Stock code ： 3576

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Neo Solar Power Corporation.

2016 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

Meeting Time: June 16, 2016

I.MEETING PROCEDURE .............................................................................................. 2 II.MEETING AGENDA ..................................................................................................... 3 III. MATTERS FOR DISCUSSION I ................................................................................. 4 IV.REPORT ITEMS ........................................................................................................... 4 V. MATTERS FOR RATIFICATION .................................................................................. 4 VI. MATTERS FOR DISCUSSION II & ELECTION ........................................................ 5 VII.OTHER BUSINESS AND SPECIAL MOTION ........................................................... 9 VIII.MEETING ADJOURNED .......................................................................................... 9 ANNEX I.AMENDMENT TO THE ARTICLES OF INCORPORATION ........................................ 10 II.BUSINESS REPORT ...................................................................................................... 12 III.AUDIT COMMITTEE’S REVIEW REPORT ............................................................... 15 IV. INDEPENDENT AUDITORS’ REPORT AND 2014 FINANCIAL STATEMENTS .... 16 V.ADOPTION OF THE PROPOSAL FOR DEFICIT COMPENSATION ........................... 30 VI.CANDIDATE LIST FOR DIRECTORS ........................................................................ 31 APPENDIX I.ARTICLES OF INCORPORATION ................................................................................ 33 II.SHAREHOLDINGS OF ALL DIRECTORS ................................................................... 40

NEO SOLAR POWER CORPORATION

2016 ANNUAL SHAREHOLDERS’ MEETING

PROCEDURE

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

NEO SOLAR POWER CORPORATION 2016 ANNUAL SHAREHOLDERS’ MEETING AGENDA

Time: 9:00 a.m., June 16, 2016

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

ZyXEL Lecture Hall of National Chiao Tung University

I.Call Meeting to Order

II.Chairman’s Address

III. Matters for Discussion I :

To amend “Articles of Incorporation”

IV.Report Items:

To report the business of 2015.
Audit Committee’s review report of 2015.

V. Matters for Ratification

To accept 2015 Business Report and Financial Statements.
To accept the appropriation of retained earnings for 2015 losses.

VI. Matters for Discussion II& 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.
To approve the private placement of common shares
Election for directors (including election for independent directors).
4.To remove restrictions on the prohibition of business for new elected directors (including independent directors) .

VII.Other Business and Special Motion

VIII.Meeting Adjourned

Matters for Discussion I

1.To amend “Articles of Incorporation”

Explanatory Notes: In order to meet the actual operational needs, a part of the “Articles of Association” needs to be amended. Please refer to ANNEX 1.

Resolution:

Report Items

To report the business of 2015.

Explanatory Notes: Please refer to ANNEX 2.

Audit Committee’s review report.

Explanatory Notes: Please refer to ANNEX 3.

Matters for Ratification

1.To accept 2015 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanatory Notes:
(1)NSP’s 2015 Financial Statements were audited by independent auditors, Mr. Huang, Shu-Chieh and Mr. Lin, Cheng-Chih, of Deloitte & Touche.
(2)2015 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as ANNEX 2 & 4.
(3) Please accept the aforementioned Business Report and Financial Statements.

Resolution:

To accept the appropriation of retained earnings for 2015 losses. (Proposed by the Board of Directors).

Explanatory Notes:

(1)Our losses after tax for 2015 are NT$ (same hereinafter) 1,455,640,427. plus the accumulated undistributed earnings from the previous year $217,544,151, losses to be offset are $1,238,096,276. We plan to offset the losses with legal of reserve $69,422,571 and capital reserve of $1,168,673,705. After this, losses to be offset are $0.
(2) For the loss offsetting list, please refer to ANNEX 5.

Resolution:

Matters for Discussion II & 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 15.02% 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:

The Company plans to issue common shares in private. (Proposed by the Board of Directors) Explanatory Notes
I. In order to expand operational scale, increase operation fund, or meet the Company’s need for funds for its future development to maintain the Company’s continuing business development and increase its competitiveness, the Company plans to proceed with a private placement by no more than 180,000,000 common shares, at NT$10 per share face value.
II. In accordance with Provision 6, Article 43 in the Securities and Exchange Law, the private placement is described as follows:
- (I) Base and reason for price setting:
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1. Price for the private placement must not be set lower than 70% of either of the following two bases, whichever is higher, on the price fixing day on the price fixing base authorized to the Board of Directors by a resolution from shareholders meeting.

   - (1) the simple arithmetical average closing price of the common shares of the Company for either 1, 3 or 5 consecutive business days before pricing date, after adjustment for any gratuitous distribution of stock dividends, cash dividends or capital reduction.

   - (2) the simple arithmetical average closing price of the common shares of the Company for the 30 consecutive business days before pricing date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

2. In respect of actual issue price for this private placement of the Company’s common shares, at no lower than the percentage resolved by shareholders’ meeting, the Board of Directors is authorized to determine it to consult particular persons and according to the market’s situation in the future, provided it will not be lower than the stock’s face value. The aforementioned private placement price is determined in accordance with relevant regulations for listed firms for private placement of securities. Therefore, the basis for pricing of private placement for the Company’s common shares is quite reasonable.
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- (II) Selection of specific persons:
  - Pursuant to the specific persons specified in Article 43-6 in the Securities and Exchange Law, as well as Letter No.0990046878 dated 1 Sept. 2010 from the Financial Supervisory Commission, Executive Yuan. As the Company has not yet decided any specific fund-raisers, it is proposed that the Board of Directors authorizes the Chairman to place one who can yield direct or indirect benefits in the future as the top consideration and selects from specific persons who meet regulations of the Competent Auhotirties.
- (III) Essential reasons for the private placement:
  1. Reasons for not adopting public issue: As currently the fund-raising market’s condition is not easy to grasp, and in order to ensure the efficiency and feasibility of raising a fund and effectively lower its cost, the Company desires to increase its cash capital by private placement of its common shares. In addition, by authorizing the Board of Directors to undertake a private placement depending on the market’s condition and as the Company actually needs, mobility and efficiency of the Company’s fund-raising will be increased.
  2. Privately-placed amount: not more than 180,000,000 common shares of the Company; In respect of total amount for the private placement in accordance with the actual situation, the Board of Directors is authorized to decide it.
  3. Purposes for the privately-placed fund: to expand the operational scale, increase the operational fund, or meet the needs for the Company’s future development.

Expected benefits: In addition to expanding the Company’s operational scale in the future, effectively decreasing fund costs, and ensuring fund-raising efficiency, this plan expects to increase the Company’s competitiveness, raise its operational efficiency and benefit shareholders’ equities positively.
III. All the rights and obligations for the privately placed common shares are the same as those for the issued common shares of the Company. However, according to the Securities Exchange Act, except for being transferred to a transferee meeting the requirement under Article 43-8 of the Securities Exchange Act, the privately placed common shares cannot be sold within three years after their delivery. After three years from the delivery of privately placed common shares, according to related regulations, the Company shall apply with the competent authorities for public issuance.
IV. The privately placed common shares will be issued in two times within one year of the resolution of the Company's Shareholders’ Meeting. It is proposed that the Shareholders’ Meeting authorizes the Board of Directors with full power and authority to handle related matters. If it is impossible to complete the private placement within the one year deadline subsequently, the Board of Directors will be convened before the deadline for discussing not to continue the private placement and publish the information compared to a major message on the Market Observation Post System (MOPS).
V. If corrections to issue conditions, plan items, fund utilizing progress, expected potential benefits, as well as matters not specified, or corrections required due to change in law or regulation or opinions of the Competent Authorities and based on operational assessment or objective environment, It is proposed that the Shareholders’ Meeting authorizes the Board of Directors with full power and authority to handle related matters.
VI. For the sake of proceeding with the private placement of common shares, It is proposed that the Board of Directors authorizes the Chairman or the Chairman may authorize a company manager designated by him/her to sign and deliberate all contracts and documents related to this private placement and sign all affairs related to this private placement on behalf of the Company.

Resolution:

Election for directors (including election for independent directors) .(Proposed by the Board of Directors)

Explanatory Notes:

The tenure of all the Company’s directors shall expire on May 30, 2016. Thus, in order to avoid the unnecessary complications of holding an extraordinary shareholders’ meeting, the Board of Directors resolved to propose the termination of the tenure and propose the election of the new directors.
The tenure of newly elected directors shall commence from June 16, 2016 and expire on June 15, 2019.
The Company’s directors, in accordance with Article 17 of the Articles of Incorporation and the relevant election mechanisms, are to be elected under the “candidate nomination system”, thus, current candidates nominated following the 20[th] Board of Directors meeting approval. Candidate list included in ANNEX 6

Resolution:

To remove restrictions on the prohibition of business for new elected directors (including independent directors). (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

【 ANNEX 1 】

Neo Solar Power Corporation Amendment to the Articles of Incorporation

Item		Contents after amendment
No. 6		The Company’s registered capital reachesNT$ 18 billion consisting of 1.8 billion shares with each share holding a value of NT$ 10. Previous capital reached NT$ 0.8 billion consisting of 800 million shares with each share holding a value of NT$ 10. Further issuance of employee options by the Company shall comply with the Companies Act and other relevant regulations.
No. 33		If the Companyhas surplus earnings (before tax) after the settlement that year, the company shall, after remuneration for employees and Board Directors has been set aside and its accumulated losses have been covered, for the remaining amount, at least set aside 3% for the remuneration of employees, but set aside no more than 2% for the remuneration of Directors.The actual set aside amount for the aforementioned remuneration should be resolved by a majority vote at the Board Meeting attended by two-thirds of the total number of Directors. Employees to whomremuneration will be distributed may cover the employees of affiliated companies who satisfy specific conditions. The Board of Directors or the person designated by the Board of Directors is authorized to set forth the related conditions and rules. The remuneration for employees will be in the manner of stock or cash, which should be resolved by a majority vote at the Board Meeting, attended by two-thirds of the total number of Directors and shall be reported to the Shareholders’Meeting.
No. 33-1		If the Company has surplus earnings after settlement of each fiscal year, the company shall, after all taxes have been paid and its accumulated losses have been covered, first set aside 10% of such earnings as a legally required reserve and then set a certain amount by law as special reserve at the time of earnings distribution. If earnings still left after the arrangements above, the remaining earnings plus the previous accumulated retained earnings will be sent for discussion by the Board and approved by the Shareholders’Meeting as profit distribution to shareholders. In principle, the profit to shareholders may be distributed by way of stock dividends and/or cash dividends, provided however, the ratio for cash dividends shall not less than 10% of total distribution.

Item		Contents after amendment
No.36		These Articles of Incorporation were established on August 12, 2005. First amendment performed on September 12, 2005. Second amendment performed on November 3, 2005. …………. eighteenth amendment performed on June 16st, 2016

【 ANNEX 2 】

NEO SOLAR POWER CORPORATION

BUSINESS REPORT

For both the entire solar energy industry and Neo Solar Power, 2015 represented a good ending after a hard beginning in year 2014. The US Department of Commerce filed litigation toward Taiwan and China’s Anti-Dumping (“AD”) as well as Countervailing-Duty (“CVD”) issue in the mid-2014 which led to a fluctuating solar market and the impact continued to the first-half of 2015 which resulted in decrease of ASP (“Average Selling Price) for solar products. However, global demand for solar industry has been gradually recovered in the second-half year 2015, and has entered into a virtuous cycle. Under the continuous promotion from governments worldwide and support from emerging markets, the global demand for solar market in 2015 reached 57GW, which is representing more than 16% YoY growth as compared with 49GW in year 2014. (According to Solarbuzz’s research)

Thanks to the valuable support from our shareholders and the continuous efforts from our human capital, Neo Solar Power was capable of keeping its steady pace and improving its relationship with clients, enhances the product mix and enlarges solar module business. We also maintained the sound financial structure and market share. Therefore, even under the continuous negative impact in the first-half of 2015, Neo Solar Power still delivered annual shipments for over 2GW.

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. Neo Solar Power continuously devotes to R&D and develops high efficiency products. After the release of “Black 20” in 2013, NSP achieved efficiency milestone with its new high-efficiency cell product, “Black 21”, with highest conversion efficiency of 21.1%. The newly developed six-inch Mono PERC “Black 21” cell offers light induced degradation (LID) lower than that of normal p-mono cells and low potential induced degradation (PID). We not only use conventional cost-competitive equipment to manufacture high-efficiency cells, but also continue to devote to next-generation R&D which again our leadership of technology and quality in solar industry.

In 2015, Neo Solar Power won Taiwan Excellent PV Award again from Taiwan’s Bureau of Energy for its high-efficiency cell product and module product. It is worth mentioning that Neo Solar Power is the only one solar company which won this award in both solar cell and module sectors and also the only company that wins this award for three consecutive years.

In addition, Neo Solar Power received the 24th Taiwan Excellence, also known as “2016

Taiwan Excellence” for its module product. NSP is also the only solar company among Taiwan peers that wins this Taiwan Excellence Award. This showed that the quality and standard of our cell & module products have met worldwide PV industry’s requirement, giving recognition to the outstanding performance of NSP module in solar electrical energy generation.

Neo Solar Power continuously expands solar system investment. In year 2015, we acquired a solar system project development team in United States and formed a solar system development company named “Clean Focus Renewables”. Leveraging the abundant experiences of project development, financing, construction, and operation of this US team member, we expects to expand our future annual solar system construction goal to 100~200MW. In the meantime, our subsidiary, General Energy Solutions Inc. (“GES”), has partnered with one European integrated solar energy developer to further extending its global business territory such as Western Europe, Africa, Central-South America, Middle-East, and South-Eastern Asia. Among them, 400MW will start construction immediately in the coming 10~12 months. GES’ business is expected to have a quantum leap in 2016.

Moreover, Neo Solar Power was the Bronze Award winner for 2015 Taiwan Corporate Sustainability Report recognized by Taiwan Institute for Sustainable Energy. This is not only the recognition for our contribution towards society and environments, but also helps to enhance corporate’s tangible as well as intangible value.

Our 2015 financial results and 2016 business plans are described as follows:

1. 2015 Business Operations Report

In 2015, Neo Solar Power’s consolidated Net Sales reached NT$ 22.21 billion. However, suffering by continued impact of AD and CVD issues since the mid-2014 to mid-2015, our consolidated Realized Gross Profit was NT$ 625 million with Gross Margin of 2.81%. Due to recognizing China and South East Asia capacity relocation expenses and other allowances, our Operating Expense Ratio was up to 8.57% resulting in Loss from Operations of NT$1.30 billion. Net Loss was recorded as NT$1.54 billion. We have abundant cash due to the secured new NT$3.3 billion Syndicated Loan last year. Our Debt to Assets ratio was also relatively low at 48% with Net Cash, representing a solid financial structure.

2. 2016 Business Operations Plan:

A.Capacity Expansion Plan

Neo Solar Power current total cell capacity is 2.2GW and will expand into 2.5GW in year 2016. The module capacity will continue to be expanded from current 480MW to 800MW~1GW to maintain our cost competitiveness.

B.R&D development

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 technologies to increase our patent portfolio and therefore we could build up more entry barriers to maintain our mid to long-term competitive advantages. C.Financials

We will continuously maintain a solid financial structure to react to market fluctuations and ensure stable growth and development of Neo Solar Power. D.Sales and Marketing Strategy

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 recognition from solar system clients and the banking industry.

E.Solar System Projects Business

NSP Group will continue to replicate the successful business model to construct solar system projects by 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 Central-South America and the Middle East in year 2016 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 2016, 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. Various research institutions still forecast a two-digit increase of global installations this year and we expect the increasing demand from some emerging markets, such as India market will have the potential to grow into 5~6GW. With the constantly reduced solar system’s installation cost, Grid Parity has been reached in many markets without government subsidies. 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. 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.

【 ANNEX 3 】

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2015 Business Report, Financial Statements, and loss offsetting list. 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 loss offsetting list 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 15, 2016

【 ANNEX 4 】

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, 2015 and 2014, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. 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 years ended December 31, 2015 and 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 (loss) profit and other comprehensive (loss) income is based solely on the report of other auditors. As of December 31, 2015 and 2014, the investment in GES amounted to $1,823,867 thousand and $1,524,378 thousand, respectively, representing 5.40% and 4.53%, respectively, of the total assets; for the years ended December 31, 2015 and 2014, the share of (loss) profit was $(211,014) thousand and $52,087 thousand, respectively, representing 14.50% and 23.83%, respectively, of the (loss) income before income tax and the share of total comprehensive (loss) income was $(158,658) thousand and $77,905 thousand, respectively, representing 11.48% and 23.46%, respectively, of the total comprehensive (loss) 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, 2015 and 2014, and its financial performance and its cash flows for the years ended December 31, 2015 and 2014, 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, 2015 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 24, 2016

NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(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) Installment accounts receivable (Notes 4, 5, 10, 12 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, 33 and 35) Noncurrent assets held for sale (Notes 4, 12 and 14) Other current assets (Notes 16, 32 and 34) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4, 5, 8 and 32) Financial assets carried at cost - noncurrent (Notes 4, 9 and 32) Investment accounted for using the equity method (Notes 4, 13 and 28) 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, 33 and 35) Refundable deposits (Notes 4, 30, 32, 33 and 34) Long-term installment accounts receivable (Notes 4, 5, 10, 12 and 32) Other noncurrent assets (Notes 4, 16 and 34) Total noncurrent assets TOTAL		2015 Amount % $ 6,456,593 19 29 - 3,841,552 12 18,717 - 600,891 2 66,579 - 99,366 - 5,948 - 1,789,211 5 518,149 2 - - 21,471 - 13,418,506 40 59,400 - 23,849 - 5,742,094 17 10,588,629 31 512,440 2 5,714 - 1,442,641 4 39,938 - 338,686 1 1,601,959 5 20,355,350 60 $ 33,773,856 100		2014 Amount % LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES $ 6,871,967 21 Short-term bank loans (Notes 17, 32 and 34) Financial liabilities at fair value through profit or loss - current 414 - (Notes 4, 7 and 32) 4,281,698 13 Notes and accounts payable (Note 32) - - Accounts payable - related parties (Notes 32 and 33) 118,943 - Bonuses payable to employees and directors (Note 24) 38,964 - Payables to contractors and equipment suppliers (Notes 32 and 33) 52,597 - Accrued expenses (Notes 4, 19, 32 and 33) 4,913 - Receipts in advance (Note 33) 1,447,941 4 Current portion of long-term bank loans and bonds payables (Notes 4, 879,051 3 17, 18, 32 and 34) 23,440 - Other current liabilities (Notes 4 and 19) 114,132 - Total current liabilities 13,834,060 41 NONCURRENT LIABILITIES Bonds payable (Notes 4, 18, 32 and 34) Long-term bank loans (Notes 17, 32 and 34) 85,400 - Provisions - noncurrent (Notes 4 and 20) 23,849 - Deferred tax liabilities (Notes 4, 5 and 25) 5,393,695 16 Guarantee deposits (Notes 32 and 33) 11,889,872 35 Credit balance of investment accounted for using the equity method 512,440 2 (Notes 4 and 13) 22,137 - 1,142,555 4 Total noncurrent liabilities 37,937 - - - Total liabilities 730,981 2 EQUITY (Notes 4, 22, 27, 28 and 29) 19,838,866 59 Common shares Capital surplus Retained earnings Legal reserve Special reserve (Accumulated deficit) unappropriated earnings Other equity Total equity $ 33,672,926 100 TOTAL		2015 Amount % $ 3,804,273 11 993 - 1,795,822 5 35,491 - 2,649 - 593,553 2 1,157,796 4 114,334 1 1,749,477 5 7,192 - 9,261,580 28 3,461,799 10 984,000 3 258,283 1 5,714 - 35 - 46,151 - 4,755,982 14 14,017,562 42 8,581,617 25 12,211,474 36 69,422 - - - (1,238,096) (3) 131,877 - 19,756,294 58 $ 33,773,856 100		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

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

(With Deloitte & Touche auditors’ report dated March 24, 2016)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (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 REALIZED (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, 12, 14, 24 and 33) (LOSS) INCOME FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Foreign exchange gain, net (Notes 4 and 24) Gain (loss) on financial instruments at fair value through profit or loss (Notes 4 and 7) Interest income (Notes 4 and 24) Others (Notes 4, 24 and 33) Dividends income (Note 4) Other gains and losses (Note 4) Impairment loss on financial assets (Notes 4 and 8) Finance costs (Note 24) Share of loss of subsidiaries (Notes 4 and 13) Total nonoperating income and expenses (LOSS) INCOME BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT (Notes 4, 5 and 25) NET (LOSS) INCOME FOR THE YEAR		2015 Amount % $ 19,468,555 100 18,987,897 98 480,658 2 187 - 480,845 2 321,415 2 463,450 2 290,397 1 1,075,262 5 (6,449 ) - (600,866 ) (3 ) 69,880 1 32,972 - 27,960 - 14,619 - 2,000 - 801 - (41,893) - (180,867) (1) (780,242 ) (4 ) (854,770 ) (4 ) (1,455,636) (7) (5 ) - (1,455,641 ) (7 )		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 1 142,540 - (29,042) - 19,234 - 151,282 1 - - (131) - - - (170,225) (1) (87,785 ) - 25,873 - 218,560 1 2 - 218,562 1 (Continued)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22 and 24) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of other comprehensive income (loss) of subsidiaries Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Total other comprehensive income TOTAL COMPREHENSIVE INCOME OR LOSS FOR THE YEAR (LOSS) EARNINGS PER SHARE (Note 26) Basic (loss) earnings per share Diluted (loss) earnings per share		2015 Amount % $ 143,020 1 15,893 - (99,436) (1) 14,454 - 73,931 - $ (1,381,710 ) (7 ) $ (1.71) $ (1.71)		2014
				Amount % $ 199,416 - (25,200) - (45,427) - (15,257 ) - 113,532 - $ 332,094 1 $ 0.28 $ 0.27

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

(With Deloitte & Touche auditors’ report dated March 24, 2016) (Concluded)

NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2014 Appropriation of 2013 earnings Legal reserve Special reserve Cash dividends distributed by the Corporation Issuance of common shares for cash Equity component of convertible bonds issued Cancellation of restricted shares for employees Issuance of restricted shares for employees Conversion of convertible bonds Compensation cost of restricted shares for employees Additional acquisition of partially owned subsidiaries at a percentage different from its earlier ownership percentage Compensation cost of employee share options Net income for the year ended December 31, 2014 Other comprehensive income or loss for the year ended December 31, 2014, net of income tax Total comprehensive income or loss for the year ended December 31, 2014 BALANCE AT DECEMBER 31, 2014 Issuance of shares upon exercise of employee share options Appropriation of 2014 earnings Legal reserve Reversal of special reserve Cash dividends distributed by the Corporation Cancellation of restricted shares for employees Issuance of restricted shares for employees Compensation cost of restricted shares for employees Additional acquisition of partially owned subsidiaries at a percentage different from its earlier ownership percentage Net loss for the year ended December 31, 2015 Other comprehensive income or loss for the year ended December 31, 2015, net of income tax Total comprehensive income or loss for the year ended December 31, 2015 BALANCE AT DECEMBER 31, 2015	Common Shares Shares (Thousand) Common Shares 777,029 $ 7,770,292 - - - - - - 65,000 650,000 - - (191) (1,912) 2,000 20,000 12,439 124,390 - - - - - - - - - - - - 856,277 8,562,770 275 2,750 - - - - - - (391) (3,903) 2,000 20,000 - - - - - - - - - - 858,161 $ 8,581,617	Capital Surplus Difference between Consideration and Carrying Amounts Adjusted Arising from Changes in Percentage of Conversion of Conversion Ownership in Employee Share Restricted Shares Share Premium Bonds Option of Bonds Subsidiaries Options for Employees $ 10,317,449 $ 278,146 $ 23,502 $ - $ 3,022 $ 75,450 - - - - - - - - - - - - - - - - - - 1,072,500 - - - - - - - 147,536 - - - - - - - - (2,857) - - - - - 39,400 - 229,700 (14,611) - - - - - - - - - - - - 13,416 - - 14,838 - - - - - - - - - - - - - - - - - - - - - - - 11,404,787 507,846 156,427 13,416 3,022 111,993 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (6,532) - - - - - 20,200 - - - - - - - - - 315 - - - - - - - - - - - - - - - - - - - - $ 11,404,787 $ 507,846 $ 156,427 $ 13,731 $ 3,022 $ 125,661	Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ - $ - $ 475,664 47,566 - (47,566) - 18,928 (18,928) - - (236,003) - - - - - - - - - - - - - - - - - 15 - - - - - - - - 218,562 - - - - - 218,562 47,566 18,928 391,744 - - - 21,856 - (21,856) - (18,928) 18,928 - - (171,271) - - - - - - - - - - - - - - (1,455,641) - - - - - (1,455,641) $ 69,422 $ - $ (1,238,096)	Other Equity Unrealized (Loss) Foreign Currency Gain on Unearned Translation Available-for-sale Employees Reserve Financial Assets Benefits Total Equity $ 42,036 $ (60,964) $ (67,580) $ 18,857,017 - - - - - - - - - - - (236,003) - - - 1,722,500 - - - 147,536 - - 4,769 - - - (59,400) - - - - 339,479 - - 65,541 65,556 - - - 13,416 - - - 14,838 - - - 218,562 153,989 (40,457) - 113,532 153,989 (40,457) - 332,094 196,025 (101,421) (56,670) 21,256,433 - - - 2,750 - - - - - - - - - - - (171,271) - - 10,435 - - - (40,200) - - - 49,777 49,777 - - - 315 - - - (1,455,641) 43,584 30,347 - 73,931 43,584 30,347 - (1,381,710) $ 239,609 $ (71,074) $ (36,658) $ 19,756,294

The accompanying notes are an integral part of the financial statements

(With Deloitte & Touche auditors’ report dated March 24, 2016).

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) income before income tax
Adjustments for:
Depreciation
Amortization
Net (gain) loss on financial assets and liabilities at fair value
through profit or loss
Provision for doubtful accounts
(Reversal of allowance) allowance for loss on inventories
Share of loss of subsidiaries
Impairment loss on financial assets
(Realized) unrealized gain from sales
Reclassified from property, plant and equipment to expense
Gain on disposal of property, plant and equipment
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
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 (paid) refunded
Net cash generated from operating activities

2015
2014
$(1,455,636)
$ 218,560
1,727,648
1,651,769
-
27,625
(15,395)
16,359
29,018
345
(24,630)
36,914
780,242
87,785
41,893
-
(187)
1,928
29
22,379
(135)
-
7,385
23,273
-
(32,699)
(801)
(73,933)
40,496
-
49,777
65,556
-
14,838
(27,960)
(19,234)
(2,000)
-
180,867
170,225
(31,872)
(60,906)
550,520
(439,830)
(461,678)
151,943
(27,990)
21,422
(43,841)
48,063
(316,640)
(381,358)
162,193
(105,276)
47,706
(5,275)
329,358
(349,755)
19,273
(438,571)
(36,568)
(39,878)
(50,136)
(26,621)
24,237
31,246
(1,892)
417
55,808
47,559
(1,040
)
13,423
1,548,049
678,293
(Continued)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Increase in prepayments for investments Net cash outflow from acquisition of investment accounted for using the equity method (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 Increase in restricted assets Increase in pledged time deposit Interest received Dividends received from subsidiaries Dividends received from available-for-sale financial assets Financings provided to related parties Repayments by related parties 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 Dividends paid to owners of the Corporation Proceeds from issuance of common shares Proceeds from exercise of employee share options Interest paid Net cash generated from financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2015 $ (2,498) (1,097,304) 20,870 (900,475) - (675,001) (8,083) 28,342 29,019 2,000 (943,200) 978,600 (2,276) 275 (151,764) 10,946 (2,710,549 ) 14,942,211 (13,276,419) - 1,110,000 (1,788,601) (171,271) - 2,750 (109,671 ) 708,999 38,127 (415,374) 6,871,967 $ 6,456,593	2014 $ - (568,872) 410,000 (1,398,144) 20,347 (269,248) (194,298) 19,245 2,839 - - - (103) 13,649 (7,486) 23,312 (1,948,759 ) 14,749,640 (14,855,886) 3,496,104 - (2,110,759) (236,003) 1,722,500 - (130,946 ) 2,634,650 5,926 1,370,110 5,501,857 $ 6,871,967

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 24, 2016)(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, 2015 and 2014 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. 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 15 to the consolidated financial statements, the financial statements of certain subsidiaries as of and for the year ended December 31, 2015 and 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, 2015 and 2014, combined total assets of these subsidiaries were $6,794,911 thousand and $4,557,536 thousand, respectively, representing 17.38% and 12.21%, respectively, of the consolidated total assets, and combined total liabilities of these subsidiaries were $4,405,430 thousand and $2,581,275 thousand, respectively, representing 23.50% and 16.55%, respectively, of the consolidated total liabilities; for the years ended December 31, 2015 and 2014, combined comprehensive (loss) income of these subsidiaries were $(208,540) thousand and $122,808 thousand, respectively, representing 14.40% and 33.57%, respectively, of the consolidated total comprehensive (loss) income. Also, as disclosed in Note 16 to the consolidated financial statements, the financial statements of certain equity-method investees as of and for the years ended December 31, 2015 and 2014, which were included in the consolidated financial statements referred to in the first paragraph were audited by other auditors. The financial statements audited by other auditors have been furnished to us, and our opinion, insofar as it relates to the amounts of investments accounted for using the equity method and share of profit and other comprehensive income of the equity-method investees, is based solely on the report of other auditors. As of December 31, 2015 and 2014, investments accounted for using the equity method were $65,824 thousand and $71,360 thousand, respectively, representing 0.17% and 0.19%, respectively, of the consolidated total assets; for the years ended December 31, 2015 and 2014, the share of loss and share of total comprehensive loss of equity-method investees were $8,064 thousand and $42,694 thousand, respectively.

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, 2015 and 2014, and their consolidated financial performance and cash flows for the years ended December 31, 2015 and 2014, 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, 2015 and 2014 on which we have issued an unqualified opinion with an explanatory paragraph.

March 24, 2016

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 ,6, 32, 33 and 37) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 37) Notes and accounts receivable, net (Notes 4, 5, 11 and 37) Installment accounts receivables (Notes 4, 5, 11 and 37) Accounts receivable - related parties (Notes 4, 5, 11, 37 and 38) Finance lease receivables (Notes 4, 5, 12, 17, 37 and 39) Other receivables (Notes 4, 11 and 37) Other receivables - related parties (Notes 4, 11, 37 and 38) Current tax assets (Notes 4, 5 and 29) Inventories (Notes 4, 5, 13 and 38) Prepayments (Notes 4, 5, 19, 20, 36 and 40) Noncurrent assets held for sale (Notes 4, 14 and 17) Other current assets (Notes 20, 37 and 39) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4, 5, 8 and 37) Financial assets carried at cost - noncurrent (Notes 4, 5, 9 and 37) Debt investment with no active market - noncurrent (Notes 4, 10 and 38) Investment accounted for using the equity method (Notes 4 and 16) Property, plant and equipment (Notes 4, 5, 14, 17, 38 and 39) Intangible assets (Notes 4, 5, 18 and 32) Deferred tax assets (Notes 4, 5 and 29) Long-term installment accounts receivables (Notes 4, 5, 11 and 37) Finance lease receivables - noncurrent (Notes 4, 5, 12, 17, 37 and 39) Prepayments - noncurrent (Notes 17, 19, 20 and 40) Refundable deposits (Notes 4, 35, 37, 38 and 39) Prepayments for lease (Notes 4 and 19) Other noncurrent assets (Notes 4, 20 and 39) Total noncurrent assets TOTAL		2015 Amount % $ 8,498,752 22 29 - 4,605,189 12 18,717 - 340,460 1 90,727 - 67,345 - 476,099 1 9,532 - 4,253,107 11 635,751 1 2,876 - 303,406 1 19,301,990 49 109,873 - 54,611 - 310,103 1 65,824 - 12,924,354 33 620,471 2 18,377 - 338,686 1 1,915,008 5 1,516,406 4 342,150 1 23,587 - 1,560,059 4 19,799,509 51 $ 39,101,499 100		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

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 21, 37 and 39) Short-term bills payable (Notes 21 and 37) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 37) Notes and accounts payable (Note 37) Accounts payable - related parties (Notes 37 and 38) Bonuses payable to employees and directors (Note 28) Payables to contractors and equipment suppliers (Notes 37 and 38) Accrued expenses (Notes 4, 23, 37 and 38) Current tax liabilities (Notes 4, 5 and 29) Receipts in advance (Note 38) Current portion of long-term bank loans and bonds payables (Notes 4, 21, 22, 37 and 39) Other current liabilities (Notes 4 and 23) Total current liabilities NONCURRENT LIABILITIES Bonds payable (Notes 4, 22, 37 and 39) Long-term bank loans (Notes 21, 37 and 39) Provisions - noncurrent (Notes 4 and 24) Deferred tax liabilities (Notes 4, 5 and 29) Preference share liabilities - noncurrent (Notes 21, 37 and 39) Guarantee deposits Credit balance of investment accounted for using the equity method (Notes 4 and 16) Other noncurrent liabilities (Note 23) Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 4, 26, 31 and 34) Common shares Capital surplus Retained earnings Legal reserve Special reserve (Accumulated deficit) unappropriated earnings Other equity Total equity attributable to shareholders of the parent NONCONTROLLING INTERESTS (Notes 4 and 34) Total equity TOTAL		2015 Amount % $ 6,448,680 16 49,912 - 6,102 - 2,005,779 5 557 - 2,649 - 680,695 2 1,441,569 4 640 - 134,319 - 1,796,303 5 56,622 - 12,623,827 32 3,461,799 9 1,588,351 4 291,688 1 64,103 - 470,000 1 339 - - - 245,542 1 6,121,822 16 18,745,649 48 8,581,617 22 12,211,474 31 69,422 - - - (1,238,096 ) (3 ) 131,877 - 19,756,294 50 599,556 2 20,355,850 52 $ 39,101,499 100		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

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

(With Deloitte & Touche auditors’ report dated March 24, 2016)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 27, 32, 38 and 40) COST OF SALES (Notes 4, 5, 13, 28, 38 and 40) GROSS PROFIT REALIZED GAIN FROM SALES (Note 33) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 28 and 38) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 5, 14, 17 and 28) (LOSS) INCOME FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Others (Notes 4, 28 and 38) Foreign exchange gain, net (Notes 4, 28 and 41) Gain (loss) on financial instruments at fair value through profit or loss (Notes 4 and 7) Interest income (Notes 4 and 28) Dividend income (Notes 4 and 38) Gain from bargain purchase (Notes 4 and 32) Loss on disposal of investments Share of loss of associates (Notes 4 and 16) Other gains and losses Impairment loss on financial assets (Notes 4, 5, 8 and 9) Finance costs (Note 28) Total nonoperating income and expenses (LOSS) INCOME BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4, 5 and 29) NET (LOSS) INCOME FOR THE YEAR		2015 Amount % $22,214,496 100 21,631,655 97 582,841 3 42,335 - 625,176 3 893,323 4 665,111 3 346,334 2 1,904,768 9 (20,477 ) - (1,300,069 ) (6 ) 18,046 - 39,831 - 38,652 - 25,595 - 3,680 - 1,082 - (955) - (8,064) - (9,485) - (98,826) - (262,442 ) (1 ) (252,886 ) (1 ) (1,552,955) (7) 14,553 - (1,538,402 ) (7 )		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 - (28,360) - 21,052 - - - - - (14,072) - (42,694) - (22,022) - - - (245,238 ) (1 ) (25,535 ) - 221,989 1 22,400 - 244,389 1 (Continued)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME (Note 28) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Total other comprehensive income (loss) TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR NET (LOSS) INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests (LOSS) EARNINGS PER SHARE (Note 30) Basic earnings per share Diluted earnings per share		2015 Amount % $ 60,217 - 30,347 - 90,564 - $(1,447,838 ) (7 ) $(1,455,641) (7) (82,761 ) - $(1,538,402 ) (7 ) $(1,381,710) (6) (66,128 ) (1 ) $(1,447,838 ) (7 ) $ (1.71) $ (1.71)		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

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

(With Deloitte & Touche auditors’ report dated March 24, 2016) (Concluded)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

				Equity Attributabl	e to Shareholde	rs of the Parent
Common Sh	ares ommon Shares $ 7,770,292 - - - 650,000 - (1,912 ) 20,000 124,390 - - - - - - - 8,562,770 2,750 - - - - (3,903 ) 20,000 - - - - - - $ 8,581,617			Capital Surplus	estricted Shares of Employees $ 75,450 - - - - - (2,857 ) 39,400 - - - - - - - - 111,993 - - - - - (6,532 ) 20,200 - - - - - - $ 125,661	Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ - $ - $ 475,664 47,566 - (47,566 ) - 18,928 (18,928 ) - - (236,003 ) - - - - - - - - - - - - - - - - - 15 - - - - - - - - - - - 218,562 - - - - - 218,562 47,566 18,928 391,744 - - - 21,856 - (21,856 ) - (18,928 ) 18,928 - - (171,271 ) - - - - - - - - - - - - - - - - - - - - (1,455,641 ) - - - - - (1,455,641 ) $ 69,422 $ - $ (1,238,096 )	Other Equity	Unearned Employees Benefits $ (67,580 ) - - - - - 4,769 (59,400 ) - 65,541 - - - - - - (56,670 ) - - - - - 10,435 (40,200 ) 49,777 - - - - - $ (36,658 )
		S	hare Premium $ 10,317,449 - - - 1,072,500 - - - - - - - 14,838 - - - 11,404,787 - - - - - - - - - - - - - $ 11,404,787	Difference between Consideration and Carrying Amounts Adjusted for Changes in Percentage of Conversion of Conversion Ownership in Employee Share R Bonds Option of Bonds Subsidiaries Options $ 278,146 $ 23,502 $ - $ 3,022 - - - - - - - - - - - - - - - - - 147,536 - - - - - - - - - - 229,700 (14,611 ) - - - - - - - - 13,416 - - - - - - - - - - - - - - - - - - - - - 507,846 156,427 13,416 3,022 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 315 - - - - - - - - - - - - - - - - - $ 507,846 $ 156,427 $ 13,731 $ 3,022
							Foreign Unrealized Currency (Loss) Gain on Translation Available-for-sale Reserve Financial Assets $ 42,036 $ (60,964 ) - - - - - - - - - - - - - - - - - - - - - - - - - 153,989 (40,457 ) 153,989 (40,457 ) 196,025 (101,421 ) - - - - - - - - - - - - - - - - - - - - - - 43,584 30,347 43,584 30,347 $ 239,609 $ (71,074 )
Shares (Thousand) C 777,029 - - - 65,000 - (191 ) 2,000 12,439 - - - - - - - 856,277 275 - - - - (391 ) 2,000 - - - - - - 858,161

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

(With Deloitte & Touche auditors’ report dated March 24, 2016).

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) income before income tax

Adjustments for:
Depreciation
Amortization
Net (gain) loss on financial assets and liabilities at fair value through profit or loss
Loss on disposal of investment
Allowance (reversal of allowance) for doubtful accounts
(Reversal of provision) provision for loss on inventories
Share of loss of associates
Impairment loss on financial assets
Realized gain from associates
Reclassified from property, plant and equipment to expense
Gain on disposal of property, plant and equipment
Impairment loss on property, plant and equipment
Gain on reversal of impairment loss on property, plant and equipment
Gain on disposal of noncurrent assets held for sale
Impairment loss on 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
Gain from bargain purchase
Net loss (gain) on foreign exchange
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
Deferred revenue
Receipts in advance
Other current liabilities
Provisions
Income taxes refunded (paid)

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale financial assets
Purchase of debt investment with no active market
Acquisition of financial assets carried at cost
Acquisition of investment accounted for using the equity method
Increase in prepayments for investments
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 property, plant and equipment

Proceeds from disposal of property, plant and equipment

2015
2014
$ (1,552,955)
$ 221,989
2,064,426
2,010,938
3,953
47,688
(9,225)
14,620
955
14,072
311,901
(52)
(35,544)
40,698
8,064
42,694
98,826
-
(42,335)
(207,582)
29
22,470
(15)
-
13,544
69,338
-
(32,699)
(801)
(73,933)
7,749
-
40,496
-
49,777
65,556
-
14,838
(100,230)
(115,444)
(3,680)
-
262,442
245,238
(1,082)
-
20,023
(10,100)
212,001
(685,135)
(134,994)
130,346
7,630
(274,915)
173,897
(679,975)
(1,818,299)
(564,812)
(114,068)
115,492
1,147,156
(31,291)
397,157
(888,913)
(84,370)
308,519
(37,067)
(39,379)
(55,077)
(40,688)
(34,239)
285,704
(121,359)
193,821
24,024
219
66,398
62,402

6,161

(8,696
)

771,269

253,028
2,956
12,695
(310,103)
-
(8,850)
(42,500)
-
(104,024)
(70,022)
-
(308,505)
(11,995)
-
451,742
20,870
410,000
(2,078,842)
(2,123,341)
15
-
(Continued)

28 -

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

Acquisition of intangible assets Increase in restricted assets Increase in pledged time deposits Increase in pledged bank acceptances 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 Increase in short-term bill payable 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 Decrease in guarantee deposits Dividends paid to owners of the parent Dividends paid to noncontrolling interest 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 (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2015 $ (519) (636,861) (8,083) (50,744) 71,761 100,593 3,680 (260,840) 143,345 (96,313) 24,916 (3,461,546 ) 18,596,916 (15,387,775) 49,912 - 1,323,056 (2,002,149) - - (1,015) (171,271) (9,221) - 2,750 (174,580) 191,369 2,417,992 49,260 (223,025) 8,721,777 $ 8,498,752	2014 $ (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

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

(With Deloitte & Touche auditors’ report dated March 24, 2016)(Concluded)

29 -

【 ANNEX 5 】

Neo Solar Power Corporation

Adoption of the Proposal for Deficit Compensation

2015

	Unit: NTD	Unit: NTD
Item	Amount
	Total	Grand Total
Undistributed Earnings	217,544,151
Current period after-tax net loss	(1,455,640,427)
Current year expected loss compensation		(1,238,096,276)
Current year compensation items
Statutory reserve	69,422,571
Additional paid-in capital	1,168,673,70
Amount to be compensated after thisyear		0
Our losses after tax for 2015 are NT$ (same hereinafter) 1,455,640,427. Plus the accumulated undistributed earnings from the previous year $217,544,151, losses to be offset are $1,238,096,276. We plan to offset the losses with legal reserve $69,422,571 and capital reserve $1,168,673,705. After this, losses to be offset are $0.

30 -

`【` ANNEX 6 `】`

NEO SOLAR POWER CORPORATION Candidate List for Directors

Item	Full Name	Academic Background	Professional Background	Current Professional Activities	Shares	Representative
Director	Kun-Si Lin	B.Sc.in electronic engineering ng from National Chiao Tung University MBA from University of Kentucky	Senior Vice President, TSMC	Chairman, Neo Solar Power Corp. Chairman, General Energy Solutions Inc. Chairman, Rafael Microelectronics, Inc. Chairman,V5 Technology Ltd. Independent Director, Powertech Technology Inc. Independent Director, CHROMA ATE INC.	3,134,513	－
Director	Sam Chum Sam Hong	Ph.D. in electrical engineering from National Taing Hua University	Division Director of Photovoltaic Solar Energy Division of the Industry Technology Reserch Institute Vice president and plant director of Sinonar Solar Corp.	Director & CEO,Neo Solar Power Corp. Director, General Energy Solutions Inc. Chairman,NSP System Development Corp.	1,104,695	－
Director	Lanford Liu	MBA degree of University of Southern California	Vice President, Delta Electronics, Inc.	Director,Neo Solar Power Corp. Chairman & CEO,Delta Electronics Capital Company Director, VPT, Inc. Director, Optovue, Inc. Director, WK Fund Director, WK IIII Fund Director,WK V Fund	161,590,296	Delta Electronics, Inc.
Director	Albert Chang	EMBA degree from National Central University	Senior Vice President, Delta Electronics, Inc..	Director, Neo Solar Power Corp. Director, Delta Electronics, Inc.	161,590,296	Delta Electronics, Inc.
Director	Hsueh-Lee Lee	B.Sc.in accounting from Soochow University	Director of reasher Dep., China Development Industrial Bank	Director, Neo Solar Power Corp. Vice president, China Development Industrial Bank	14,012,424	China Development Industrial Bank
Director	Wei Jiun Shen	B.Sc.in Physics from National Taiwan University M.Sc in Electrial engineering from Case Western Reserve University MBA from Santa Clara University	President ,TSMC Eurpoe B.V. Senior director in TSMC	President, Neo Solar Power Corp. Director, General Energy Solutions Inc. Chairman, DelSolar Wu Jiang	757,937	－
Independent Director	Simon Lin	B.Sc. in computing and control from National Chiao Tung University	President ,Acer Computer	Independent Director, Neo Solar Power Corp. Chairman/CEO - Wistron Communications Chairman of Changing Information Technology Inc. Director of Gamania Digital Entertainment Co., Ltd. Independent Director of Taiwan IC Packaging Corp. Chairman of Wiwynn Corp. Independent Director of Elan Microelectronics Corp. Chairman of Wistron Medical Tech Holding Company Chairman of Digital Technology HoldingCompany	0	－
Independent Director	Shyur-Jen Chien	M.Sc. in Chemical Engineering - MIT B.Sc. in Chemical Engineering – Dong Hai Universit	Chairman/President, Vanguard Semiconductor	Independent Director, Neo Solar Power Corp. Independent Director – Ultrachip	0	－
Independent Director	C.H. Chen	B.Sc. in Electronics Engineering from National Chiao Tung University M.Sc. in Computer Science from National Chiao Tung University	President, ASML Taiwan	Independent Director, Neo Solar Power Corp.	0	－

31 -

APPENDIX

32 -

【 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

33 -

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,

34 -

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

35 -

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.
36 -

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.

37 -

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.

38 -

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

39 -

【 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 4/18/2016: 898,590,528 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 4/18/2016, the directors had the following shareholdings as recorded of the shareholders register :
(1) As of 4/18/2016, minimum shares of shareholdings of all directors:

Title	Minimum shares	Recorded of the shareholders register
Director	28,754,896 shares	172,556,786 shares

(2) As of 4/18/2016, shares list of shareholdings of directors:

Title	Name	Current Shareholding (Shares)
Chairman	Kun-Si Lin	3,134,513
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	2,133,996
Director	Taiwan United Venture Capital Corp representative: Yea-Yih Huang	4,593,286
Director	Sam Chum-Sam Hong	1,104,695
Independent Director	Simon Lin	0
Independent Director	Shyur-Jen Chien	0
Independent Director	C.H. Chen	0
Total		172,556,786

3.The Company has established the audit committee. Therefore, supervisors’ shareholding requirements are not applicable.
40 -

AI assistant

URE — AGM Information 2016

52346_rns_2016-07-05_d658316c-596a-4dd2-a85e-caf83bfcf4c6.pdf

Neo Solar Power Corporation.

2016 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

TABLE OF CONTENTS

NEO SOLAR POWER CORPORATION

2016 ANNUAL SHAREHOLDERS’ MEETING

PROCEDURE

NEO SOLAR POWER CORPORATION 2016 ANNUAL SHAREHOLDERS’ MEETING AGENDA

I.Call Meeting to Order

III. Matters for Discussion I :

IV.Report Items:

V. Matters for Ratification

VI. Matters for Discussion II& Election

VIII.Meeting Adjourned

Matters for Discussion I

1.To amend “Articles of Incorporation”

Report Items

Matters for Ratification

Explanatory Notes:

Matters for Discussion II & Election

Explanatory Notes:

Explanatory Notes:

Other Business and Special Motion

Meeting Adjourned

Neo Solar Power Corporation Amendment to the Articles of Incorporation

NEO SOLAR POWER CORPORATION

BUSINESS REPORT

1. 2015 Business Operations Report

2. 2016 Business Operations Plan:

A.Capacity Expansion Plan

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (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, 2015 AND 2014 (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, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

Neo Solar Power Corporation

2015

【 ANNEX 6 】

NEO SOLAR POWER CORPORATION Candidate List for Directors

APPENDIX

Articles of Incorporation of Neo Solar Power Corporation

Chapter I. General Provisions

Article 1

Article 2

Article 3

Article 4

Article 5

Chapter II. Shares

Article 6

Article 7

Article 8

Article 9

Chapter III. Shareholders’ Meetings

URE AGM Information 2016

`【` ANNEX 6 `】`