of associates Loss on financial assets Impairment loss on investment accounted for using the equity method Realized gain from associates Reclassified from property, plant and equipment to expense Impairment loss on property, plant and equipment Reversal of impairment loss on property, plant and equipment Gain on disposal of noncurrent assets held for sale Impairment loss on prepayments Loss on disposal of property, plant and equipment Compensation cost of restricted shares for employees Compensation cost of employee share options Interest income Dividend income Finance costs Net (gain) loss on foreign exchange, net Changes in operating assets and liabilities: Held for trading financial assets Notes and accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments (including noncurrent) Other current assets Notes and accounts payable Accounts payable - related parties Bonuses payable to employees and directors Accrued expenses Deferred revenue Receipts in advance Other current liabilities Provisions Income taxes paid Net cash generated from operating activities	2014 $ 221,989 2,010,938 47,688 14,620 14,072 (52) 40,698 42,694 - - (207,582) 22,470 69,338 (32,699) (73,933) - - 65,556 14,838 (115,444) - 245,238 (10,100) - (685,135) 130,346 (274,915) (679,975) (564,812) 115,492 (31,291) (888,913) 308,519 (39,379) (40,688) 285,704 193,821 219 62,402 (8,696 ) 253,028	2013 $ 499,419 1,732,639 62,891 539 (266,584) (11,388) (189,805) 1,582 88,950 2,044 - - 50,530 - - 191,982 31 52,470 65,001 (60,034) (7,200) 189,174 29,550 238 (1,345,318) 230,863 20,324 - (261,438) 429,191 (207,393) 496,682 (27,191) 76,168 (626,318) - 35,413 (8,716) 21,291 (3,361 ) 1,262,226

(Continued)

44 -

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets designated as at fair value through profit or loss upon initial recognition Proceeds from sale of available-for-sale financial assets Acquisition of financial assets carried at cost Acquisition of investment accounted for using the equity method Acquisition of property, plant and equipment Net cash outflow on acquisition of subsidiaries Net cash inflow on disposal of subsidiaries Proceeds from sale of noncurrent asset held for sale Acquisition of intangible assets Net cash inflows from business combination Increase in restricted deposit Increase in pledged time deposits Decrease in finance lease receivables Interest received Dividends received Increase in refundable deposits Decrease in refundable deposits Increase in other noncurrent assets Decrease in other noncurrent assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from issuance of bonds Proceeds from long-term bank loans Repayments of long-term bank loans Issuance of preference share liabilities Increase in guarantee deposits Dividends paid to owners of the Corporation Proceeds from issuance of common shares Proceeds from the exercise of employee share options Interest paid Increase in noncontrolling interests Net cash generated from financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2014 $ - 12,695 (42,500) (104,024) (2,123,341) (11,995) 451,742 410,000 (77) - (291,186) (194,298) 75,046 115,446 - (229,182) 13,649 (10,841) 41,280 (1,887,586 ) 15,688,300 (15,492,318) 3,496,104 560,605 (2,142,579) 470,000 49 (236,003) 1,722,500 - (204,992) 105,624 3,967,290 16,433 2,349,165 6,372,612 $ 8,721,777	2013 $ (88,950) - (1,858) - (2,751,230) - - - - 1,301,754 (368,359) (2,008) 7,318 60,023 7,200 (42,131) 10,969 (47,260) 57,627 (1,856,905 ) 18,081,051 (20,022,106) 998,830 607,639 (1,554,684) - 8 - 3,107,000 7,746 (175,519) 126,155 1,176,120 (28,352 ) 553,089 5,819,523 $ 6,372,612

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 17, 2015)(Concluded)

45 -

`【` Attaehment VIII `】`

NEO SOLAR POWER CORPORATION

Profit Appropriation Statement for Year 2014

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
	Total	Grand Total
Undistributed Earnings of previous year	173,181,916
Add:After-tax earning in 2014(Note 1)	218,561,442
Current period undistributed earnings		391,743,358
Appropriated Item:
Legal reserve (10%)	(21,856,144)
Reversal of special reserve in 2013	18,927,633
Earnings available for distribution by the end of 2014		388,814,847
Distribution Item:
Shareholders bonuses`－`cash `（`NT$0.2per share`）`	(171,270,696)
Undistributed earningsat the end of this year		217,544,151

Note1 ： The after-tax earning in 2014 had been subtracted employee bonuses of NT$32,342,982 and directors’ compensation of NT$4,312,398.

and directors’ compensation of NT$4,312,398.
Note2`：`Reversal of special reserve in 2013`：` Unrealized loss onfinancial instruments Cumulative translation adjustment (according to Jin-Guan-Zheng-Fa no. 1010012865 dated April 6, 2012) Total	(60,964,520) 42,036,887
	(18,927,633)

46 -

【 Attachment IX 】

NEO SOLAR POWER CORPORATION Candidate List for Independent Directors

Full Name	Relevant Professional and Academic Background
C.H. Chen	Academic Background l 1968 B.Sc. in Electronics Engineering from National Chiao Tung University l 1970 M.Sc. in Computer Science from National Chiao Tung University Current Professional Activities l 2011 till present President, ASML Taiwan Professional Background l 1997 President, ASML Taiwan l 1995 Philips Taiwan V.P. Philips Taiwan and GM of Technology Development Center l 1993 GM, Philips Business Unit Computer Monitor l 1990 GM, New Business Development Center, Philips Taiwan l 1989 Project manager, Philips Albuquerque, NM,USA, Philips Semiconductor l 1988 Project Manager, Mega Project at Philips Nat Lab, Netherlands Philips Semiconductor l 1984 GM, Philips Component, Kaohsiung, Taiwan l 1978 Plant Manager, IC Division ,Philips Component l 1972 Department Head, Equipment Engineering, Philips Component

Full Name

Relevant Professional
and Academic Background

C.H. Chen

Academic Background
l
1968 B.Sc. in Electronics Engineering from National Chiao Tung
University
l
1970 M.Sc. in Computer Science from National Chiao Tung
University
Current Professional Activities
l
2011 till present President, ASML Taiwan
Professional Background
l
1997 President, ASML Taiwan
l
1995 Philips Taiwan
V.P. Philips Taiwan and GM of Technology Development
Center
l
1993 GM, Philips Business Unit Computer Monitor
l
1990 GM, New Business Development Center, Philips Taiwan
l
1989 Project manager, Philips Albuquerque, NM,USA, Philips
Semiconductor
l
1988 Project Manager, Mega Project at Philips Nat Lab, Netherlands
Philips Semiconductor
l
1984 GM, Philips Component, Kaohsiung, Taiwan
l
1978 Plant Manager, IC Division ,Philips Component
l
1972 Department Head, Equipment Engineering, Philips Component

47 -

APPENDIX

48 -

【 APPENDIX I 】

Articles of Incorporation of

Neo Solar Power Corporation

Chapter I. General Provisions

Article 1

This Corporation, organized under the Company Act of the Republic of China, shall be named: Neo Solar Power Corporation (the “Corporation”).

Article 2

The scope of business of the Corporation shall be: 1. CC01080 Electronic Parts and Components Manufacturing

CC01090 Batteries Manufacturing
C C01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
F119010 Wholesale of Electronic Materials (Operation is restricted to be made outside Hsinchu Science Park)
F219010 Retail Sale of Electronic Materials(Operation is restricted to be made outside Hsinchu Science Park)
F401010 International Trade To research, develop, design, manufacture and sell following products: (1) Solar batteries and related systems.
(2) Solar power generation modules and wafers.
(3) Also engage in imports and exports in relation to the products of the Corporation.

Article 3

The Corporation may make investment in other company to meet business demand. The Corporation may, upon the resolution adopted by the board of directors, also act as a shareholder with limited liability of another company, and its investment may exceed 40% of the paid-in capital of the Corporation, notwithstanding Article 13 of the Company Act.

Article 4

The Corporation may, upon the resolution adopted by the board of directors, provide guarantee or endorsement to other company to meet business or investment demand.

Article 5

The Corporation shall have its head office in Hsinchu Science Park. When deemed necessary, branches, factories and offices may be set up at appropriate locations within or outside the territories of the Republic of China by resolution of the Board of Directors.

Chapter II. Shares

Article 6

The total capital of the Corporation is authorized at NT$12,000,000,000, which is divided into 1,200,000,000 common shares with a par value of NT$10 per share. Out of the total capital, NT$800,000,000, which are divided into 80,000,000 common shares with a par value of NT$10 per share, are reserved for issuing employee stock options, with the board of directors authorized to handle it in accordance with the Company Acts and relevant laws

49 -

and regulations.

Article 7

The Company’s stock adopts an inscribed manner. And, with signatures or seals by 3 or more directors, after being approved by the Competent Authorities or an issue registration institution ratified by the Competent Authorities under law, the stock can then be issued. Shares issued by the Company are free of printing share, but they should be registered at a Central Securities Depository (CSD).

Article 8

The share certificates of the Corporation shall bear the shareholders' names. If the shareholder is an individual shareholder, his/her name and resident address shall be stated in the roster of shareholders. If the shareholder is a corporate shareholder, the name of its representative and his/her resident address shall be stated in the roster of shareholders. If the share certificate is owned by two shareholders or more, a representative shall be elected among them.

Article 9

Regarding registration of share transfer, no change of account name and ownership transfer is allowed within 60 days before a shareholders’ meeting is held, within 30 days before an extraordinary shareholders’ meeting is held, or within 5 days before the base day when Company decides to distribute dividends and bonus or other benefits.

The Company’s shareholders proceed with share related affairs, including share transfer, loss, inheritance, grant, and loss, change of chop or address change under the Company Law, “Criteria Governing Handling of Stock Affairs by Public Stock Companies”, and other related law and regulation.

Chapter III. Shareholders’ Meetings

Article 10

Shareholders’ meetings of the Corporation are of two kinds, namely, general meetings and special meetings.

General meetings shall be called by the Board of Directors, within six months after the end of each fiscal year. Special meetings may be called by the Board of Directors in accordance with law, if necessary.

Article 11

30-day prior written notice shall be sent to all shareholders at their latest places of residence as registered with the Corporation for the convocation of a general meeting; 15-day written prior notice shall be sent to all shareholders at their latest places of residence as registered with the Corporation for the convocation of a special meeting. All notices shall state the purpose for the convocation of the meeting.

After the Corporation publicly issues share certificates, notice of convocation of meeting by publication may be made to the shareholder holding less than 1,000 registered shares.

Article 12

The quorum for all shareholders’ meetings shall be the presence of shareholders representing more than one half of the total issued and outstanding shares; unless otherwise provided in the Company Act. All resolutions shall be passed by the concurrence of shareholders representing a majority of votes of the shareholders present,

50 -

unless otherwise provided in the Company Act.

Article 13

If a shareholder is unable to attend a shareholders’ meeting in person, such shareholder may authorize a proxy to attend the meeting, and exercise all rights of such shareholder, by the power of attorney printed by the Corporation specifying the scope of authorization to represent him/her at the meeting, in accordance with Article 177 of the Company Act.

Article 14

The shareholders of the Corporation shall be entitled to one vote for each share, but a shareholder have no voting power, if such shareholder is subject to the circumstance as specified in Article 179 of the Company Act.

Article 15

When a Shareholders’ meeting is called by the Board of Directors, the Chairman of the Board shall serve as chairman of the meeting. In case the Chairman of the Board is unable to exercise his functions because of leave of absence, the Vice Chairman of the Board of Directors, shall preside in lieu of him; or if the Vice Chairman of the Board of Directors is unable to exercise his functions because of leave of absence, the Chairman of the Board shall designate one of the Directors to preside in lieu of him, otherwise the Directors shall elect one from among themselves to preside in lieu of the Chairman.

Article 16

Shareholders meeting’s resolutions shall be made into minutes, which, after being signed or sealed by the Chairman, are distributed to all shareholders within 20 days after the meeting. Distribution of the above-said minutes shall proceed pursuant to the Company Law. The minutes, along with the signature book of attending shareholders and power of attorney for attendance forms, shall be kept in the Company.

Chapter IV. Directors

Article 17

The Corporation shall have 9 Directors, all to be elected at a shareholders' meeting from the persons with disposing capacity. The tenure of office of Directors will be 3 years and they will be eligible for re-election. The independent directors shall not be less than three in number and shall not be less than one-fifth of the total number of directors. The directors (, which includes independent directors,) are elected according by Article 192-1 of the Company Law shareholders from the list of candidates who are nominated. All relevant matters are followed by the Company Law and Securities and Exchange Act. For regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors, it shall be handled in accordance with the related provisions of the competent authority.

Article 17-1

The Corporation may secure liability insurance against any claims against directors in their performance of the business of the Corporation, to protect the rights and interest of all directors and minimize the risk of the Corporation’s business operation.

Article 18

The Directors are members of the Board and shall elect from among themselves a Chairman of the Board with concurrence of a majority of Directors present at a Board

51 -

meeting attended by at least two-thirds of the Directors. The Vice Chairman shall also be elected in the same manner. For the aggregate shareholding ratio of all shareholders after the Corporation publicly issued its share certificates, it shall be handled in accordance with the related provisions of the competent authority.

Article 19

The Chairman shall externally represent the Corporation and shall internally preside at the shareholders’ meetings and the Board of Directors’ meeting.

Article 20

The Chairman of the Board shall serve as the chairman of the Board of Directors’ meeting. In case the Chairman of the Board cannot exercise his functions for some reasons, the Vice Chairman of the Board shall preside in lieu of him; or the Vice Chairman of the Board is unable to exercise his functions for some reasons, the Chairman of the Board shall designate one of the Directors to preside in lieu of him, otherwise the Directors shall elect one from among themselves to preside in lieu of the Chairman.

Article 21

The Board of Directors’ meeting shall be called by the Chairman of the Board; provided that the initial meeting of each term of the Board of Directors shall be called by the director who receives the number of ballots representing the greatest number of votes. The notice for the Board of Directors’ Meeting shall state the date, place and agenda of the meeting, and shall be sent by letter, e-mail or fax to each Director 7 days prior to the meeting; provided, however, that in case of emergency, the meeting may be called by the Board of Directors at any time by email or telephone. If Director can attend the meeting in person, it shall be deemed as a waiver of notice.

Article 22

The Board of Directors is authorized to determine the remuneration of the Directors, with reference to the standards of the same industry in Taiwan.

For payment of remuneration of the Directors in their participation in performance of business or their holding concurrent positions of the Corporation, the Shareholders’ meeting authorize the Chairman of the Board to handle it in accordance with the Rules for Internal Administration of the Corporation.

Article 23

The Board of Directors adopts resolutions in the Board of Directors’ Meeting to perform its functions. At least one Board of Directors’ meeting shall be held each quarter.

Article 24

The functions and powers of the Board of Directors are as follows:

(1)To formulate important rules and regulations;
(2)To decide the business policies and plans for the Corporation;
(3)To approve budget and closing of books;
(4)To appoint and discharge managerial officers;
(5)To recommend distribution of profits or covering of losses;
(6)To formulate and approve the purchase and disposition of important assets and immovable;
(7)To provide, in the name of the Corporation, guarantee, endorsement, acceptance of bills, and undertaking to other party; to formulate rules for advancing money to, lending money to, and borrowing money from other person.
52 -

The Board of Directors may set up all kinds of functional committees. These functional committees shall formulate the rules for their own functions and powers. Implementation shall be made of these rules after the Board of Directors approves them.

Article 25

A Director may by written authorization appoint another Director to attend a Board meeting on his behalf and to vote for him on all matters presented at such meeting. No Director may act as a proxy for more than one other Director.

Article 26

Resolution matters of the Board of Directors shall be made into minutes, which, after being signed or sealed by the Chairman or chair of the Board of Directors, are distributed to all directors. The minutes, along with the signature book of attending directors and power of attorney for attendance forms, shall be kept in the Company.

Article 27

The Corporation establishes an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee is composed of 3 independent directors, one of them is convener, and at least one of them shall have accounting or financial expertise. A resolution of the audit committee shall have the concurrence of one-half or more of all members. The audit committee established by the Corporation in accordance with law is responsible for exercising the functions and powers of supervisor prescribed in the Company Act, Securities and Exchange Act, other laws and regulations, the Articles of Incorporation of the Corporation, and all Rules. The provisions of Article 25 of these Articles of Incorporation hereto with regard to attendance by proxy at meeting shall apply mutatis mutandis to the attendance of independent directors at audit committee.

Article 28

The supervisor system will be revoked at the establishment date of audit committee. The term of incumbent supervisor ends at the establishment date of audit committee of the Corporation.

Article 29

The Board of Directors may appoint several secretaries and assistants to handle and keep the minutes of Board of Directors’ meeting and Shareholders’ meeting, and the important documents and contracts for the Corporation.

Chapter V Managerial Officers

Article 30

The Corporation may have managerial officers. Their appointment and dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Article 31

The Corporation may have one Chief Operating Officer, who shall take charge of all daily affairs of the Corporation, supervise, execute and manage the business of the Corporation in compliance with the instruction of the Chairman of the Board.

53 -

Chapter VII. Accounting

Article 32

At the end of each fiscal year, the Board of Directors shall prepare the following statements and forward them on to the audit committee for examination; the audit committee shall examine them and submit an audit report to the General Shareholders’ Meeting for ratification:

(1) Business report. (2) Financial statements. (3) Proposal concerning appropriation of net profits or covering of losses.

Article 33

In addition to paying tax and offsetting losses for the previous year, the Company shall appropriate 10% from its post-final accounting profit every year as legal reserve. Then, it shall appropriate or reverse a special reserve under law or regulations of the Competent Authorities, and, from the balance, an employee bonus shall be appropriated at not less than 3%, director compensation at not higher than 2%. Regarding the balance, plus the retained earnings-unappropriated from the previous year, the Board of Directors shall submit a shareholders bonus distribution proposal to shareholders’ meeting, and it is distributed after a resolution.

Employee bonuses are distributed to the Company’s employees who qualify for certain conditions. Related conditions and measures are decided by the Board of Directors or by a person(s) authorized by it.

Chapter VIII. Supplement Provisions

Article 34

After the Company’s shares go public, if the Company’s shares are to be cancelled of going public, the Board of Directors shall be requested for a special resolution. And this article shall not be changed during emerging stock period and listed period.

Article 35

Any matters not provided for in these Articles of Incorporation shall be governed by the Company Act and related laws and regulations.

Article 36

These Articles of Incorporation are adopted on August 12, 2005. The 1st amendment is made on September 12, 2005. The 2nd amendment is made on November 3, 2005. The 3rd amendment is made on November 21, 2005. The 4th amendment is made on December 30, 2005. The 5th amendment is made on May 17, 2006. The 6th amendment is made on July 28, 2006. The 7th amendment is made on August 28, 2006. The 8th amendment is made on May 17, 2007. The 9th amendment is made on December 26, 2007. The 10th amendment (Part I) is made on May 30, 2008. The 10th amendment (Part II, 1[st] revision) is made on May 30, 2008. The 10th amendment (Part II, 2[nd] revision) is made on May 30, 2008. The 11th amendment is made on June 30, 2008.

54 -

The 12th amendment is made on June 19, 2009. The 13th amendment is made on June 18, 2010. The 14th amendment is made on April 11, 2011 The 15th amendment is made on June 19, 2012 The 16th amendment is made on May 31, 2013 The 17th amendment is made on June 11, 2014

Neo Solar Power Corporation Chairman: Lin Kun-Si

55 -

`【` APPENDIX II `】`

NEO SOLAR POWER CORPORATION

SHAREHOLDINGS OF ALL DIRECTORS

1.Total shares issued as of the annual teneral shareholder’s book closeing date on 4/19/2015: 856,276,980 common shares.
2.In accordance with Article 26 of the Securities and Exchange Act, as of the annual teneral shareholder’s book closeing date of this annual general shareholder’s meeting on 4/19/2015, the directors had the following shareholdings as recorded of the shareholders register :
(1) As of 4/19/2015, minimum shares of shareholdings of all directors:

Title Director	Minimum shares	Recorded of the shareholders register
	27,400,863 shares	172,127,627 shares

(2) As of 4/19/2015, shares list of shareholdings of directors:

Title	Name	Current Shareholding (Shares)
Chairman	Kun-Si Lin	2,253,081
Director	Delta Electronics, Inc. representative`：`Lanford Liu	161,590,296
Director	Delta Electronics, Inc. representative`：`Albert Chang
Director	CDIB Venture Capital Corp. representative`：`Hsueh-Lee Lee	2,621,996
Director	Taiwan United Venture Capital Corp representative: Yea-Yih Huang	4,593,286
Director	Sam Chum-Sam Hong	1,068,968
Independent Director	Simon Lin	0
Independent Director	Shyur-Jen Chien	0
Total		172,127,627

3.The Company has established the audit committee. Therefore, supervisors’ shareholding requirements are not applicable.
56 -

`【` APPENDIX III `】`

Directors’ Compensation and Employees’ Profit Sharing

The Board adopted a proposal for 2014 compensation to Directors and employees’ cash profit sharing at its Meeting on March 17, 2015. The proposal will be effected upon the approval of shareholders at the Annual Shareholders’ Meeting on June 17, 2015.

Employees’ cash profit sharing: NT$32,342,982.
Directors’ compensation: NT$4,312,398.
The amounts of the aforementioned items, which were expensed in 2014, do not differ from the amounts proposed by the Board.

`【` APPENDIX IV `】`

The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate No Stock distribution is proposed at this year, its NA.

57 -

AI assistant

URE — AGM Information 2015

52346_rns_2015-08-20_c9834a6a-5fc4-4ceb-b682-ccb55927c8f1.pdf

Neo Solar Power Corporation.

2015 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

TABLE OF CONTENTS

NEO SOLAR POWER CORPORATION

2015 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

NEO SOLAR POWER CORPORATION

2015 ANNUAL SHAREHOLDERS’ MEETING AGENDA

IV. Matters for Ratification

V. Matters for Discussion & Election

VI.Other Business and Special Motion

VII.Meeting Adjourned

Report Items

Matters for Ratification

Matters for Discussion & Election

Explanatory Notes:

Other Business and Special Motion

Meeting Adjourned

ATTACHMENT

【 Attachment I 】

NEO SOLAR POWER CORPORATION

BUSINESS REPORT

【 Attachment II 】

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

【 Attachment III 】

NEO SOLAR POWER CORPORATION

【 Attachment IV 】

NEO SOLAR POWER CORPORATION

The execution on improvement plan

【 Attachment V 】

NEO SOLAR POWER CORPORATION

Ethical Corporate Management Best Practice Principles

【 Attachment VI 】

NEO SOLAR POWER CORPORATION

Corporate Social Responsibility Best Practice Principles

Chapter I General Principles

Chapter II Exercising Corporate Governance

Chapter III Fostering a Sustainable Environment

Chapter IV Preserving Public Welfare

Chapter V Enhancing Disclosure of Corporate Social Responsibility Information

Chapter VI Supplementary Provisions

【 Attachment VII 】

INDEPENDENT AUDITORS’ REPORT

NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

【 Attaehment VIII 】

NEO SOLAR POWER CORPORATION

Profit Appropriation Statement for Year 2014

NEO SOLAR POWER CORPORATION Candidate List for Independent Directors

APPENDIX

Articles of Incorporation of

Neo Solar Power Corporation

Chapter I. General Provisions

URE AGM Information 2015

`【` Attachment I `】`

`【` Attachment II `】`

`【` Attachment III `】`

`【` Attachment IV `】`

`【` Attachment V `】`

`【` Attachment VI `】`

`【` Attachment VII `】`

`【` Attaehment VIII `】`

`【` APPENDIX II `】`

`【` APPENDIX III `】`

`【` APPENDIX IV `】`