URE — AGM Information 2017

Jul 24, 2017

Stock code ： 3576

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Neo Solar Power Corporation.

2017 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

Meeting Time: June 14, 2017

TABLE OF CONTENTS

I.MEETING PROCEDURE .............................................................................................. 2 II.MEETING AGENDA ..................................................................................................... 3 III. REPORT ITEMS .......................................................................................................... 4 IV. MATTERS FOR RATIFICATION ................................................................................ 4 V. MATTERS FOR DISCUSSION...................................................................................... 5 VI. OTHER BUSINESS AND SPECIAL MOTION ........................................................... 10 VII. MEETING ADJOURNED ........................................................................................... 10

ANNEX

I. BUSINESS REPORT ...................................................................................................... 11 II. AUDIT COMMITTEE’S REVIEW REPORT ................................................................ 15 III. THIRD SECURED OVERSEAS CONVERTIBLE BONDS EXECUTION STATUS .. 16 IV. INDEPENDENT AUDITORS’ REPORT AND 2016 FINANCIAL STATEMENTS .... 17 V.ADOPTION OF THE PROPOSAL FOR DEFICIT COMPENSATION ........................... 40 VI. AMENDMENT TO THE ARTICLES OF INCORPORATION .................................... 41

APPENDIX

I.ARTICLES OF INCORPORATION (BEFORE AMEND) ............................................... 43 II.SHAREHOLDINGS OF ALL DIRECTORS ................................................................... 50

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NEO SOLAR POWER CORPORATION

2017 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

• I. Call Meeting to Order

• II. Chairman’s Address

• III. Report Items

• IV. Matters for Ratification

• V. Matters for Discussion

• VI. Other Business and Special Motion

VII. Meeting Adjourned

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NEO SOLAR POWER CORPORATION 2017 ANNUAL SHAREHOLDERS’ MEETING AGENDA

Time: 9:00 a.m., June 14, 2017

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. Report Items:

• 1.To report the business of 2016.

• 2.Audit Committee’s review report of 2016.

• 3.Report the Company’s accumulated losses reaching to one-half of its paid-in capital.

• 4.Report the execution result on common shares issuance for cash capital increase through private placement which was approved by Shareholder’s meeting in 2016.

• 5.Report on the Company's third issuance of Credit Enhanced Zero Coupon Convertible Bonds.

IV. Matters for Ratification

1. To accept 2016 Business Report and Financial Statements.

2. To accept the appropriation of retained earnings for 2016 losses.

V. Matters for Discussion

• 1.NSP plans to increase capital by issuing common stock or by issuing underlying common stock for Global Depositary Receipts (GDR) offering.

• 2.To approve the private placement of common shares.

• 3.To issue Restricted Stock Awards (RSAs) to employees.

• 4.To amend “Articles of Incorporation”.

• 5.To amend “Procedures for Acquisition or Disposal of Assets”.

VI. Other Business and Special Motion

VII. Meeting Adjourned

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Report Items

1. To report the business of 2016.

Explanatory Notes: Please refer to ANNEX 1.

1. Audit Committee’s review report.

Explanatory Notes: Please refer to ANNEX 2.

1. Report the Company’s accumulated losses reaching to one-half of its paid-in capital. Explanatory Notes:

2. (1) According to Article 267 of the Company Act, in case the loss incurred by a company aggregates to one half of its paid-in capital, the board of directors shall convene and make a report to a meeting of shareholders.

3. (2) Our Accumulated deficit of 2016 financial statements were audited by independent auditors are NT$ (same hereinafter) 6,309,786 thousand, which was reached to the company’s one-half of the paid-in capital of 10,176,152 thousand, according to the Company Act to report to shareholders’ meeting.

4. Report the execution result on common shares issuance for cash capital increase through private placement which was approved by Shareholder’s meeting in 2016.

5. Explanatory Notes:

6. (1) On 16 June 2016, shareholders’ meeting of the Company passed the plan of common shares issuance for cash capital increase through private placement, and decided the amount of shares issued up to 180,000 thousand shares. According to paragraph 7 of Article 43-6 of the Securities and Exchange Act, a private placement plan should be carried out within one year from the date of the resolution of the shareholders’ meeting.

7. (2) The above mentioned private placement will be expired, and the Company resolved not to continue handling the private placement issuance.

8. Report on the Company's third issuance of Credit Enhanced Zero Coupon Convertible Bonds. Explanatory Notes:

9. (1) In order to repay the principal of the secured overseas convertible bonds, strengthen the ability to pay back loans and maintain sound financial operations, the Company had finished issuing third secured overseas convertible bonds on October 27, 2016.

10. (2) Please refer to ANNEX 3.

Matters for Ratification

• 1.To accept 2016 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanatory Notes:

• (1) NSP’s 2016 Financial Statements were audited by independent auditors, Mr. Huang, Shu-Chieh and Mr. Lin, Cheng-Chih, of Deloitte & Touche.

• (2) 2016 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as ANNEX 1 & 4.

• (3) Please accept the aforementioned Business Report and Financial Statements.

Resolution:

1. To accept the appropriation of retained earnings for 2016 losses. (Proposed by the Board of Directors).

2. Explanatory Notes:

3. (1) Our losses after tax for 2016 are NT$ (same hereinafter) 6,309,785,641, plus the accumulated

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undistributed earnings from the previous year $0; losses to be offset are $ 6,309,785,641. We plan to offset the losses with capital reserve of $ 6,309,785,641. After this, losses to be offset are $0.

• (2) For the loss offsetting list, please refer to ANNEX 5.

Resolution:

Matters for Discussion

• 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, and strengthen the 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 existing 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

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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 existing 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 15.03% 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.

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• (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:

1. The Company plans to issue common shares in private. (Proposed by the Board of Directors) Explanatory Notes

2. 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.

3. 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:

     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.
     

   • (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 Authorities.

   • (III) Essential reasons for the private placement:

     1. Reasons for not adopting public issue: As currently the fund-raising market’s

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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.

1. 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.

2. 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.

3. 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.

4. 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.

5. 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).

6. 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.

7. 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:

1. It is proposed to issue Restricted Stock Awards (RSAs) to employee. (Proposed by the Board of Directors)

Explanatory Notes:

• I. In order to encourage excellent employee and keep topnotch talent, it is proposed to issue RSA under Article 267 in the Company Law and criteria Governing the Offering and Issuance of Securities by Securities Issuers.

• II. RSAs to be issued this time are described below:

• (I) Total issue amount: NT$21,000,000, $10 per share face value, totaling 2,100,000 shares.

• (II) Issue conditions:

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1. Issue price: NT$10 or $0 (i.e. gratuitous) per share face value.

2. Vesting conditions:

   • (1) Vest 50% RSAs to those employee who still serve the Company 1 year after each issue day and who had good performance in the year of the issue day.

   • (2) Vest 50% RSAs to those employee who still serve the Company 2 years after each issue day and who had good performance in the next year of the issue day.

3. Type of shares to be issued: the Company’s common shares.

4. When employee do not conform to the vesting conditions or in case of inheritance after they receive or subscribe for RSAs:

   • (1) When employees who receive RSAs each time voluntarily resign, are dismissed or apply for leave without pay:

     • A. not-yet-vested RSAs: the Company may purchase at issue price.

     • B. stock dividends & cash dividends received during vesting period: the Company provides gratuitously.

   • (2) When employee are below good in performance in either of the two years each time they receive RSAs.

     • A. receive not-yet-vested RSAs of the year: the Company may purchase at issue price.

     • B. stock dividends & cash dividends received during vesting period: the Company provides gratuitously.

   • (3) Retire: When employee who have retired or are applying for retirement received a good performance in the last year, they may obtain their not-yet-vesting RSAs in whole. If their performance is below good, the Company may purchase the not-yet-vesting RSAs at issue price.

   • (4) If dismissed, the Company may purchase the not-yet-vesting RSAs at issue price.

   • (5) In case of disability or death as a result of occupational injury or general death:

     • A. When employee cannot continue to hold their posts due to disability as a result of occupational injury, they many claim the not-yet-vesting RSAs fully when leaving their jobs.

     • B. In case of death as a result of as a result of occupational injury, the not-yet-vesting RSAs will be considered “fully vested”. After completing statutory procedure and provide related documents, their inheritors may claim their shares or rights which they are due to inherit.

   • (6) Transfer to affiliated firm: As the Company’s operations need, if employees are required to transfer to the Company’s affiliated firm or other firm after the Company’s verification, the Company may purchase the not-yet-vested RSAs at issue price.

   • (7) Regarding all RSAs that the Company purchased back, the Company will cancel them.

5. (III) Qualifications and shares which employee may receive or subscribe for:

6. RSAs are available only for all formal employees have taken office at the Company.

7. RSAs for a single employee each fiscal year and total quantity of employee stock option certificates issued pursuant to Article 56-1, Provision 1 in the Criteria Governing the Offering and Issuance of Securities by Securities Issuers, must not exceed three in a thousand of the total quantity of shares. And quantity of shares which a single employee may subscribes for with his/her employee stock option certificate each fiscal year and RSA which a single employee may receive, must not exceed 1% of the total quantity of shares.

8. Quantity of RSAs actually provided to employee and received by them needs to refer to seniority, rank, job performance, overall contribution, special achievements, etc., and to be submitted by the Chairman to the Board of Directors for approval. Only a manager or director who is an employee should be approved by the Compensation committee.

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• (IV) Essential reasons for the RSAs: to attract, retain, encourage excellent talent and increase employees’ loyalty, in order to make business continue toward a positive and stable development and create the maximum benefits for the Company and shareholders.

• (V) Possible expensed amount, dilution on EPS, other effects on equities: issue price is calculated by NT$0 (i.e. gratuitous), substituted into the option pricing model, fair value for a share is approximately $15.5, resulting in a possible expensed amount $32,550,000. After issue, expensed amounts allocated for 2017, 2018, 2019, and 2020 are $3,052,000, $14,241,000, $12,545,000, and $2,712,000, respectively; effects on earnings approximately $0.003, $0.014, $0.012, and $0.003, respectively. The Company’s operations in the coming years are expected to continue its growing trends. As a result, estimated overall, the dilution on earnings per share (EPS) is limited and also might not have any significant effect on existing shareholders.

• III. Within 1 year after passing shareholders’ meeting, this proposal may proceed with the Competent Authorities at different times. Within 1 year after a declaration approval notice from the Competent Authorities arrives, depending on the actual needs, issue can be made at one time or several times, and actual issue date is decided by requesting the Board of Directors to authorize the Chairman.

• IV. Actual issue price for this proposal is NT$10 or $0 (i.e. gratuitous) and is decided by requesting shareholders’ meeting to authorize the Chairman.

• V. RSAs to be issued this time, related restrictions, and important agreed-on matters or matters not specified, will proceed under relevant law and regulations and issue measures specified by the Company.

Resolution:

1. To amend “Articles of Incorporation”. . (Proposed by the Board of Directors)

2. 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 VI.

Resolution:

1. To amend “Procedures for Acquisition or Disposal of Assets”. (Proposed by the Board of Directors)

2. Explanatory Notes: To respond to the change of law and regulation and to meet the Company’s actual operational needs, the “Procedures for Acquisition or Disposal Assets” need to be amended.

Other Business and Special Motion

Meeting Adjourned

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【 ANNEX 1 】

NEO SOLAR POWER CORPORATION

2016 BUSINESS REPORT

2016 was still a challenging year for Taiwan solar industry. The market demand for solar industry has been gradually recovered in the second-half of year 2015, and has entered into a virtuous cycle. However, suffering from China’s Feed-in Tariff installation deadline passed after mid-2016, solar demand due to solar system installation rush has becoming slow. Plus the overcapacity of China multicrystalline solar cells all leaded to the slump in average selling price (ASP). Even so, under the continuous promotion from governments worldwide and support from emerging markets, the global demand for solar market in 2016 reached 70GW, which is representing more than 20% YoY growth as compared with 57GW in year 2015. (According to Bloomberg New Energy Finance’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 to obtain new sales orders from new regions, diversifying manufacturing and enlarges solar module business and downstream solar system project business. We also maintained the sound financial structure to face rapidly changing solar industry nowadays.

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. In 2016, we rolled out three new competitive mono cell products: n-type HJT solar cell “Hello 22”, p-type PERC solar cell “Black 21” and p-type PERC Bifacial solar cell “Black 21-BiFi” at Intersolar in Munich. The newly developed six-inch n-type HJT solar cell “Hello 22” has maximum efficiency of 22.2% with excellent LID resistance and with very low temperature coefficient of power, which can generate more electricity in high temperature environment. “ Black 21”, the mass-production six-inch p-type Mono PERC cell has been improved to maximum cell Efficiency of 21.4%. This product offers light induced degradation (LID) lower than that of p-type cells and low potential induced degradation (PID). Further, the new p-type PERC bifacial solar cell, named “Black 21-BiFi”, had been developed with front-side maximum cell efficiency of 20.8%. The equivalent cell efficiency can reach 23.9% with 15% more power generated from rear side. NSP 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.

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For Module product, NSP rolled out two new monocrystalline module products: p-type PERC half-cut module “PEACH Series” and p-type PERC Bifacial double glass module “Glory BiFi G2G Series” at 2016 PV Taiwan. NSP PEACH series modules use NSP’s top-of-the-line p-type Mono PERC cells “Black 21”, which have maximum cell efficiency of 21.4%. NSP further uses half-cut technology to boost the maximum power to 325W in 60-cell modules. This product offers light induced degradation (LID) lower than that of regular monocrystalline p-type cells and reduces 50% shading power loss. The 2nd new product, the double glass module “Glory series BiFi G2G”, is with bifacial p-type PERC mono cells. Glory series modules implement superior salt resistant and anti-yellowing designs. They are suitable for harsh environments such as salt pans, fish ponds, deserts, etc., which is assumed to be a perfect solution for PID issue.

In 2016, Neo Solar Power won Taiwan Excellent PV Award again from Taiwan’s Bureau of Energy for its high-efficiency cell product and module product for four consecutive years. It is worth mentioning that NSP is the only one solar company which won this award in both solar cell and module sectors and this award winning module is the only product that surpasses 300Wp output among other winning products. This showed that the quality and standard of NSP’s cell & module products have met worldwide PV industry’s requirement, giving recognition to the outstanding performance of NSP module in solar electrical energy generation.

In view of prosperous future development and the stable cash inflows from solar system projects, NSP continuously increase solar system investment. In year 2016, NSP joined hands with Cathay Life Insurance Co. Ltd to co-invest a new company to enlarge Taiwan Solar System Project investment. The capital of this new co-invest Taiwan YieldCo is planned to be NT$3.5 billion with two phases capital injection and the first capital injection of NT$1.5 billion has been completed last year. Besides, in order to enhance NSP’s competitive advantages and to leverage funds from global capital markets, NSP has completed the formation and investment of USD44 million in the solar IPP (“Independent Power Producer”) company, Clean Focus Yield (“CFY”). CFY would further raise around USD100 million funds from other financial investors, which will enable CFY to acquire around 300MW solar system projects. CFY will also plan for public listing on the Hong Kong Stock Exchange. Then, NSP will not only enjoy profit from development, construction, and sale for global solar system projects, but also can enjoy potential capital gains from IPP Company, enlarging sales pipeline for solar cells & solar modules which will continue to bring growth momentum for NSP.

Neo Solar Power was the Silver Award winner for 2016 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

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enhance corporate’s tangible as well as intangible value.

Our 2016 financial results and 2017 business plans are described as follows:

1. 2016 Business Operations Report

In 2016, Neo Solar Power’s consolidated Net Sales reached NT$ 16,537 million. However, suffering from slump average selling price due to overcapacity of China multicrystalline solar cell market, and idle capacity loss of China and South East Asia capacity relocation and related expenses, NSP recognized realized Gross Loss of NT$1,912 million with Gross Margin of -11.56%. Although Operating Expenses was kept the same level as last year, Operating Expense Ratio increased to 12.49% due to decreased Net Revenues. Besides, due to impairment loss of assets and loss of goodwill from company restructure led to Operating Loss of NT$6,351 million. Net Loss in 2016 was NT$6,409 million. NSP has abundant cash due to successful capital increase and ECB Offering in 2016. Debt to Assets ratio was also kept at reasonable level of 54.74%. As a whole, the Company’s financial operations will be maintained conservatively.

2. 2017 Business Operations Plan:

• A. Capacity Expansion Plan Neo Solar Power current total installed cell capacity is 2.4GW and will gradually downsize the negative-margin multicrystalline manufacturing capacity, increase higher-margin monocrystalline products, especially passivated emitter rear contact (PERC) solar cells in year 2017. Taiwan PERC installed capacity will be increased from 600MW to 1GW next year and NSP Group, including overseas installed capacity will become 1.6GW. Further, NSP will increase total module capacity from 670MW to 800MW~1GW in Taiwan for the favorable government policy and increased domestic market demand.

• 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, NSP will also focus on R&D toward crucial technologies to increase our patent portfolio and entering next-generation product development, such as N-Type HJT solar cell to create 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

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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 will continue to replicate the successful business model to construct solar system projects along with NSP own solar cells and modules. In addition to the existing solar farm projects in Japan, the United States, UK and Taiwan, we will continue to expand business into new territories such as Central-South America and the Middle East in year 2017 and complete its vision of building a global network of solar farms. The expansion of NSP Group’s worldwide solar system projects will increase our sales pipelines for solar cells and modules. Integrating businesses of solar cells, solar modules, and solar systems will enable NSP to have a complete portfolio in mid-downstream supply chain of solar industry.

Looking into 2017, to keep our long-term competitiveness, NSP is proactively doing business transition, including reducing negative-margin multicrystalline manufacturing capacity and increasing advanced technology & higher-margin monocrystalline products to differentiate the market and remove irrational price competition of multicrystalline solar cells. In addition, NSP will continue to devote to R&D and downstream solar system project business expansion to react to market fluctuations. NSP’s excellent management team possesses strong semiconductor industry experiences and vast solar device physics expertise. They will continue to 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.

Chairman: Sam, Hong

President: Andy, Shen

Accounting Officer: Garry, Huang

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【 ANNEX 2 】

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2016 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 31, 2017

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【 ANNEX 3 】

NEO SOLAR POWER CORPORATION

Third secured overseas convertible bonds execution status

Issuance	NEO SOLAR POWER CORPORATION Third secured overseas convertible bonds
Board meeting date	August 4,2016
Approved of Authorities	Jin-Guan-Zheng-Fa-No1050040369 dated October 17, 2016.
periodof Offering	From October 27, 2016 to October 27, 2019
Size of Offering	US$120,000 Thousand.
Tenor (Year)	3 year
Coupon (%, p.a.)	0%
Interest of Redemption on the Maturity Date	0.75%
Offering reason	To repay the second overseas credit enhanced convertible bonds and repay bank loans.
Initially convertible price	NT$18
Current convertible price	NT$18
Guarantee status	Guarantee by ING Bank N.V. Taipei Branch

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【 ANNEX 4 】

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Neo Solar Power Corp.

Opinion

We have audited the accompanying financial statements of Neo Solar Power Corp. (the Corporation), which comprise the balance sheets as of December 31, 2016 and 2015, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (refer to the Other Matter section of this report), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Corporation’s financial statements for the year ended December 31, 2016 are stated as follows:

Revenue recognition

The Corporation’s major income source is solar cell and module sales. In 2016, revenue from the sale of solar cells and modules decreased 19.59% observably compared with the last year’s corresponding period (refer to Note 23 to the accompanying financial statements for details on revenue). Also, the customers of the Corporation changed significantly this year. Thus, regarding revenue recognition, there may be a high risk that revenue did not occur.

Our audit procedures performed in respect of the above key audit matter included the following:

1. Understood and tested the design and operating effectiveness of the internal controls over revenue recognition to assess whether revenue recognition had

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been approved appropriately and the rights and risks of ownership had already been transferred.

1. Confirmed the accuracy of the amounts and timing of revenue recognition by selecting samples and obtaining relevant evidence.

2. Confirmed the authenticity of the background information for the 10 largest new customers.

Assessment of impairment losses on receivables

The amounts of accounts receivable and installment accounts receivable of the Corporation were significant. The assessment of impairment losses on receivables by key management personnel was related to estimations of future cash flows and the identification of rates for recognizing impairment losses. Therefore, the assessment of impairment losses on receivables is a key audit matter. Accounting policies on impairment losses on receivables can be found in Notes 4n and 5 to the accompanying financial statements. For the description of impairment losses on receivables, refer to Note 10 of the financial statements.

Our audit procedures performed in respect of the above key audit matter included the following:

1. Assessed the reasonableness of key management personnel’s method of recognizing impairment losses; the reasonableness of information, assumptions and formulas; and whether the methodology has been adopted consistently, while also reviewing relevant calculations.

2. Tested the accuracy and completeness of aging classifications from the receivables aging report which was used for calculating the allowance for impairment loss.

3. Performed confirmation procedures for customers with significant receivable closing balances, and requested sales evidence for each non-response customer to prove the reasonability of the closing balance.

4. Selected samples of the closing balances of receivables to perform a test on receivables received in the subsequent period, which proved the recoverability of the receivables.

Assessment of impairment losses on tangible assets and goodwill

The Corporation plans to reduce its current productivity as well as implement a reorganization and reconstruction, since there is intense competition in the solar industry. Accordingly, there are indications of impairment losses on tangible assets and goodwill. The impairment losses are dependent on estimations of the future cash flows expected to arise from cash-generating units and the suitable discount rate used in order to calculate the present value. The assessments of the impairment losses, income and expenses that may occur in the future, and independent cash flows for particular asset groups are based on a subjective judgment related to asset usage patterns and industry-specific characteristics. Therefore, the assessment of impairment losses on tangible assets and goodwill is a key audit matter. Accounting policies on impairment losses on tangible assets and goodwill can be found in Notes 4j, 4l and 5 to the accompanying financial statements, while the description of impairment losses on tangible assets and goodwill can be found in Notes 14 and 15 to the financial statements.

Our audit procedures performed in respect of the above key audit matter included the following:

1. Assessed the reasonableness of key management personnel’s method of recognizing impairment losses.

2. Assessed the reasonableness of information, assumptions and formulas used for recognizing impairment losses.

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1. Assessed whether the methodology for the assessment of impairment loss has been adopted consistently by the key management personnel.

2. Reviewed relevant calculations.

Other Matter

The financial statements of some investee companies accounted for using the equity method as of and for the years ended December 31, 2016 and 2015 were audited by other auditors. The amounts within the financial statements for those investee companies were based solely on the report from other auditors. As of December 31, 2016 and 2015, the aforementioned investment accounted for using the equity method was NT$1,644,917 thousand and NT$1,823,867 thousand, respectively. For the years ended December 31, 2016 and 2015, the Corporation’s share of losses on the aforesaid investment accounted for using the equity method was NT$(278,193) thousand and NT$(211,014) thousand, respectively.

The financial statements of some investee companies accounted for using the equity method as of and for the year ended December 31, 2016, which are based on a different framework of the accompanying financial statements and which we have not audited, were audited by other auditors in accordance with different auditing standards. We have performed compulsory audit procedures for transferring adjustments of the reports to be in accord with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The financial statement amounts for the aforementioned investee companies were based on the report of other auditors and the result of additional audit procedures enacted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. As of December 31, 2016, the aforesaid investment accounted for using the equity method was NT$1,369,590 thousand. For the year ended December 31, 2016, the share of losses on the aforesaid investment accounted for using the equity method was NT$(112,484) thousand.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2016 and are therefore the

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key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chih Lin and Shu-Chieh Huang.

Deloitte & Touche Hsinchu, Taiwan Republic of China

March 31, 2017

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NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2016 AND 2015

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 31) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 31) Notes and accounts receivable, net (Notes 4, 5, 10 and 31) Installment accounts receivable (Notes 4, 5, 10, 12 and 31) Accounts receivable - related parties (Notes 4, 5, 10, 31 and 32) Other receivables (Notes 4, 10 and 31) Other receivables from related parties (Notes 4, 10, 31 and 32) Current tax assets (Notes 4, 5 and 25) Inventories (Notes 4, 5 and 11) Prepayments (Notes 4, 5, 16, 32 and 34) Other current assets (Notes 16, 31 and 33) 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) Investments accounted for using the equity method (Notes 4, 13 and 28) Property, plant and equipment (Notes 4, 5, 12, 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 receivables from related parties - noncurrent (Notes 4, 10, 31 and 32) Other noncurrent assets (Notes 4, 16, 18, 32 and 33) Total noncurrent assets TOTAL		2016 Amount % $ 6,047,121 19 11,889 - 2,352,214 7 - - 253,951 1 49,456 - 1,824,838 6 4,064 - 2,072,813 7 312,350 1 49,767 - 12,978,463 41 69,160 - 23,849 - 6,136,087 19 8,814,227 28 - - 31,611 - 1,290,660 4 175,179 1 - - 1,240,358 4 801,317 3 18,582,448 59 $ 31,560,911 100		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 1 151,763 1 1,450,196 4 20,355,350 60 $ 33,773,856 100

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 17, 31 and 33) Short-term bills payable (Notes 17 and 31) Financial liabilities at fair value through profit or loss - current (Notes 4, 7, 18 and 31) Notes and accounts payable (Note 31) Accounts payable - related parties (Notes 31 and 32) Bonuses payable to employees and directors (Note 24) Payables to contractors and equipment suppliers (Notes 31 and 32) Accrued expenses (Notes 4, 19, 31, 32 and 34) Provisions - current (Notes 4 and 20) Receipts in advance (Note 32) Current portion of long-term bank loans and bonds payables (Notes 4, 17, 18, 31 and 33) Other current liabilities (Notes 4 and 19) Total current liabilities NONCURRENT LIABILITIES Bonds payable (Notes 4, 18, 31 and 33) Long-term bank loans (Notes 17, 31 and 33) Provisions - noncurrent (Notes 4 and 20) Deferred tax liabilities (Notes 4, 5 and 25) Guarantee deposits (Note 31) Credit balance of investments accounted for using the equity method (Notes 4 and 13) Other noncurrent liabilities (Notes 4 and 19) Total noncurrent liabilities Total liabilities EQUITY (Notes 4, 18, 22, 27 and 28) Common shares Capital surplus Retained earnings Legal reserve Accumulated deficit Other equity Total equity TOTAL		2016 Amount % $ 5,622,465 18 199,876 1 387 - 999,161 3 19,742 - 2,649 - 279,649 1 1,300,120 4 4,751 - 56,217 - 810,000 2 7,918 - 9,302,935 29 3,616,038 12 2,350,000 7 170,966 1 31,611 - 35 - 24,213 - 2,162 - 6,195,025 20 15,497,960 49 10,176,152 32 12,345,346 39 - - (6,309,786) (20) (148,761) - 16,062,951 51 $ 31,560,911 100		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

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 31, 2017)

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NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 23, 32 and 34) COST OF SALES (Notes 4, 5, 11, 24, 32 and 34) GROSS (LOSS) PROFIT (UNREALIZED) REALIZED GAINS FROM SALES REALIZED GROSS (LOSS) PROFIT OPERATING EXPENSES (Notes 24 and 32) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 4, 5, 10, 12, 14, 24 and 32) LOSS FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Gain on financial instruments at fair value through profit or loss (Notes 4, 7 and 18) Interest income (Notes 4 and 24) Other income (Notes 4, 24 and 32) Foreign exchange (loss) gain, net (Notes 4 and 24) Other gains and losses (Notes 4 and 32) Finance costs (Note 24) Share of loss of subsidiaries and associates (Notes 4 and 13) Dividends income (Note 4) Impairment loss on financial assets (Notes 4 and 8) Total nonoperating income and expenses LOSS BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4, 5 and 25) NET LOSS FOR THE YEAR		2016 Amount % $ 15,171,908 100 16,733,157 110 (1,561,249) (10) (36,279) - (1,597,528) (10) 601,951 4 456,809 3 303,371 2 1,362,131 9 (1,907,404) (13) (4,867,063) (32) 234,520 1 31,900 - 9,817 - (2,579) - (22,944) - (326,945) (2) (1,366,211) (9) - - - - (1,442,442) (10) (6,309,505) (42) (281) - (6,309,786) (42)		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) 32,972 - 27,960 - 14,619 - 69,880 1 801 - (180,867) (1) (780,242) (4) 2,000 - (41,893) - (854,770) (4) (1,455,636) (7) (5) - (1,455,641) (7) (Continued)

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NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME (Notes 22 and 24) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain on available-for-sale financial assets Share of other comprehensive income (loss) of subsidiaries Exchange differences on translating foreign operations Unrealized gain on available-for-sale financial assets Total other comprehensive income TOTAL COMPREHENSIVE LOSS FOR THE YEAR LOSS PER SHARE (Note 26) Basic loss per share Diluted loss per share		2016 Amount % $ (63,407) - 9,760 - (267,038) (2) 8,055 - (312,630) (2) $ (6,622,416) (44) $ (6.53) $ (6.53)		2015
				Amount % $ 143,020 1 15,893 - (99,436) (1) 14,454 - 73,931 - $ (1,381,710) (7) $ (1.71) $ (1.71)

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

(With Deloitte & Touche auditors’ report dated March 31, 2017) (Concluded)

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NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2015 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 costs of restricted shares for employees Additional acquisition of partially owned subsidiaries at a percentage different from an earlier ownership percentage Net loss for the year ended December 31, 2015 Other comprehensive income for the year ended December 31, 2015, net of income tax Total comprehensive income (loss) for the year ended December 31, 2015 BALANCE AT DECEMBER 31, 2015 Offset of deficit against legal reserve Offset of deficit against capital surplus Issuance of common shares for cash Reclassification of conversion option expired for convertible bonds Cancellation of restricted shares for employees Compensation costs of restricted shares for employees Compensation costs of employee share options Additional acquisition of partially owned subsidiaries at a percentage different from an earlier ownership percentage Net loss for the year ended December 31, 2016 Other comprehensive income for the year ended December 31, 2016, net of income tax Total comprehensive income (loss) for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016	Common Shares Shares (In Thousands) Common Shares 856,277 $ 8,562,770 275 2,750 - - - - - - (391) (3,903) 2,000 20,000 - - - - - - - - - - 858,161 8,581,617 - - - - 160,000 1,600,000 - - (546) (5,465) - - - - - - - - - - - - 1,017,615 $ 10,176,152	Capital Surplus Difference between Consideration and Carrying Amounts Adjusted Arising Conversion Conversion from Changes in Premium of Option of Percentage of Convertible Convertible Ownership in Employee Share Restricted Shares Share Premium Bonds Bonds Subsidiaries Options for Employees $ 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 - - - - - - (1,168,674) - - - - - 1,270,218 - - - - - 664,273 (507,846) (156,427) - - - - - - - - (7,012) - - - - - - 39,048 - - - - - - - - 292 - - - - - - - - - - - - - - - - - - - - $ 12,209,652 $ - $ - $ 14,023 $ 3,022 $ 118,649	Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ 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) (69,422) - 69,422 - - 1,168,674 - - - - - - - - - - - - - - - - - - - - (6,309,786) - - - - - (6,309,786) $ - $ - $ (6,309,786)	Other Equity Unrealized (Loss) Foreign Currency Gain on Unearned Translation Available-for-sa le Employees Reserve Financial Assets Benefits Total Equity $ 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 - - - - - - - - - - - 2,870,218 - - - - - - 12,477 - - - 19,515 19,515 - - - 39,048 - - - 292 - - - (6,309,786) (330,445) 17,815 - (312,630) (330,445) 17,815 - (6,622,416) $ (90,836) $ (53,259) $ (4,666) $ 16,062,951

The accompanying notes are an integral part of the financial statements

(With Deloitte & Touche auditors’ report dated March 31, 2017).

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NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation Impairment loss recognized on accounts receivable Net gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Compensation costs of restricted shares for employees Compensation costs of employee share options Share of loss of subsidiaries Loss (gain) on disposal of property, plant and equipment Reclassified from property, plant and equipment to expenses Gain (loss) on disposal of noncurrent assets held for sale Impairment loss on financial assets Impairment loss on intangible assets Impairment loss on property, plant and equipment Impairment loss on prepayments (Reversal of allowance) allowance for loss on inventories Unrealized (realized) gain (loss) from sales Reversal of provisions Net loss (gain) on foreign exchange Changes in operating assets and liabilities: Notes and accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments (including noncurrent) Other current assets Notes and accounts payable Accounts payable - related parties Bonuses payable to employees and directors Accrued expenses Provisions Receipts in advance Other current liabilities Income taxes refunded (paid) Net cash (used in) generated from operating activities 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 from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits

2016 2015 $ (6,309,505) $ (1,455,636) 1,632,435 1,727,648 218,473 29,018 (187,202) (15,395) 326,945 180,867 (31,900) (27,960) - (2,000) 19,515 49,777 39,048 - 1,366,211 780,242 8,680 (135) 7,478 29 8,167 (801) 1,022,882 41,893 512,440 - 355,235 7,385 564,510 40,496 235,465 (24,630) 36,279 (187) (121,187) - 89,550 (31,750) 1,172,138 550,520 (74,618) (461,678) 17,744 (27,990) (519,067) (316,640) (287,955) 162,193 (4,526) 47,706 (762,172) 329,358 (14,909) 19,273 - (36,568) (14,467) (50,136) 38,621 55,808 (58,117) 24,237 726 (1,892) 1,603 (1,040) (711,480) 1,592,012 - (2,498) (2,135,859) (1,097,304) - 20,870 (998,853) (900,475) 737 - (137,239) (2,276) 1,998 275 (Continued)

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NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

Increase in other receivables from related parties - noncurrent Financings provided to related parties Repayments by related parties Decrease in other receivables from related parties - noncurrent Decrease (increase) in restricted assets Decrease (increase) in pledged time deposits Decrease in other noncurrent assets Interest received Dividends received from subsidiaries Dividends received from available-for-sale financial 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 short-term bills payable Repayment of short-term bills payable Proceeds from issue of bonds Repayments of bonds payable 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 for cash 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 IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2016 $ (2,474,360) (1,443,175) 319,000 1,185,062 448,575 170,585 5,949 16,860 - - (5,040,720) 22,060,138 (20,108,441) 299,347 (100,000) 3,693,667 (3,805,600) 3,446,232 (2,803,232) - 2,870,218 - (159,665) 5,392,664 (49,936) (409,472) 6,456,593 $ 6,047,121	2015 $ (309,769) (943,200) 978,600 114,043 (675,001) (8,083) 10,946 28,342 29,019 2,000 (2,754,511) 14,942,211 (13,276,419) - - - - 1,110,000 (1,788,601) (171,271) - 2,750 (109,671) 708,999 38,127 (415,373) 6,871,967 $ 6,456,594

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 31, 2017)(Concluded)

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Neo Solar Power Corp.

Opinion

We have audited the accompanying financial statements of Neo Solar Power Corp. and its subsidiaries (collectively referred to as the Corporation), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (refer to the Other Matter section of this report), the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Corporation’s consolidated financial statements for the year ended December 31, 2016 are stated as follows:

Revenue recognition

The Corporation’s major income source is solar cell and module sales. In 2016, revenue from the sale of solar cells and modules decreased 22.12% observably compared with the last year’s corresponding period (refer to Note 27 to the accompanying consolidated financial statements for details on revenue). Also, the customer base of the Corporation changed significantly this year. Thus, regarding revenue recognition, there may be a high risk that revenue did not occur.

Our audit procedures performed in respect of the above key audit matter included the following:

1. Understood and tested the design and operating effectiveness of the internal controls over revenue recognition to assess whether revenue recognition had been approved

28

appropriately and the rights and risks of ownership had already been transferred.

1. Confirmed the accuracy of the amounts and timing of revenue recognition by selecting samples and obtaining relevant evidence.

2. Confirmed the authenticity of the background information for the 10 largest new customers.

Assessment of impairment losses on receivables

The amounts of accounts receivable and installment accounts receivable of the Corporation were significant. The assessment of impairment losses on receivables by key management personnel was related to estimations of future cash flows and the identification of rates for recognizing impairment losses. Therefore, the assessment of impairment losses on receivables is a key audit matter. Accounting policies on impairment losses on receivables can be found in Notes 4n and 5c to the accompanying consolidated financial statements. For the description of impairment losses on receivables, refer to Note 11 of the consolidated financial statements.

Our audit procedures performed in respect of the above key audit matter included the following:

1. Assessed the reasonableness of key management personnel’s method of recognizing impairment losses; the reasonableness of information, assumptions and formulas; and whether the methodology has been adopted consistently, while also reviewing relevant calculations.

2. Tested the accuracy and completeness of aging classifications from the receivables aging report which was used for calculating the allowance for impairment loss.

3. Performed confirmation procedures for customers with significant receivable closing balances, and requested sales evidence for each non-response customer to prove the reasonability of the closing balance.

4. Selected samples of the closing balances of receivables to perform a test on receivables received in the subsequent period, which proved the recoverability of the receivables.

Assessment of impairment losses on tangible assets and goodwill

The Corporation plans to reduce its current productivity as well as implement a reorganization and reconstruction, since there is intense competition in the solar industry. Accordingly, there are indications of impairment losses on tangible assets and goodwill. The impairment losses are dependent on estimations of the future cash flows expected to arise from cash-generating units and the suitable discount rate used in order to calculate the present value. The assessments of the impairment losses, income and expenses that may occur in the future, and independent cash flows for particular asset groups are based on subjective judgment related to asset usage patterns and industry-specific characteristics. Therefore, the assessment of impairment losses on tangible assets and goodwill is a key audit matter. Accounting policies on impairment losses on tangible assets and goodwill can be found in Notes 4j, 4l, 5a and 5d to the accompanying consolidated financial statements, while the description of impairment losses on tangible assets and goodwill can be found in Notes 17 and 18, respectively, to the consolidated financial statements.

29

Our audit procedures performed in respect of the above key audit matter included the following:

1. Assessed the reasonableness of key management personnel’s method of recognizing impairment losses.

2. Assessed the reasonableness of information, assumptions and formulas used for recognizing impairment losses.

3. Assessed whether the methodology for the assessment of impairment loss has been adopted consistently by key management personnel.

4. Reviewed relevant calculations.

Other Matter

Some subsidiaries included in the Corporation’s consolidated financial statements were audited by other auditors. The amounts within the consolidated financial statements for those subsidiaries were based solely on the report from other auditors. As of December 31, 2016 and 2015, total assets of the aforementioned subsidiaries were 23.84% and 17.38% of the consolidated total assets, respectively. For the years ended December 31, 2016 and 2015, the operating revenue of these subsidiaries were 4.02% and 4.71% of the consolidated total operating revenue, respectively.

The financial statements of some investee companies accounted for using the equity method as of and for the years ended December 31, 2016 and 2015 were audited by other auditors. The amounts within the consolidated financial statements for those investee companies were based solely on the report from other auditors. As of December 31, 2016 and 2015, the aforementioned investments accounted for using the equity method were NT$68,889 thousand and NT$65,824 thousand, respectively. For the years ended December 31, 2016 and 2015, there was a gain of NT$11,363 thousand and a loss of NT$8,064 thousand, respectively, from the aforesaid investments accounted for using the equity method.

Some subsidiaries included in the Corporation’s consolidated financial statements as of and for the year ended December 31, 2016, which are based on a different framework of the accompanying consolidated financial statements and which we have not audited, were audited by other auditors in accordance with different auditing standards. We have performed compulsory audit procedures for transferring adjustments of the reports to be in accord with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The consolidated financial statement amounts for the aforementioned subsidiaries were based on the report of other auditors and the result of additional audit procedures enacted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. As of December 31, 2016, total assets of the aforementioned subsidiaries were 1.60% of the consolidated total assets. For the years ended December 31, 2016, the operating revenue of these subsidiaries was 0.26% of the consolidated total operating revenue.

The financial statements of some investee companies accounted for using the equity method as of and for the year ended December 31, 2016, which are based on a different framework of the accompanying consolidated financial statements and which we have not audited, were audited by other auditors in accordance with different auditing standards. We have performed compulsory audit procedures for transferring adjustments of the reports to be in accord with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The consolidated financial statement amounts for the aforementioned investee companies were based on the report of other auditors and the result of additional audit procedures enacted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. As of December 31, 2016, the aforesaid investments accounted for using the equity method were NT$1,297,472 thousand. For the year ended December 31, 2016, gains on the aforesaid investment accounted for using the equity method were NT$33,184

30

thousand.

We have also audited the parent company only financial statements of the Corporation as of and for the years ended December 31, 2016 and 2015 on which we have issued an unqualified opinion with Other Matters and an unqualified-modified opinion, respectively.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

31

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2016 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so

32

would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chih Lin and Shu-Chieh Huang.

Deloitte & Touche Hsinchu, Taiwan Republic of China

March 31, 2017

33

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 AND 2015 (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) Debt investments with no active market - current (Notes 4, 10, 37 and 38) Notes and accounts receivable, net (Notes 4, 5, 11 and 37) Installment accounts receivable (Notes 4, 5, 11 and 37) Accounts receivable from related parties (Notes 4, 5, 11, 37 and 38) Finance lease receivables (Notes 4, 5, 12, 14, 17, 37 and 39) Other receivables (Notes 4, 11 and 37) Other receivables from related parties (Notes 4, 10, 11, 37 and 38) Current tax assets (Notes 4, 5 and 29) Inventory (Notes 4, 5, 13, 38 and 39) Prepayments (Notes 4, 5, 19, 20 and 40) Noncurrent assets held for sale (Notes 4, 14, 17 and 39) 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 investments with no active market - noncurrent (Notes 4, 10, 37 and 38) Investments 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 receivable (Notes 4, 5, 11 and 37) Finance lease receivables - noncurrent (Notes 4, 5, 12, 14, 17, 37 and 39) Prepayments - noncurrent (Notes 17, 19, 20 and 40) Refundable deposits (Notes 4, 35, 37, 38 and 39) Other receivables from related parties - noncurrent (Notes 4, 11, 37 and 38) Prepayments for leases (Notes 4 and 19) Other noncurrent assets (Notes 4, 20 and 39) Total noncurrent assets TOTAL		2016 Amount % $ 8,007,136 22 11,889 - 145,256 1 2,581,479 7 - - 101,322 - 98,585 - 117,546 - 900,012 3 8,031 - 4,883,357 13 404,262 1 39,881 - 349,795 1 17,648,551 48 127,688 - 54,595 - 161,395 - 2,029,759 6 12,097,204 33 314,879 1 45,430 - - - 1,640,449 5 1,383,917 4 438,095 1 36,798 - 22,165 - 853,893 2 19,206,267 52 $ 36,854,818 100		2015 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 8,498,752 22 Short-term bank loans (Notes 21, 37 and 39) Short-term bills payable (Notes 21 and 37) 29 - Financial liabilities at fair value through profit or loss - current - - (Notes 4, 7 and 37) 4,605,189 12 Notes and accounts payable (Note 37) 18,717 - Accounts payable - related parties (Notes 37 and 38) 340,460 1 Bonuses payable to employees and directors (Note 28) 90,727 - Payables to contractors and equipment suppliers (Notes 37 and 38) 67,345 - Accrued expenses (Notes 4, 23, 37 and 38) 476,099 1 Current tax liabilities (Notes 4, 5 and 29) 9,532 - Provisions - current (Notes 4 and 24) 4,253,107 11 Receipts in advance (Note 38) 635,751 1 Current portion of long-term bank loans, bonds payables and preference 2,876 - share liabilities (Notes 4, 21, 22, 37 and 39) 303,406 1 Other current liabilities (Notes 4 and 23) 19,301,990 49 Total current liabilities NONCURRENT LIABILITIES 109,873 - Bonds payable (Notes 4, 22, 37 and 39) 54,611 - Long-term bank loans (Notes 21, 37 and 39) Provisions - noncurrent (Notes 4 and 24) 310,103 1 Deferred tax liabilities (Notes 4, 5 and 29) 65,824 - Preference share liabilities - noncurrent (Notes 21, 37 and 39) 12,924,354 33 Guarantee deposits 620,471 2 Other noncurrent liabilities (Note 23) 18,377 - 338,686 1 Total noncurrent liabilities 1,915,008 5 1,516,406 4 Total liabilities 342,150 1 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT 65,967 - (Notes 4, 26, 28, 31 and 34) 23,587 - Common shares 1,494,092 4 Capital surplus Retained earnings 19,799,509 51 Legal reserve Accumulated deficit Other equity Total equity attributable to shareholders of the parent NONCONTROLLING INTERESTS (Notes 4 and 34) Total equity $ 39,101,499 100 TOTAL		2016 Amount % $ 7,541,551 21 249,839 1 1,912 - 1,178,638 3 185,322 1 2,649 - 408,513 1 1,640,534 4 3,943 - 4,890 - 90,788 - 1,430,815 4 93,748 - 12,833,142 35 3,616,038 10 3,214,092 9 207,018 - 42,085 - - - 39,569 - 223,292 1 7,342,094 20 20,175,236 55 10,176,152 28 12,345,346 33 - - (6,309,786 ) (17 ) (148,761) (1) 16,062,951 43 616,631 2 16,679,582 45 $ 36,854,818 100		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

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

(With Deloitte & Touche auditors’ report dated March 31, 2017)

34

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (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 (LOSS) PROFIT REALIZED GAINS FROM SALES (Note 33) REALIZED GROSS (LOSS) PROFIT OPERATING EXPENSES (Notes 28 and 38) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 4, 5, 11, 14, 17 and 28) LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Gain on financial instruments at fair value through profit or loss (Notes 4 and 7) Interest income (Notes 4, 10, 28 and 38) Gain (loss) on disposal of investments Other income (Notes 4, 28 and 38) Gain on disposal of power facilities business (Note 12) Share of profit (loss) of associates (Notes 4 and 16) Dividends income (Notes 4 and 38) Gain from bargain purchases (Notes 4 and 32) Impairment loss on financial assets (Notes 4, 5, 8 and 9) Foreign exchange (loss) gain, net (Notes 4, 28 and 41) Other gains and losses Finance costs (Note 28) Total non-operating income and expenses		2016 Amount % $16,537,125 100 18,451,928 112 (1,914,803) (12) 2,430 - (1,912,373) (12) 912,759 6 787,980 5 364,283 2 2,065,022 13 (2,373,564) (14) (6,350,959) (39) 191,484 1 103,757 1 40,240 - 33,750 - 19,830 - 10,754 - - - - - - - (13,536) - (19,864) - (431,063) (2) (64,648) -		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) 38,652 - 25,595 - (955) - 18,046 - - - (8,064) - 3,680 - 1,082 - (98,826) - 39,831 - (9,485) - (262,442) (1) (252,886) (1) (Continued)

35

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

LOSS BEFORE INCOME TAX INCOME TAX BENEFIT (Notes 4, 5 and 29) NET LOSS FOR THE YEAR OTHER COMPREHENSIVE (LOSS) INCOME (Note 28) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gains on available-for-sale financial assets Total other comprehensive (loss) income TOTAL COMPREHENSIVE LOSS FOR THE YEAR NET LOSS ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: Shareholders of the parent Noncontrolling interests LOSS PER SHARE (Note 30) Basic loss per share Diluted loss per share		2016 Amount % $(6,415,607) (39) 6,733 - (6,408,874) (39) (364,154) (2) 17,815 - (346,339) (2) $(6,755,213) (41) $(6,309,786) (38) (99,088) (1) $(6,408,874) (39) $(6,622,416) (40) (132,797) (1) $(6,755,213) (41) $ (6.53) $ (6.53)		2015
				Amount % $(1,552,955) (7) 14,553 - (1,538,402) (7) 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)

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

(With Deloitte & Touche auditors’ report dated March 31, 2017)

(Concluded)

36

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2015 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 Cash dividends distributed by subsidiaries Cancellation of restricted shares for employees Issuance of restricted shares for employees Compensation costs of restricted shares for employees Acquisition of partially owned subsidiaries at a percentage different from an earlier ownership percentage Noncontrolling interests Net loss for the year ended December 31, 2015 Other comprehensive income (loss) for the year ended December 31, 2015, net of income tax Total comprehensive income (loss) for the year ended December 31, 2015 BALANCE AT DECEMBER 31, 2015 Offset of deficit against legal reserve Offset of deficit against capital surplus Issuance of common shares for cash Reclassification of conversion option expired for convertible bonds Cancellation of restricted shares for employees Compensation costs of restricted shares for employees Compensation costs of employee share options Acquisition of partially owned subsidiaries at a percentage different from an earlier ownership percentage Noncontrolling interests Net loss for the year ended December 31, 2016 Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax Total comprehensive income (loss) for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016						Equity Attributabl	e to Shareholder	s of the Parent				Noncontrolling Total Interests $ 21,256,433 $ 467,338 2,750 - - - - - (171,271 ) - - (9,221 ) - - - - 49,777 - 315 191,054 - 16,513 (1,455,641 ) (82,761 ) 73,931 16,633 (1,381,710) (66,128) 19,756,294 599,556 - - - - 2,870,218 - - - - - 19,515 - 39,048 394 292 36,575 - 112,903 (6,309,786 ) (99,088 ) (312,630) (33,709) (6,622,416) (132,797) $ 16,062,951 $ 616,631	Total Equity $ 21,723,771 2,750 - - (171,271 ) (9,221 ) - - 49,777 191,369 16,513 (1,538,402 ) 90,564 (1,447,838) 20,355,850 - - 2,870,218 - - 19,515 39,442 36,867 112,903 (6,408,874 ) (346,339) (6,755,213) $ 16,679,582
	Common S	hares ommon Shares $ 8,562,770 2,750 - - - - (3,903 ) 20,000 - - - - - - 8,581,617 - - 1,600,000 - (5,465 ) - - - - - - - $ 10,176,152				Capital Surplus	Restricted Shares or Employees $ 111,993 - - - - - (6,532 ) 20,200 - - - - - - 125,661 - - - - (7,012 ) - - - - - - - $ 118,649	Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Special Reserve Deficits) $ 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 ) (69,422 ) - 69,422 - - 1,168,674 - - - - - - - - - - - - - - - - - - - - - - - (6,309,786 ) - - - - - (6,309,786) $ - $ - $ (6,309,786)		Other Equity	Unearned Employees Benefits $ (56,670 ) - - - - - 10,435 (40,200 ) 49,777 - - - - - (36,658 ) - - - - 12,477 19,515 - - - - - - $ (4,666)
			S	hare Premium $ 11,404,787 - - - - - - - - - - - - - 11,404,787 - (1,168,674 ) 1,270,218 664,273 - - 39,048 - - - - - $ 12,209,652	Conversion Premium of Convertible Bonds $ 507,846 - - - - - - - - - - - - - 507,846 - - - (507,846 ) - - - - - - - - $ -	Difference between Consideration and Carrying Amounts Adjusted Arising from Conversion Changes in Option of Percentage of Convertible Ownership in Employee Share Bonds Subsidiaries Options f $ 156,427 $ 13,416 $ 3,022 - - - - - - - - - - - - - - - - - - - - - - - - - 315 - - - - - - - - - - - - - 156,427 13,731 3,022 - - - - - - - - - (156,427 ) - - - - - - - - - - - - 292 - - - - - - - - - - - - - $ - $ 14,023 $ 3,022
										Foreign Unrealized Currency (Losses) Gains on Translation Available-for-sal e Reserve Financial Assets $ 196,025 $ (101,421 ) - - - - - - - - - - - - - - - - - - - - - - 43,584 30,347 43,584 30,347 239,609 (71,074 ) - - - - - - - - - - - - - - - - - - - - (330,445) 17,815 (330,445) 17,815 $ (90,836) $ (53,259)
	Shares (In Thousands) C 856,277 275 - - - - (391 ) 2,000 - - - - - - 858,161 - - 160,000 - (546 ) - - - - - - - 1,017,615

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

(With Deloitte & Touche auditors’ report dated March 31, 2017).

37

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation Amortization Net gain on financial assets and liabilities at fair value through profit or loss (Gain) loss on disposal of investments Impairment loss recognized on accounts receivable (Reversal of allowance) allowance for loss on inventory Share of (gain) loss of associates Impairment loss on financial assets Realized gain from associates Reclassified from property, plant and equipment to expenses Loss (gain) on disposal of property, plant and equipment Impairment loss on property, plant and equipment Impairment loss on intangible assets Loss (gain) on disposal of noncurrent assets held for sale Impairment loss on noncurrent assets held for sale Impairment loss on prepayments Compensation costs of restricted shares for employees Compensation costs of employee share options Interest income Dividend income Finance costs Gain from bargain purchase Gain on disposal of power facilities business Reversal of provisions Net (gain) loss on foreign exchange Changes in operating assets and liabilities: Notes and accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventory Prepayments (including noncurrent) Other current assets Notes and accounts payable Accounts payable - related parties Bonuses payable to employees and directors Accrued expenses Deferred revenue Receipts in advance Other current liabilities Provisions Income taxes (paid) refunded Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of available-for-sale financial assets Proceeds from sale of power facilities business Purchase of debt investments with no active market Acquisition of financial assets carried at cost Acquisition of investments accounted for using the equity method Decrease (increase) in prepayments for investments Net cash inflow (outflow) on acquisition of subsidiaries Net cash inflow on disposal of subsidiaries

2016 2015 $ (6,415,607) $ (1,552,955) 1,970,421 2,064,426 3,918 3,953 (190,786) (9,225) (40,240) 955 250,479 311,901 252,198 (35,544) (10,754) 8,064 1,022,882 98,826 (2,430) (42,335) 7,928 29 474,984 (15) 355,235 13,544 512,440 - 8,023 (801) - 7,749 586,114 40,496 19,515 49,777 39,442 - (190,405) (100,230) - (3,680) 431,063 262,442 - (1,082) (19,830) - (126,632) - (3,024) 20,023 1,644,100 212,001 215,595 (134,994) (50,850) 7,630 (46,524) 173,897 (898,773) (1,818,299) (282,468) (114,068) (92,961) 1,147,156 (792,385) 397,157 184,769 (84,370) - (37,067) (12,619) (55,077) (24,412) (34,239) (43,531) (121,359) 41,614 24,024 47,248 66,398 (37,531) 6,161 (1,213,794) 771,269 - 2,956 494,000 - - (310,103) - (8,850) (1,922,515) - 3,632 (70,022) 18 (308,505) 21,050 - (Continued)

• 38 -

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

Proceeds from sale of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease (increase) in restricted assets Decrease (increase) in pledged time deposits Decrease (increase) in pledged bank acceptances Decrease in finance lease receivables Increase in other receivables from related parties Decrease in other receivables from related parties 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 bills payable Decrease in short-term bills payable Proceeds from issue of bonds Repayments of bonds payable Proceeds from long-term bank loans Repayments of long-term bank loans 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 for cash 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 IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2016 $ 2,889 (3,375,000) 9,177 - 409,223 170,585 50,744 76,980 (394,549) 21,466 176,368 - (178,997) 71,970 - 14,617 (4,348,342) 25,425,431 (24,134,102) 299,347 (100,000) 3,693,667 (3,805,600) 3,969,618 (2,934,458) 40,413 (1,206) - - 2,870,218 - (233,818) 36,867 5,126,377 (55,857) (491,616) 8,498,752 $ 8,007,136	2015 $ 20,870 (2,078,842) 15 (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

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

(With Deloitte & Touche auditors’ report dated March 31, 2017)(Concluded)

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【 ANNEX 5 】

Neo Solar Power Corporation

Adoption of the Proposal for Deficit Compensation

2016

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
	Total	Grand Total
Undistributed Earnings	0
Current period after-tax net loss	(6,309,785,641)
Current year expected loss compensation		(6,309,785,641)
Current year compensation items
Capital Surplus-Share premiums (the conversion of convertible bonds expired)	156,425,805
Capital Surplus-Share premiums (premiums from the conversion of convertible bonds)	507,845,551
Capital Surplus-Share premiums	5,645,514,285
Amount to be compensated after thisyear		0
We plan to offset the losses with capital reserve $6,309,785,641. After this, losses to be offset are $0.

We plan to offset the losses with capital reserve $6,309,785,641. After this, losses to be offset are $0.

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【 ANNEX 6 】

NEO SOLAR POWER CORPORATION

Amendment to the Articles of Incorporation

Item		Contents after amendment
No. 2		The scope of business of the Corporation shall be: 1. CC01080 Electronic Parts and Components Manufacturing 2. CC01090 Batteries Manufacturing 3. C C01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing 4. D101040Non-Public Electric Power Generation 5. IG03010 Energy Technical Serviecs 6.F119010 Wholesale of Electronic Materials (Operation is restricted to be made outside Hsinchu Science Park) 7.F219010 Retail Sale of Electronic Materials(Operation is restricted to be made outside Hsinchu Science Park) 8.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.
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. …………. Nineteenth amendment performed on June 14, 2017.

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APPENDIX

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【 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

1. CC01090 Batteries Manufacturing

2. C C01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing

3. F119010 Wholesale of Electronic Materials (Operation is restricted to be made outside Hsinchu Science Park)

4. F219010 Retail Sale of Electronic Materials(Operation is restricted to be made outside Hsinchu Science Park)

5. F401010 International Trade To research, develop, design, manufacture and sell following products: (1) Solar batteries and related systems.

6. (2) Solar power generation modules and wafers.

7. (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$18,000,000,000, which is divided into 1,800,000,000 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

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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,

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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

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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.

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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.

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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

If the Company has 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 whom remuneration 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.

Article 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.

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

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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. 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 The 18th amendment is made on June 16, 2016

Neo Solar Power Corporation Chairman: Sam Chum-Sam Hong

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【 APPENDIX II 】

NEO SOLAR POWER CORPORATION

SHAREHOLDINGS OF ALL DIRECTORS

1. Total shares issued as of the annual general shareholder’s book closing date on 4/16/2017: 1,017,615,230 common shares.

2. In accordance with Article 26 of the Securities and Exchange Act, as of the annual general shareholder’s book closing date of this annual general shareholder’s meeting on 4/16/2017, the directors had the following shareholdings as recorded of the shareholders register:

3. (1) As of 4/16/2017, minimum shares of shareholdings of all directors:

Title	Minimum shares	Recorded of the shareholders register
Director	32,000,000 shares	186,154,420 shares

• (2) As of 4/16/2017, shares list of shareholdings of directors:

Title	Name	Current Shareholding (Shares)
Chairman	Sam Chum-Sam Hong	1,179,945
Director	Delta Electronics, Inc. representative：Lanford Liu	167,145,851
Director	Delta Electronics, Inc. representative：Albert Chang
Director	Kun-Si Lin	3,225,763
Director	Andy Wei-Jiun Shen	590,437
Director	China Development Industrial Bank representative：Hsueh-Lee Lee	14,012,424
Independent Director	Simon Lin	0
Independent Director	Shyur-Jen Chien	0
Independent Director	C.H. Chen	0
Total		186,154,420

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

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