URE - AGM Information 2018 | FinancialReports.eu

Stock code ： 3576

==> picture [133 x 77] intentionally omitted <==

Neo Solar Power Corporation.

2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

Meeting Time: June 20, 2018

I.MEETING PROCEDURE .............................................................................................. 2 II.MEETING AGENDA ..................................................................................................... 3 III. REPORT ITEMS .......................................................................................................... 4 IV. MATTERS FOR RATIFICATION ................................................................................ 4 V. MATTERS FOR DISCUSSION...................................................................................... 4 VI. OTHER BUSINESS AND SPECIAL MOTION ........................................................... 5 VII. MEETING ADJOURNED ........................................................................................... 5 ANNEX I. BUSINESS REPORT ...................................................................................................... 6 II. AUDIT COMMITTEE’S REVIEW REPORT ................................................................ 9 III.INDEPENDENT AUDITORS’ REPORT AND 2017 FINANCIAL STATEMENTS ..... 10 IV.ADOPTION OF THE PROPOSAL FOR DEFICIT COMPENSATION ......................... 31

APPENDIX

I.ARTICLES OF INCORPORATION ............................................................................... 33 II.SHAREHOLDINGS OF ALL DIRECTORS ................................................................... 40

NEO SOLAR POWER CORPORATION

2018 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

NEO SOLAR POWER CORPORATION 2018 ANNUAL SHAREHOLDERS’ MEETING AGENDA

Time: 9:00 a.m., June 20, 2018

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 2017.

2.Audit Committee’s review report of 2018.

IV. Matters for Ratification

To accept 2017 Business Report and Financial Statements.
To accept the appropriation of retained earnings for 2017 losses.
V. Matters for Discussion
1.To remove restrictions on the prohibition of new business for directors

VI. Other Business and Special Motion

VII. Meeting Adjourned

Report Items

To report the business of 2017.

Explanatory Notes: Please refer to ANNEX 1.

Audit Committee’s review report.

Explanatory Notes: Please refer to ANNEX 2.

Matters for Ratification

1.To accept 2017 Business Report and Financial Statements. (Proposed by the Board of Directors) Explanatory Notes:
(1) NSP’s 2017 Financial Statements were audited by independent auditors, Mr. Huang, Shu-Chieh and Mr. Lin, Cheng-Chih, of Deloitte & Touche.
(2) 2017 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as ANNEX 1 & 3.
(3) Please accept the aforementioned Business Report and Financial Statements.

Resolution:

To accept the appropriation of retained earnings for 2017 losses. (Proposed by the Board of Directors).

Explanatory Notes:

(1) Our losses after tax for 2017 are NT$ (same hereinafter) 4,154,163,242, and losses of difference in amount of acquired or disposed subsidiaries’s equity and carring amount are $445,946,328, and losses of effect of reorganization are $11,391,364, plus the accumulated undistributed earnings from the previous year $0; losses to be offset are $ 4,611,500,934. We plan to offset the losses with capital surplus-share premium of $ 4,611,500,934. After this, losses to be offset are $0.
(2) For the loss offsetting list, please refer to ANNEX 4.

Resolution:

Matters for Discussion

To remove restrictions on the prohibition of new business for directors. (Proposed by the Board of Directors)

Explanatory Notes:

(1)In accordance with Article 209 of the Companies Act “Where a director intends to conduct, for the benefit of his/her own or others, a business of the same kind as that of the company, he/she shall make an explanation to all shareholders about the important contents of such act and shall obtain a prior consent of a majority (two thirds or more) of all shareholders”.

Directors	New business
Delta Electronics, Inc.	Unicom System Eng.Corp. Director VIVOTEK INC. Director
Lanford Liu	PBA International Pte,Ltd. Director

Resolution:

Other Business and Special Motion

Meeting Adjourned

`【` ANNEX 1 `】`

NEO SOLAR POWER CORPORATION 2017 BUSINESS REPORT

Affected by external environmental factors such as rapidly changing solar market, frequent solar trade disputes around the globe, and ongoing imbalance between supply and demand which leads to slump in average selling price (ASP), 2017 is still a very challenging year for Taiwan solar industry. However, energy saving and carbon emission reduction to alleviate global warming issues, and developing renewable energy has become a mutual global consensus nowadays. Also, under the continuous promotion from governments worldwide and support from emerging markets, the global demand for solar market in 2017 reached 98GW, which is representing more than 30% YoY growth as compared with 75GW in year 2016. (According to Bloomberg New Energy Finance’s research)

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. “Black 21”, the mass-production six-inch p-type Mono PERC cell has been improved to maximum cell Efficiency of 21.9%. 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 improved with front-side maximum cell efficiency of 21.8% which has 10% to 20% higher power generation than conventional solar modules. For N-Type technology, NSP is under considering to develop n-type HJT solar cell “HELLO” together with bifacial technology. Neo Solar Power will continue to devote to next-generation R&D which again our leadership of technology and quality in solar industry.

In 2017, 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 five consecutive years. It is also worth mentioning that NSP won “the 26th Taiwan Excellence” again for its BiFi solar module since 2015. For overseas’ recognition, NSP module not only been certified by TUV Rheinland after passing the latest and severest IEC standards (IEC 61215, and IEC 61730, 2017), it is also named as top performance on DNV’s (PVEL) “PV Module Reliability Scorecard Report 2017” which provides the quality assurance for harsh environment applications, such as anti-typhoon and salt pan. Other than PVEL list, Neo Solar Power was also named on the Tier 1 module maker list in 2017 Q3 & 2017 Q4 PV Outlook, Bloomberg New Energy Finance. These all 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. Following the completion the investment of USD44 million in forming the solar IPP (“Independent Power Producer”) company, Clean Focus Yield (“CFY”) in 2016, Neo Solar Power, through CFY, has completed another Greenskies project, a US portfolio of 225 MW commercial and industrial solar projects. With this acquisition, CFY has become the owner and operator of the largest C&I (Commercial and Industrial) portfolio in the United States. CFY will also plan for public listing on the Hong Kong Stock Exchange in the near future. From solar project development side, NSP has completed UK portfolio with 29.5MW and Taiwan’s first Bifacial solar system of 2MW on Workforce Development Agency‘s rooftop of Taiwan Ministry of Labor. NSP will not only enjoy profit from development, construction, and sale for global solar system projects, but also can enlarge sales pipeline for solar cells & solar modules which will continue to

bring growth momentum for NSP.

Neo Solar Power was the Gold Award winner for 2017 Taiwan Corporate Sustainability Report recognized by Taiwan Institute for Sustainable Energy. This is not only the recognition for our contribution towards society and environments, but also helps to enhance corporate’s tangible as well as intangible value.

In order to ensure the long-term development, and to form a highly competitive supply chain, Boards of Neo Solar Power and other two Taiwan solar peers, Gintech Energy and Solartech Energy, have respectively adopted a resolution on October, 2017 to execute a Letter of Intent with the other companies, representing the three companies' intent to merge into one company. Faced with a highly competitive and increasingly concentrated market, three companies believed that Taiwanese manufacturers should come together to form a solar flagship company with a competitive edge on the global market and build a flourishing and prosperous integrated platform. The Proposed Merger process will be implemented based on an equal and mutually beneficial principle without designating any of the companies as the acquiring or the acquired party. However, in order to comply with Taiwanese laws, three companies agree that NSP will be the surviving company after it merges with the other two partners. The surviving company will be renamed United Renewable Energy Co., Ltd. after the Proposed Merger effective date. Also, considering the industry upgrading and national energy policy, the combined entity (United Renewable Energy) will receive both funding support & policy support from Taiwan government to help Taiwan to complete energy transition plan of reaching a target of 20GW solar installation by 2025 with 20% renewable energy in the total electricity portfolio.

Our 2017 financial results and 2018 business plans are described as follows:

1. 2017 Business Operations Report

In 2017, Neo Solar Power’s consolidated Net Sales reached NT$ 10,247 million, with a -38% YoY change. The decrease of Net Sales resulted from the business strategy transformation of gradually reducing the multicrystalline cell capacity. Besides, the slump average sales price and the recognition of losses from the long-term purchase agreement made the company’s Realized Gross Loss reach NT$ 1,983 million with Gross Margin of -19.35%. Although the company’s Operating Expenses was improved and decreased to NT$1,751 million, the Operating Expense Ratio still increased to 17.09% due to the lower Net Revenue. On the other hand, the company also recognized an Other Expenses of NT$158 million by scrapped Chunan fab facility. As a result, the company recorded the Operating Loss of NT$3,893 million and Net Loss in 2017 was NT$4,160 million. The consolidated cash and cash equivalents on hand as of the end of 2017 was NT$4,431 million. In principle, the Company will continue to enhance cash position and the overall financial operations will be conservative as usual.

2. 2018 Business Operations Plan

The Company is scheduled to merge with Gintech Energy Corp. and Solartech Energy Corp. (“the Merger”) and the surviving company will be renamed United Renewable Energy Co., Ltd. The furture plan, operation strategies and competitiveness from short to long term are listed as follows: Capacity Expansion Plan :

The current cell capacity of Neo Solar Power is 1.6GW and is expected to reach to 5GW after the Merger. To enhance the vertical integration, the modulre capacity is planned to expand to 3GW in the coming 2 to 3 years and the solar system businesses are targeted to reach 1GW per year in 5 years after the Merger.

R&D :

After the Merger, the three companies will leverage their acculumated technology leadership to form a

solar flagship company with the high-end products, such as PERC (Passivated Emitter and Rear Cell) and HJT (HeteroJunction) solar cells capacity, establishing technological thresholds and develop module brands for global markets.

Financials :

We always maintain a solid financial structure to react to market fluctuations. After the Merger, the increase of capital size is able to enhance the Company’s fund-raising capability, maintain the operation and investment cashflow, and diversify the operation risks to enable the Company’s contious growth.

On the other hand, integrating the three companies’ strengths in product R&D, manufactuiring process techonology and factory management to reduce cost as well as increasing operation performance. In addition, the bargin power will increase after the Merger due to the capital expansion. This could also reduce our purchasing cost and operating expenses to enhance profitability.

Sales and Marketing Strategy :

The Company will cultivate current business relationships with global tier 1 clients after the Merger. In order to expand the market share for our modules, we will develop new clients from emerging markets, leverage the opportunity of Taiwan’s domestic demand increase, expand our module capacity, establish our high-end module brand in both domestic and global markets, and reduce the Anti-dumping and Countervailing duties influence by exporting from our oversea manufacturing sites, to lower the dependence on one single market.

Solar System Projects Business :

With our Company’s high quality solar cells and modules, and the Taiwan government’s accumulated installation target of 20GW by 2025, NSP will continue to expand our domestic and global solar projects development. In the future, integrating the businesses from solar wafers, solar cells, solar modules and solar systems will enable United Renewable Energy to have a complete portfolio in mid-downstream supply chain of solar industry.

New Business Group :

United Renewable Energy will have sufficient capacity to foster the peripheral businesses related to solar industry (ex. backsheet, EVA and aluminum frame) and construct a self-sufficient supply chain to reach the target of vertical integration from up to downstream.

Looking into 2018, United Renewable Energy will create a new business model for Taiwan's green energy industry. In addition to maintaining our leadership in solar cell technology, the Company built up to become the paragon of vertical integration of the industry by means of expanding its global solar module capacity, establishing the high-end module brand and developing solar project businesses. The establishment of United Renewable Energy will allow Taiwan's solar cell industry to get rid of its role as foundries and further urge the green energy industry to root and grow strongly in Taiwan. It would also drive joint development of the related industry chains covering energy materials, electromechanical and services and maximize shareholder value for years to come.

Chairman: Sam, Hong

President: Andy, Shen

Accounting Officer: Garry, Huang

`【` ANNEX 2 `】`

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2017 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 30, 2018

`【` ANNEX 3 `】`

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, 2017 and 2016, 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 reports 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, 2017 and 2016, 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. Based on our audits and the reports of other auditors, 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, 2017. 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, 2017 are stated as follows:

Revenue recognition

The Corporation’s major income source is solar cell and module sales. In 2017, revenue from the sale of solar cells and modules decreased by 40.53% observably compared with the last year’s amount (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:

Understood and tested the design and operating effectiveness of the internal controls over revenue recognition to assess whether revenue recognition had been approved appropriately and the rights and risks of ownership had already been transferred.
Confirmed the accuracy of the amounts and timing of revenue recognition by selecting samples and checking against relevant evidence.
Confirmed the authenticity of the background information for the 10 largest new customers.

- Assessment of impairment losses on prepayments of long term purchase contract

To stabilize the supply of raw materials in the manufacturing process, the Corporation signed several long-term materials supply agreements and made certain prepayments to deduct actual purchases. The assessment of impairment losses on prepayments may be influenced by any worsening of the supplier’s financial position, negative variances in the solar energy industry, and declining prices of raw materials; any of these factors could result in a deceleration in the use of the prepayments. The assessment of impairment losses on prepayments by key management personnel is related to estimations of future cash flows and the identification of rates for recognizing impairment losses. Therefore, the assessment of impairment losses on prepayments is a key audit matter. The accounting policies on impairment losses on prepayments can be found in Notes 4-l and 5 to the accompanying financial statements. For the description of impairment losses on prepayments, refer to Notes 16 and 35 to the financial statements.

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

Assessed the reasonableness of the method used by key management personnel for recognizing impairment losses as well as the reasonableness of assumptions.
Tested the accuracy of relevant calculations of prepayment deductions and confirmed that the impairment loss was properly recognized when prepayments would not be fully applied.

Other Matter

The financial statements of some investee companies accounted for using the equity method were audited by other auditors. The amounts included in the financial statements for those investee companies were based solely on the report from other auditors. As of December 31, 2017 and 2016, the aforementioned investment accounted for using the equity method was NT$1,980,454 thousand and NT$1,644,917 thousand, respectively. For the years ended December 31, 2017 and 2016, the Corporation’s share of losses on the aforesaid investment accounted for using the equity method was NT$(14,751) thousand and NT$(278,193) thousand, respectively.

The financial statements of some investee companies accounted for using the equity method as of and for the year ended December 31, 2017, 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 accordance 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 reports of other auditors and the result of additional audit procedures performed 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, 2017 and 2016, the aforesaid investment accounted for using the equity method were NT$165,055 thousand and NT$1,369,590 thousand, respectively. For the year ended December 31, 2017 and 2016, the share of the gains and losses of the aforesaid investment accounted for using the equity method were a gain of NT$68,149 thousand and NT$(112,484) thousand, respectively.

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, 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:

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

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, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Deloitte & Touche Taipai, Taiwan Republic of China

March 30, 2018

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdiction. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 32) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 32) Notes and accounts receivable, net (Notes 4, 5, 10 and 32) Accounts receivable from related parties (Notes 4, 5, 10, 32 and 33) Other receivables (Notes 4, 10 and 32) Other receivables from related parties (Notes 4, 10, 32 and 33) Current tax assets (Notes 4, 5 and 25) Inventories (Notes 4, 5 and 11) Prepayments (Notes 4, 5, 16, 33 and 35) Non-current assets held for sale (Notes 4, 12 and 14) Other current assets (Notes 16, 32 and 34) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Notes 4, 5, 8 and 32) Financial assets carried at cost - non-current (Notes 4, 9 and 32) Investments accounted for using the equity method (Notes 4, 13, 27 and 28) Property, plant and equipment (Notes 4, 5, 12, 14, 33 and 34) Deferred tax assets (Notes 4 , 5 and 25) Prepayments - non-current (Notes 4, 5, 16, 33 and 35) Refundable deposits (Notes 4, 29, 32, 33 and 34) Other receivables from related parties - non-current (Notes 4, 10, 32 and 33) Other non-current assets (Notes 4, 16 and 34) Total noncurrent assets TOTAL		2017 Amount % $ 2,577,652 9 - - 1,130,496 4 242,898 1 9,603 - 2,228,268 8 4,417 - 1,241,348 5 126,599 - 137,688 1 569,356 2 8,268,325 30 59,000 - 23,849 - 6,669,856 24 6,524,410 24 46,059 - 763,727 3 585,491 2 2,862,904 10 1,861,596 7 19,396,892 70 $ 27,665,217 100		2016
				Amount % $ 6,047,121 19 11,889 - 2,352,214 7 253,951 1 48,402 - 1,825,892 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

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 17, 32 and 34) Short-term bills payable (Notes 17 and 32) Financial liabilities at fair value through profit or loss - current (Notes 4, 7, 17 and 32) Notes and accounts payable (Note 32) Accounts payable - related parties (Notes 32 and 33) Bonuses payable to employees and directors (Note 23) Payables to contractors and equipment suppliers (Notes 32 and 33) Accrued expenses (Notes 4, 19, 32, 33 and 35) Provisions - current (Notes 4 and 20) Receipts in advance (Note 33) Current portion of long-term bank loans (Notes 4, 17, 32 and 34) Other current liabilities (Notes 4 and 19) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4, 18, 32 and 34) Long-term bank loans (Notes 17, 32 and 34) Provisions - non-current (Notes 4 and 20) Deferred tax liabilities (Notes 4, 5 and 25) Guarantee deposits (Note 32) Credit balance of investments accounted for using the equity method (Notes 4 and 13) Other non-current liabilities (Notes 4 and 19) Total noncurrent liabilities Total liabilities EQUITY (Notes 4, 18, 22, 27 and 28) Common shares Capital surplus Retained earnings Accumulated deficit Other equity Total equity TOTAL		2017 Amount % $ 5,748,074 21 199,585 1 5,742 - 883,048 3 24,829 - 2,649 - 117,671 - 1,869,217 7 1,535 - 228,430 1 2,615,113 9 7,703 - 11,703,596 42 3,425,011 13 1,183,850 4 207,274 1 46,059 - 85 - 18,127 - 1,813 - 4,882,219 18 16,585,815 60 10,192,564 37 6,028,165 22 (4,611,501) (17) (529,826) (2) 11,079,402 40 $ 27,665,217 100		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

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

(With Deloitte & Touche auditors’ report dated March 30, 2018)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NET SALES (Notes 4, 23, 33 and 35) COST OF SALES (Notes 4, 5, 11, 24, 33 and 35) GROSS LOSS UNREALIZED GAINS FROM SALES REALIZED GROSS LOSS OPERATING EXPENSES (Notes 24 and 33) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 4, 5, 12, 14, 24 and 33) LOSS FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Foreign exchange gain (loss), net (Notes 4 and 24) Interest income (Notes 4, 24 and 33) Gain on disposal of investment Other income (Notes 4, 24 and 33) Dividends income (Notes 4 and 33) Other gains and losses (Notes 4 and 33) (Loss) gain on financial instruments at fair value through profit or loss (Notes 4, 7 and 18) Share of loss of subsidiaries and associates (Notes 4 and 13) Finance costs (Note 24) Total nonoperating expenses LOSS BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4, 5 and 25) NET LOSS FOR THE YEAR		2017 Amount % $ 9,119,985 100 11,195,316 123 (2,075,331) (23) (13,242) - (2,088,573) (23) 396,189 4 435,155 5 214,575 2 1,045,919 11 (157,946) (2) (3,292,438) (36) 69,625 1 59,446 1 36,506 - 14,140 - 2,400 - (121) - (122,296) (1) (334,083) (4) (586,979) (6) (861,362) (9) (4,153,800) (45) (363) - (4,154,163) (45)		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) (2,579) - 31,900 - - - 9,817 - - - (22,944) - 234,520 1 (1,366,211) (9) (326,945) (2) (1,442,442) (10) (6,309,505) (42) (281) - (6,309,786) (42) (Continued)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME (Note 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 (loss) income of subsidiaries Exchange differences on translating foreign operations Unrealized gain on available-for-sale financial assets Total other comprehensive (loss) income TOTAL COMPREHENSIVE LOSS FOR THE YEAR LOSS PER SHARE (Note 26) Basic loss per share Diluted loss per share		2017 Amount % $ (281,849) (3) (10,160) - (24,609) (1) (8,463) - (325,081) (4) $ (4,479,244) (49) $ (4.08) $ (4.08)		2016
				Amount % $ (63,407) - 9,760 - (267,038) (2) 8,055 - (312,630) (2) $ (6,622,416) (44) $ (6.53) $ (6.53)

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

(With Deloitte & Touche auditors’ report dated March 30, 2018)

(Concluded)

NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Common Shares Shares (In Thousands) Common Shares BALANCE AT JANUARY 1, 2016 858,161 $ 8,581,617 Offset of deficit against legal reserve - - Offset of deficit against capital surplus - - Issuance of common shares for cash 160,000 1,600,000 Reclassification of conversion option expired for convertible bonds - - Cancellation of restricted shares for employees (546 ) (5,465 ) Compensation costs of restricted shares for employees - - Actual disposals or acquisitions of interests in subsidiaries - - 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 1,017,615 10,176,152 Offset of deficit against capital surplus - - Additional paid-in capital reclassification - - Cancellation of restricted shares for employees (214 ) (2,138 ) Issuance of restricted shares for employees 1,855 18,550 Compensation costs of restricted shares for employees - - Actual disposals or acquisitions of interests in subsidiaries - - Effect of reorganization - - Net loss for the year ended December 31, 2017 - - Other comprehensive income for the year ended December 31, 2017, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2017 - - BALANCE AT DECEMBER 31, 2017 1,019,256 $ 10,192,564 The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditor’s report dated March 30, 2018)				Capital Surplus	Employee Share Restricted Shares Options for Employees $ 3,022 $ 125,661 - - - - - - - - - (7,012 ) - - - - - - - - - - - - 3,022 118,649 - - (3,022 ) (117,440 ) - (1,627 ) - 8,255 - - - - - - - - - - - - $ - $ 7,837		Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Deficits) $ 69,422 $ (1,238,096 ) (69,422 ) 69,422 - 1,168,674 - - - - - - - - - - - - - (6,309,786 ) - - - (6,309,786) - (6,309,786 ) - 6,309,786 - - - - - - - - - (445,947 ) - (11,391 ) - (4,154,163 ) - - - (4,154,163) $ - $ (4,611,501)	Other Equity	Unearned Employees Benefits $ (36,658 ) - - - - 12,477 19,515 - - - - - (4,666 ) - - 3,765 (26,805 ) 7,668 - - - - - $ (20,038)	Total Equity $ 19,756,294 - - 2,870,218 - - 19,515 39,048 292 (6,309,786 ) (312,630) (6,622,416) 16,062,951 - - - - 7,668 (500,582 ) (11,391 ) (4,154,163 ) (325,081) (4,479,244) $ 11,079,402
		Share Premium $ 11,404,787 - (1,168,674 ) 1,270,218 664,273 - - 39,048 - - - - 12,209,652 (6,309,786 ) 120,462 - - - - - - - - $ 6,020,328	Conversion of Bonds $ 507,846 - - - (507,846 ) - - - - - - - - - - - - - - - - - - $ -	Difference between Consideration and Carrying Amounts Adjusted Arising from Changes in Conversion of Percentage of Option of Ownership in Bonds Subsidiaries $ 156,427 $ 13,731 - - - - - - (156,427 ) - - - - - - - - 292 - - - - - - - 14,023 - - - - - - - - - - - (14,023 ) - - - - - - - - $ - $ -
							Legal Reserve $ 69,422 (69,422 ) - - - - - - - - - - - - - - - - - - - - - $ -	Unrealized (Loss) Foreign Currency Gain on Translation Available-for-sale Reserve Financial Assets $ 239,609 $ (71,074 ) - - - - - - - - - - - - - - - - - - (330,445) 17,815 (330,445) 17,815 (90,836 ) (53,259 ) - - - - - - - - - - (40,612 ) - - - - - (306,458) (18,623) (306,458) (18,623) $ (437,906) $ (71,882)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation Loss 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 Gain on disposal of investment Impairment loss on property, plant and equipment Impairment loss on intangible assets Impairment loss on prepayments (Reversal of allowance) allowance for loss on inventories Unrealized gain from sales Reversal of provisions Net (gain) loss on foreign exchange Share of loss of subsidiaries and associates Compensation costs of employee share options Compensation costs of restricted shares for employees Dividend income Interest income Finance costs Net loss (gain) on financial assets and liabilities at fair value through profit or loss Impairment loss recognized on accounts receivable Total amount of adjustment Changes in operating assets and liabilities: Notes and accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments (including noncurrent) Other current assets Notes and accounts payable Accounts payable - related parties Accrued expenses Provisions Receipts in advance Other current liabilities (Paid) refunded income taxes Net cash generated (used in) from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Net cash outflow from acquisition of investment accounted for using the equity method Net cash inflow on disposal of subsidiaries Decrease in non-current assets held for sale Acquisition of property, plant and equipment	2017 $ (4,153,800) 1,417,747 115,660 6,535 (1,383) - (36,506) 43,669 - 487,678 (253,658) 13,242 (4,113) (97,553) 334,083 - 7,668 (2,400) (59,446) 586,979 17,244 92,291 2,667,737 1,043,132 (3,020) 38,585 (153,093) 1,085,123 153,098 7,266 (50,434) 7,942 253,929 37,205 172,213 (215) (716) 1,104,952 (1,678,884) 967 1,209,182 (721,971)	2016 $ (6,309,505) 1,632,435 8,680 7,478 8,167 1,022,882 - 355,235 512,440 564,510 235,465 36,279 (121,187) 84,850 1,366,211 39,048 19,515 - (31,900) 326,945 (187,202) 218,473 6,098,324 1,172,138 (74,618) 17,744 (199,500) (519,067) (287,955) (4,526) (762,172) (14,909) (14,467) 38,621 (58,117) 726 1,603 (915,680) (2,135,859) - - (998,853) (Continued)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other receivables from related parties - non-current Financings provided to related parties Repayments by related parties (Increase) decrease in restricted assets (Increase) decrease in pledged time deposits Decrease in other non-current assets Interest received 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 Increase in short-term bill payable Decrease in short-term bill payable Proceeds from issue of bonds Repayments of bonds payable Proceeds from long-term bank loans Repayments of long-term bank loans Guarantee deposits received Proceeds from issuance of common shares for cash 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	2017 1,741 (575,303) $ 164,991 (1,679,240) (1,282,890) 916,350 (1,429,380) (166,856) 3,342 47,586 2,400 (5,187,965) 25,638,288 (25,404,347) - - - - 3,730,573 (3,091,610) 50 - (180,557) 692,397 (78,853) (3,469,469) 6,047,121 $ 2,577,652	2016 737 (137,239) $ 1,998 (1,089,798) (1,443,175) 323,700 448,575 170,585 5,949 16,860 - (4,836,520) 22,060,138 (20,108,441) 300,000 (100,000) 3,693,667 (3,805,600) 3,446,232 (2,803,232) - 2,870,218 (160,318) 5,392,664 (49,936) (409,472) 6,456,593 $ 6,047,121

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

(With Deloitte & Touche auditors’ report dated March 30, 2018)

(Concluded)

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, 2017 and 2016, 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, 2017 and 2016, 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. Based on our audits and the reports of other auditors, 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, 2017. 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, 2017 are stated as follows:

Revenue recognition

The Corporation’s major income source is solar cell and module sales. In 2017, revenue from the sale of solar cells and modules decreased 42.86% observably compared with the last year’s corresponding period (refer to Note 28 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:

Understood and tested the design and operating effectiveness of the internal controls over revenue recognition to assess whether revenue recognition had been approved appropriately and the rights and risks of ownership had already been transferred.
Confirmed the accuracy of the amounts and timing of revenue recognition by selecting samples and obtaining relevant evidence.
Confirmed the authenticity of the background information for the 10 largest new customers.
Assessment of impairment losses on prepayments of long term purchase contracts

To stabilize the supply of raw materials in the manufacturing process, the Corporation signed several long-term materials supply agreements and made certain prepayments to deduct actual purchases. The assessment of impairment losses on prepayments may be influenced by any worsening of the supplier’s financial position, negative variances in the solar energy industry, and declining prices of raw materials; any of these factors could result in a deceleration in the use of the prepayments. The assessment of impairment losses on prepayments by key management personnel is related to estimations of future cash flows and the identification of rates for recognizing impairment losses. Therefore, the assessment of impairment losses on prepayments is a key audit matter. The accounting policies on impairment losses on prepayments can be found in Notes 4-l and 5 to the accompanying consolidated financial statements. For the description of impairment losses on prepayments, refer to Notes 21 and 41 to the consolidated financial statements.

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

Assessed the reasonableness of the method used by key management personnel for recognizing impairment losses as well as the reasonableness of assumptions.
Tested the accuracy of relevant calculations of prepayment deductions and confirmed that the impairment loss was properly recognized when prepayments would not be fully applied.

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, 2017 and 2016, total assets of the aforementioned subsidiaries were 26.27% and 23.84% of the consolidated total assets, respectively. For the years ended December 31, 2017 and 2016, the operating revenue of these subsidiaries were 5.63% and 4.02% of the consolidated total operating revenue, respectively.

The financial statements of some investee companies accounted for using the equity method 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, 2017 and 2016, the aforementioned investments accounted for using the equity method were NT$32,650 thousand and NT$68,889 thousand, respectively. For the years ended December 31, 2017 and 2016, there was a loss of NT$(5,944) thousand and a gain of NT$11,363 thousand, respectively, from the aforesaid investments accounted for using the equity method.

Some subsidiaries included in the Corporation’s consolidated financial statements, which we have not audited but were audited by other auditors in accordance with different auditing standards, are based on a different framework than the accompanying consolidated financial statements. 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 reports of other auditors and the results 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, 2017 and 2106, total assets of the aforementioned subsidiaries were 5.60% and 1.60% of the consolidated total assets, respectively. For the years ended December 31, 2017 and 2016, the operating revenue of these subsidiaries was 0.38% and 0.26% of the consolidated total operating revenue, respectively.

The financial statements of some investee companies accounted for using the equity method, which we have not audited but were audited by other auditors in accordance with different auditing standards, are based on a different framework from the accompanying consolidated financial statements. 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 reports of other auditors and the results 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, 2017 and 2016, the aforesaid investments accounted for using the equity method were NT$3,590 thousand and NT$1,297,472 thousand, respectively. For the year ended December 31, 2017 and 2016, the Corporations share of the gains and losses of the aforesaid investments accounted for using the equity method were a loss of NT$(28,413) thousand and a gain of NT$33,184 thousand, respectively.

The financial statements of some investee companies accounted for using the equity method as of and for the year ended December 31, 2017, which are based on a different framework from the accompanying consolidated financial statements and which we have not audited, were audited by other auditors. 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 reports of other auditors. As of December 31, 2017, the aforesaid investments accounted for using the equity method were NT$81,718 thousand. For the year ended December 31, 2017, the Corporation’s share of the losses of the aforesaid investments accounted for using the equity method was NT$(18,562) thousand.

We have also audited the parent company only financial statements of the Corporation as of and for the years ended December 31, 2017 and 2016 on which we have issued an unqualified opinion with Other Matters.

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.

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

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.
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.

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, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Deloitte & Touche Taipei, Taiwan Republic of China

March 30, 2018

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 ,6, 33, 34, 35 and 38) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 38) Debt investments with no active market - current (Notes 4, 10 and 38) Notes and accounts receivable, net (Notes 4, 5, 11 and 38) Accounts receivable from related parties (Notes 4, 5, 11, 38 and 39) Finance lease receivables (Notes 4, 5, 12, 18, 38 and 40) Amount due from customers for construction contracts (Notes 4, 13, 38 and 39) Other receivables (Notes 4, 11 and 38) Other receivables from related parties (Notes 4, 11, 38 and 39) Current tax assets (Notes 4 and 30) Inventories (Notes 4, 14 and 40) Prepayments (Notes 4, 5, 20, 21, 39 and 41) Non-current assets held for sale (Notes 4, 15, 18 and 40) Other current assets (Notes 21, 38 and 40) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 38) Available-for-sale financial assets - non-current (Notes 4, 8 and 38) Financial assets carried at cost - non-current (Notes 4, 9 and 38) Debt investments with no active market - non-current (Notes 4, 10 and 38) Investments accounted for using the equity method (Notes 4 and 17) Property, plant and equipment (Notes 4, 5, 15, 18, 39 and 40) Intangible assets (Notes 4, 19 and 33) Deferred tax assets (Notes 4 and 30) Finance lease receivables - non-current (Notes 4, 5, 12, 18, 38 and 40) Prepayments - non-current (Notes 4, 5, 20, 21 and 41) Refundable deposits (Notes 4, 39 and 40) Other receivables from related parties - non-current (Notes 4, 11, 38 and 39) Prepayments for leases (Notes 4 and 20) Other non-current assets (Notes 21 and 40) Total non-current assets TOTAL		2017 Amount % $ 4,430,627 13 106 - - - 1,300,076 4 170,506 - 195,295 1 64,295 - 99,626 - 1,765,926 5 8,557 - 2,972,591 9 205,275 1 280,778 1 1,079,956 3 12,573,614 37 141,514 - 109,065 - 54,546 - 149,240 - 1,887,773 6 11,162,899 33 261,350 1 90,529 - 3,798,494 11 1,010,072 3 852,023 2 194,664 1 19,700 - 1,940,462 6 21,672,331 63 $ 34,245,945 100		2016 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 8,007,136 22 Short-term bank loans (Notes 22, 38 and 40) Short-term bills payable (Notes 22 and 38) 11,889 - Financial liabilities at fair value through profit or loss - current 145,256 1 (Notes 4, 7 and 38) 2,581,479 7 Notes and accounts payable (Note 38) 101,322 - Accounts payable to related parties (Notes 38 and 39) 98,585 - Amount due to customers for construction contracts (Notes 4, 13, 38 and 39) - - Bonuses payable to employees and directors (Note 29) 117,546 - Payables to contractors and equipment suppliers (Notes 38 and 39) 900,012 3 Accrued expenses (Notes 4, 24, 38 and 39) 8,031 - Current tax liabilities (Notes 4 and 30) 4,883,357 13 Provisions - current (Notes 4 and 25) 404,262 1 Receipts in advance (Note 39) 39,881 - Current portion of long-term bank loans and preference share liabilities 349,795 1 (Notes 22, 23, 38 and 40) Other current liabilities (Note 24) 17,648,551 48 Total current liabilities NON-CURRENT LIABILITIES - - Financial liabilities at fair value through profit or loss - non-current 127,688 - (Notes 4, 7 and 38) 54,595 - Bonds payable (Notes 4, 23, 38 and 40) 161,395 - Long-term bank loans (Notes 22, 38 and 40) 2,029,759 6 Provisions - non-current (Notes 4 and 25) 12,097,204 33 Deferred tax liabilities (Notes 4 and 30) 314,879 1 Guarantee deposits 45,430 - Preference share liabilities (Notes 4, 22 and 38) 1,640,449 5 Other non-current liabilities (Note 24) 1,383,917 4 438,095 1 Total non-current liabilities 36,798 - Total liabilities 22,165 - 853,893 2 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT (Notes 27, 32 and 35) 19,206,267 52 Common shares Capital surplus Retained earnings Accumulated deficit Other equity Total equity attributable to shareholders of the parent NON-CONTROLLING INTERESTS (Notes 16 and 35) Total equity $ 36,854,818 100 TOTAL		2017 Amount % $ 8,229,315 24 606,396 2 5,742 - 1,104,640 3 12,820 - 71,963 - 8,242 - 507,879 2 2,536,941 8 19,462 - 1,609 - 374,623 1 3,101,105 9 98,835 - 16,679,572 49 94,014 - 3,425,011 10 2,158,036 6 246,033 1 53,125 - 36,595 - 26,419 - 189,330 1 6,228,563 18 22,908,135 67 10,192,564 30 6,028,165 18 (4,611,501 ) (14 ) (529,826) (2) 11,079,402 32 258,408 1 11,337,810 33 $ 34,245,945 100		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

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

(With Deloitte & Touche auditors’ report dated March 30, 2018)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NET SALES (Notes 4, 28, 39 and 41) COST OF SALES (Notes 4, 14, 29, 39 and 41) GROSS LOSS (UNREALIZED) REALIZED GAINS FROM SALES REALIZED GROSS LOSS OPERATING EXPENSES (Notes 29 and 39) Selling General and administrative Research and development Total operating expenses OTHER INCOME AND EXPENSES (Notes 15, 18 and 29) LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Gain on disposal of investments Interest income (Notes 29 and 39) Other income (Notes 29 and 39) Foreign exchange gain (loss), net (Notes 29 and 39) Dividends income Share of profit of associates and joint ventures (Notes 4 and 17) Gain on disposal of power facilities business (Note 12) Other gains and losses (Loss) gain on financial instruments at fair value through profit or loss (Notes 4 and 7) Finance costs (Notes 22 and 29) Total non-operating income and expenses		2017 Amount % $ 10,247,887 100 12,204,604 119 (1,956,717) (19) (26,678) - (1,983,395) (19) 761,073 7 723,884 7 266,224 3 1,751,181 17 (158,372) (2) (3,892,948) (38) 344,039 3 162,255 1 85,329 1 73,979 1 4,415 - 1,488 - - - (4,123) - (179,008) (2) (726,152) (7) (237,778) (3)		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) 40,240 - 103,757 1 33,750 - (13,536) - - - 10,754 - 19,830 - (19,864) - 191,484 1 (431,063) (2) (64,648) - (Continued)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

LOSS BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT (Notes 4 and 30) NET LOSS FOR THE YEAR OTHER COMPREHENSIVE (LOSS) INCOME (Note 29) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized (losses) gains on available-for-sale financial assets Total other comprehensive loss TOTAL COMPREHENSIVE LOSS FOR THE YEAR NET LOSS ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests LOSS PER SHARE (Note 31) Basic loss per share Diluted loss per share		2017 Amount % $ (4,130,726) (41) (29,263) - (4,159,989) (41) (344,571) (3) (18,623) - (363,194) (3) $ (4,523,183) (44) $ (4,154,163) (41) (5,826) - $ (4,159,989) (41) $ (4,479,244) (44) (43,939) - $ (4,523,183) (44) $ (4.08) $ (4.08)		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)

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

(With Deloitte & Touche auditors’ report dated March 30, 2018)

(Concluded)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

				Equity Attributable to Shar	Equity Attributable to Shar	eholders of the Par	t
Common S	hares ommon Shares $ 8,581,617 - - 1,600,000 - (5,465 ) - - - - - - - 10,176,152 - - (2,138 ) 18,550 - - - - - - - - - - $ 10,192,564			Capital Surplus		estricted Shares for Employees $ 125,661 - - - - (7,012 ) - - - - - - - 118,649 - (117,440 ) (1,627 ) 8,255 - - - - - - - - - - $ 7,837	Retained Earnings Unappropriated Earnings (Accumulated Legal Reserve Deficits) $ 69,422 $ (1,238,096 ) (69,422 ) 69,422 - 1,168,674 - - - - - - - - - - - - - - - (6,309,786 ) - - - (6,309,786) - (6,309,786 ) - 6,309,786 - - - - - - - - - - - - - (445,947 ) - (11,391 ) - - - - - (4,154,163 ) - - - (4,154,163) $ - $ (4,611,501)		Other Equity	Unearned Employees Benefits $ (36,658 ) - - - - 12,477 19,515 - - - - - - (4,666 ) - - 3,765 (26,805 ) 7,668 - - - - - - - - - $ (20,038)
		Share Premium $ 11,404,787 - (1,168,674 ) 1,270,218 664,273 - - 39,048 - - - - - 12,209,652 (6,309,786 ) 120,462 - - - - - - - - - - - - $ 6,020,328	Conversion Premium of Convertible Bonds $ 507,846 - - - (507,846 ) - - - - - - - - - - - - - - - - - - - - - - - $ -	Conversion Option of Convertible Bonds $ 156,427 - - - (156,427 ) - - - - - - - - - - - - - - - - - - - - - - - $ -	Difference between Consideration and Carrying Amounts Adjusted Arising from Changes in Percentage of Ownership in Employee Share R Subsidiaries Options $ 13,731 $ 3,022 - - - - - - - - - - - - - - 292 - - - - - - - - - 14,023 3,022 - - - (3,022 ) - - - - - - - - - - (14,023 ) - - - - - - - - - - - - - $ - $ -
								Foreign Currency Translation A Reserve F $ 239,609 - - - - - - - - - - (330,445) (330,445) (90,836 ) - - - - - - - (40,612 ) - - - - (306,458) (306,458) $ (437,906)	Unrealized (Losses) Gains on vailable-for-sale inancial Assets $ (71,074 ) - - - - - - - - - - 17,815 17,815 (53,259 ) - - - - - - - - - - - - (18,623) (18,623) $ (71,882)
Shares (In Thousands) C 858,161 - - 160,000 - (546 ) - - - - - - - 1,017,615 - - (214 ) 1,855 - - - - - - - - - - 1,019,256

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

(With Deloitte & Touche auditors’ report dated March 30, 2018).

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation Impairment loss recognized on accounts receivable Amortization Net loss (gain) on financial assets and liabilities at fair value through profit or loss Gain on disposal of investments Gain on disposal of power facilities business (Reversal of) write-downs of inventories Share of loss of associates and joint ventures Impairment loss on financial assets Unrealized (realized) gain from associates Reclassifications from property, plant and equipment to expenses Loss on disposal of property, plant and equipment Impairment loss on property, plant and equipment Impairment loss on intangible assets (Gain) loss on disposal of non-current assets held for sale Impairment loss on prepayments Compensation costs of restricted shares for employees Compensation costs of employee share options Interest income Dividends income Finance costs Reversal of provisions Net gain 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 Amount due from customers for construction contracts Inventory Prepayments (including non-current) Other current assets Notes and accounts payable Accounts payable to related parties Amount due to customers for construction contracts Bonuses payable to employees and directors Accrued expenses Deferred revenue Receipts in advance Other current liabilities Provisions Income taxes paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of power facilities business Proceeds of debt investments with no active market Net cash inflow on disposal of associates and joint ventures Acquisition of associates and joint ventures Decrease in prepayments for investments Net cash (outflow) inflow on acquisition of subsidiaries Net cash inflow on disposal of subsidiaries	2017 $ (4,130,726 ) 1,722,433 78,222 15,958 11,530 (326,766 ) - (272,126 ) (1,488 ) - 26,678 7,313 116,086 43,669 - (1,383 ) 487,678 7,668 46 (401,454 ) (4,415 ) 726,152 (4,249 ) (241,620) 1,989,932 1,096,040 (79,326 ) 1,364,171 (407,038 ) (64,295 ) 253,424 162,216 (88,016 ) (1,217 ) (11,489 ) 71,963 5,593 16,095 (33,613 ) 285,835 5,335 40,062 (41,021) 433,925 - 146,453 40,682 (15,800 ) - (143,481 ) 432,697	2016 $ (6,415,607 ) 1,970,421 250,479 3,918 (190,786 ) (40,240 ) (19,830 ) 252,198 (10,754 ) 1,022,882 (2,430 ) 7,928 474,984 355,235 512,440 8,023 586,114 19,515 39,442 (190,405 ) - 431,063 (126,632 ) (3,024) 5,350,541 1,644,100 215,595 (50,850 ) (253,845 ) - (898,773 ) (282,468 ) (92,961 ) (792,385 ) 184,769 - - (12,619 ) (24,412 ) (43,531 ) 41,614 47,248 (37,531) (1,421,115) 494,000 - - (1,922,515 ) 3,632 18 21,050 (Continued)

29 -

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Proceeds from sale of non-current assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in restricted assets (Increase) decrease in pledged time deposits Decrease in pledged bank acceptances Decrease in finance lease receivables (Increase) decrease in other receivables from related parties - non-current Financing provided to related parties Repayments by related parties Interest received Dividends received Increase in refundable deposits Decrease in refundable deposits Increase in other non-current assets Decrease in other non-current 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 Proceeds from issue of preference share liabilities Repayments of preference share liabilities Increase in guarantee deposits Decrease in guarantee deposits Proceeds from issuance of common shares for cash Interest paid (Decrease) increase in non-controlling 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	2017 $ 1,209,182 (4,162,284) 1,741 (1,528,825) (166,856) - 91,296 (80,826) (1,282,890) 916,350 298,514 4,415 (645,599) 222,418 (22,125) 3,343 (4,681,595) 28,161,918 (27,300,484) 705,400 (348,300) - - 4,625,026 (3,510,782) 34,948 (470,000) 73 (91) - (360,764) (779,017) 757,927 (86,766) (3,576,509) 8,007,136 $ 4,430,627	2016 $ 2,889 (3,375,000) 9,177 409,223 170,585 50,744 76,980 4,306 (140,454) 13,734 133,020 - (178,997) 71,970 - 14,617 (4,141,021) 25,425,431 (24,134,102) 300,000 (100,000) 3,693,667 (3,805,600) 3,969,618 (2,934,458) - - 40,413 (1,206) 2,870,218 (234,471) 36,867 5,126,377 (55,857) (491,616) 8,498,752 $ 8,007,136

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

(With Deloitte & Touche auditors’ report dated March 30, 2018)

(Concluded)

30 -

【 ANNEX 4 】

Neo Solar Power Corporation

Adoption of the Proposal for Deficit Compensation

2017

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
	Total	Grand Total
Undistributed Earnings	0
Current period after-tax net loss	(4,154,163,242)
Difference in amount of acquired or disposed subsidiaries’ s equity and carryingamount	(445,946,328)
Effect of reorganization	(11,391,364)
Current year expected loss compensation		(4,611,500,934)
Current year compensation items
Capital surplus - share premium (employee restricted shares)	117,440,167
Capital surplus - share premium (employee share options)	3,021,632
Capital Surplus-Share premiums	4,491,039,135
Amount to be compensated after thisyear		0
We plan to offset the losses with capital reserve of $4,611,500,934. After this, losses to be offset are $0.

We plan to offset the losses with capital reserve of $4,611,500,934. After this, losses to be offset are $0.

31 -

APPENDIX

32 -

【 APPENDIX I 】

Articles of Incorporation of Neo Solar Power Corporation

Chapter I. General Provisions

Article 1

This Corporation, organized under the Company Act of the Republic of China, shall be named: United Renewable Energy Co., Ltd. (the “Corporation”).

Article 2

The scope of business of the Corporation shall be:

CC01080 Electronic Parts and Components Manufacturing
CC01090 Batteries Manufacturing
C C01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
D101040 Non-Public Electric Power Generation
IG03010 Energy Technical Serviecs
F119010 Wholesale of Electronic Materials (Operation is restricted to be made outside Hsinchu Science Park)
F219010 Retail Sale of Electronic Materials(Operation is restricted to be made outside Hsinchu Science Park)
F401010 International Trade

To research, develop, design, manufacture and sell following products:

(1) Solar batteries and related systems.

(2) Solar power generation modules and wafers.
(3) Also engage in imports and exports in relation to the products of the Corporation.

Article 3

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

Article 4

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

Article 5

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

Chapter II. Shares

Article 6

The total capital of the Corporation is authorized at NT$32,000,000,000, which is divided into 3,200,000,000 common shares with a par value of NT$10 per share. Out of the total capital, NT$800,000,000, which are divided into 80,000,000 common shares with a par

33 -

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 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

34 -

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, 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 to 13 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 to 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.

35 -

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 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;
36 -
(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.

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

Article 25

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

Article 26

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

Article 27

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

Article 28

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

Article 29

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

Chapter V Managerial Officers

Article 30

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

Article 31

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

37 -

Chapter VII. Accounting

Article 32

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

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

Article 33

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.

38 -

Article 35

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

Article 36

These Articles of Incorporation are adopted on August 12, 2005. The 1st amendment is made on September 12, 2005. The 2nd amendment is made on November 3, 2005. The 3rd amendment is made on November 21, 2005. The 4th amendment is made on December 30, 2005. The 5th amendment is made on May 17, 2006. The 6th amendment is made on July 28, 2006. The 7th amendment is made on August 28, 2006. The 8th amendment is made on May 17, 2007. The 9th amendment is made on December 26, 2007. The 10th amendment (Part I) is made on May 30, 2008. The 10th amendment (Part II, 1[st] revision) is made on May 30, 2008. The 10th amendment (Part II, 2[nd] revision) is made on May 30, 2008. The 11th amendment is made on June 30, 2008. 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 The 19th amendment is made on June 14, 2017 The 20th amendment is made on March 28, 2018. The amendment to Articles 6 and 17 were effected on March 28, 2018. The amendment to Article 1 will be effective on the merger record date with Gintech Energy Corporation and Solartech Energy Corporation.

Neo Solar Power Corporation Chairman: Sam Chum-Sam Hong

39 -

【 APPENDIX II 】

NEO SOLAR POWER CORPORATION

SHAREHOLDINGS OF ALL DIRECTORS

Total shares issued as of the annual general shareholder’s book closing date on 4/22/2018: 1,019,256,480 common shares.
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 4/22/2018, the directors had the following shareholdings as recorded of the shareholders register:
(1) As of 4/22/2018, minimum shares of shareholdings of all directors:

Title	Minimum shares	Recorded of the shareholders register
Director	32,000,000 shares	172,261,996 shares

(2) As of 4/22/2018, shares list of shareholdings of directors:

Title	Name	Current Shareholding (Shares)
Chairman	Sam Chum-Sam Hong	1,219,945
Director	Delta Electronics, Inc. representative`：`Lanford Liu	167,145,851
Director	Delta Electronics, Inc. representative`：`Albert Chang
Director	Kun-Si Lin	3,275,763
Director	Andy Wei-Jiun Shen	620,437
Independent Director	Simon Lin	0
Independent Director	Shyur-Jen Chien	0
Independent Director	C.H. Chen	0
Total		172,261,996

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

AI assistant

URE — AGM Information 2018

52346_rns_2018-12-03_23dfc172-3ddd-44f7-8a7e-9ab3b41e5b26.pdf

Neo Solar Power Corporation.

2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING MEETING AGENDA

TABLE OF CONTENTS

APPENDIX

NEO SOLAR POWER CORPORATION

2018 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

VII. Meeting Adjourned

NEO SOLAR POWER CORPORATION 2018 ANNUAL SHAREHOLDERS’ MEETING AGENDA

I. Call Meeting to Order

II. Chairman’s Address

III. Report Items:

IV. Matters for Ratification

VI. Other Business and Special Motion

VII. Meeting Adjourned

Report Items

Matters for Ratification

Explanatory Notes:

Matters for Discussion

Other Business and Special Motion

Meeting Adjourned

【 ANNEX 1 】

NEO SOLAR POWER CORPORATION 2017 BUSINESS REPORT

bring growth momentum for NSP.

1. 2017 Business Operations Report

2. 2018 Business Operations Plan

R&D :

Financials :

Sales and Marketing Strategy :

Solar System Projects Business :

New Business Group :

Chairman: Sam, Hong

【 ANNEX 2 】

NEO SOLAR POWER CORPORATION

Audit Committee’s Review Report

【 ANNEX 3 】

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

- Assessment of impairment losses on prepayments of long term purchase contract

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

NEO SOLAR POWER CORP.

BALANCE SHEETS DECEMBER 31, 2017 AND 2016

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NEO SOLAR POWER CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NEO SOLAR POWER CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

NEO SOLAR POWER CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

URE AGM Information 2018

`【` ANNEX 1 `】`

`【` ANNEX 2 `】`

`【` ANNEX 3 `】`