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Lite-On Technology Corporation

Annual General Meeting of Shareholders for 2017

Meeting Agenda

Date: June 22, 2017 at 9:00 a.m.

Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City

(International Convention Center, Lite-On Technology Building)

Stock code

2301

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Meeting Procedure for the Annual General Meeting of Shareholders for 2017

I. Chairperson Calls Meeting to Order

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

IV. Proposals and Discussions

V. Provisional Motions

VI. Adjournment

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Agenda of the Annual General Meeting of Shareholders for 2017

I. Chairperson Calls the Meeting to Order (and reports equity shares in attendance)

II. Opening Remarks by the Chairperson

III. Reports on Company Affairs

i. 2016 Business Report

ii. Audit Committee’s Review Report on 2016 Financial Statements

iii. Employees and Directors compensation for 2016

IV. Proposals, Election and Discussions

i. Adoption of 2016 Financial Statements

ii. Adoption of the Proposal for Appropriation of 2016 Earnings

iii. Amendment to “Articles of Incorporation”

iv. Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”

v. Amendment to “Procedures for the Acquisition and Disposal of Assets”


VI. Adjournment

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III. Reports on Company Affairs i. 2016 Business Report

Explanation: Please refer to attachment 1 - 2016 Business Report of the Company.

ii. Audit Committee’s Review Report on the 2016 Financial Statements

Explanation:

1. 2016 Financial Statements of the Company have been duly audited by Certified Public Accountant Ke, Jason and

Certified Public Accountant Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan. The aforementioned

financial statements, business report, and proposals for Earnings appropriation have been duly reviewed by the Audit

Committee. Audit Committee’s Review Report is provided herein.

2. For details of the Certified Public Accountants’ Audit Report and aforementioned Financial Statements, please refer to

Attachment 2 & Attachment 3.

3. For the Review Report provided by the Audit Committee, please refer to Attachment 4.

iii. Employees and Directors compensation for 2016

Explanation:

1. The Company allocated the profit of 2016 to employees and directors as compensation and were discussed and resolved

in the Board of Directors meeting convened on February 24, 2017, all paid in cash.

2. The Company’s Board of Directors resolved 2016 compensation distributed to employees at the amount of

NT$1,332,413,716 and to directors at the amount of NT$80,038,986.

IV. Proposals and Discussions

Proposed by the Board of Directors

i. Proposal: Adoption of 2016 Financial Statements.

Explanation:

2. 2016 financial statements have been audited by Certified Public Accountant Ke, Jason and Certified Public Accountant

Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of

Directors meeting convened on February 24, 2017.

3. The aforementioned financial statements and business report were reviewed by the Audit Committee.

4. For the business report for Year 2016, please refer to Attachment 1.

5. For the financial statements for Year 2016, please refer to Attachments 2 & 3.

6. Please proceed to adopt.

Resolution:


ii. Proposal: Adoption of the Proposal for Appropriation of 2016 Earnings Explanation:

1. The proposal for Lite-on Technology’s (the Company) 2016 appropriation of earnings was already resolved in the Board of

Directors meeting convened on February 24, 2017.

2. In Fiscal Year 2016, the Company made a net profit of NT$9,416,351,348. By adding unallocated retained earnings of the

previous year of NT$6,892,155,162, deducting adjustments on the equity method investments of NT$14,722,301, deducting

adjustments on re-measurement on define benefit plans recognized in retained earnings of NT$41,578,020, setting aside

special reserve of NT$940,275,733 and 10% of net profit as legal reserve of NT$941,635,135, total distributable earnings for

the year amounted to NT$14,370,295,321. 3. The profit to be distributed among shareholders shall be NT$6,864,531,733 in cash dividends (NT$2.92 per share). The

distribution of cash dividends shall be based on share ratio and rounded off to the integer. Fractional dividend amounts that are

less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be

adjusted in this order until the total amount of cash dividend distribution is met. For dividend distribution chart and

descriptions, see Attachment 5.

4. In the event of repurchase of the Company’s shares, transfer, conversion or annulment of treasury stocks, and exercise of

employees’ stock options, leading to a change in the number of outstanding shares and a consequent change in dividend yield,

it is proposed that the Board of Directors are authorized to duly adjust cash payout rates.

5. For distribution of cash dividends, after resolution in this shareholders’ meeting, it is proposed that the Board of Directors be

authorized to determine the ex-dividend date and to put it into promulgation as required by law.

6. Please proceed to adopt.

Resolution


iii. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.

Explanation:

1. In order to enhance our company’s corporate governance disclosure and protect our shareholders’ interests, including

maintaining our company’s long-term financial planning, we are making our company dividend policy more specific and clear, an

amendment to “The Articles of Incorporation” is proposed.

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2. Please refer to Attachment 6 for a comparison of the contents before and after amendment.

3. Please refer to Appendix 2 for the full contents before amendment.

4. Please discuss and resolve.

Resolution:


iv. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, please

discuss and resolve.

Explanation:

1. In order to comply with regulations from competent authorities and to satisfy the Company’s needs, an amendment to

“Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” is proposed.



Resolution:


v. Proposal: Amendment to “Procedures for the Acquisition and Disposal of Assets”, please discuss and resolve.

Explanation:

1. In order to comply with No.1060001296 of the Financial Supervisory Commission dated February 9, 2017 and to satisfy the

Company’s needs, an amendment to “Procedures for the Acquisition and Disposal of Assets” is proposed.



Resolution:


VI. Adjournment

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Attachment 1

Lite-On Technology Corporation Business Report

Dear Shareholders,

Despite many challenges and changes in global economic environment and technology industries in 2016, Lite-On marched ahead

like a ship sailing against the wind. With the dedication of all colleagues and optimized steadying operations after the Group's nine in

one integration, we not only overcame the challenges, but also showed a positive growth and gained wide recognition from

international investors. In 2016, Lite-On focused on Internet of Things (IoT) applications in cloud computing, LED lighting,

automotive electronics, biomedical technology, and industrial automation as our five key areas of transforming. The global

consolidated revenue amounted to NT$229.57 billion, which represented a yearly growth of 6%. Our net profit after taxes was

NT$9.416 billion for the year, which was a record high after the four-in-one integration in 2002. Our annual earnings per share (EPS)

reached NT$4.05; a yearly growth of 30%, which was also a record high in the last six years.

Business Performance

Since the integration of group resources and organizations in 2014, Lite-On continued to focus on profitability, sound governance,

and improving shareholders' returns as our main operation strategies, and actively worked towards business transformation so that a

new light can shine on our 2016 business performance. In the Opto-electronics business, market share of invisible LED application

and LED component continued to increase, LED vehicle lighting and street light also experience market expansion, coupled with

growth of high-end camera module. In the Information technology business, cloud-computing products showed outstanding growth in

revenue, supported by shipments increase of high-end servers and networking power management systems. Meanwhile, the growth

was also driven by ongoing market share gains in keyboards, mousse and peripherals and delivery growth in laser models of

Multi-Function Peripherals. In the storage business, also benefited greatly from increasing demand from cloud computing and storage

related applications.

Lite-On focuses on IoT applications in cloud computing, LED lighting, automotive electronics, biomedical technology, and industrial

automation as our five key areas of transformation. Among which, cloud computing, high-end camera modules, and LED/outdoor

lighting have entered a mature phase; their combined share of Lite-On's annual total revenue was over 30%. In 2016, Lite-On's LED

optoelectronic semiconductor applications were successfully adopted in IoT-relevant solutions, such as vehicle lighting, smart

production, wearable devices, smart homes, and smart healthcare. Leotek Lighting Department successfully won the tender for LED

street lights in Jordan, which opened market opportunities for energy-saving LED street lights in the Middle East. Skyla® HB1, the

fully-automated clinical chemistry analyzer developed by the Medical and Biotech Department received CFDA certification in China.

The Department also launched a new product, the skyla® Hi, a POC immunoassay analyzer, which only requires a minimal amount

of blood from a fingertip for rapid testing of HbA1c in diabetes patients. In addition, the Department also established the first

overseas biotech R&D center in Singapore as a means to develop highly competitive point-of-care products. In order to support client

operations, Lite-On and the Export Processing Zone Administration, MOEA

jointly launched the first land turnover renewal project in the Nantze Export Processing Zone, in preparation for the expansion of the

Automotive Electronics Department and new business development.

Corporate Social Responsibility

Nationally, Lite-On has received CommonWealth Magazine's CSR Award for ten consecutive years, the Taiwan Corporate

Sustainability Award six times, and Global Views Monthly's Excellence in Corporate Social Responsibility Award eight times.

Internationally, Lite-On has been listed as a constituent stock on the Dow Jones Sustainability Index (DJSI) for six years in a row and

a place on the Morgan Stanley (MSCI) Sustainability Report for two years in a row. After being featured on the A List in the Climate

Disclosure Leadership Index (CDLI) from 2014 to 2015, Lite-On has been benchmarked as “Leadership Level” in the Information

Technology sector and the Technology Hardware & Equipment industry by Carbon Disclosure Project (CDP) in 2016. Lite-On also

received first place in Taiwan and third place in Asia in the Channel NewsAsia Sustainability Rankings. Through transparent

information disclosure, Lite-On was listed in the top 5% of the Corporate Governance Evaluation System of Taiwan Stock Exchange

in 2016.

Future Outlook

Lite-On aims to become a centenarian corporation, and the key for long-lasting operation is profitability and values generated by the

Corporation. The IT industry is in a transformational new era. The traditional contract manufacturing mode with mass producing a

few models is diminishing. The industry and product life cycles have been drastically reduced. Nowadays, IT and traditional

industries alike are starting to transform by following the IoT trend; these factors are forcing the electronics industry towards

transformation and upgrade.

LIte-On is no exception. The aim for Lite-On's transformation is to increase profitability; this signifies not only changes in the

business model or product portfolio, but also an ability to continually generate optimized profitability to ensure Lite-On's

sustainability. The adjustments made in the Company's corporate governance were not easy; however, Lite-On's outstanding business

results in 2016 have shown us that transformation was the right choice and it is also a reachable goal. Lite-On will stay with this

strategy and development direction and continue to integrate the Group's resources to develop a prospective new business and to set

the foundation for becoming a centenarian corporation.

In Lite-On's history, we have faced many challenges and difficulties. However, from the process of overcoming these obstacles, we

grew stronger and achieved outstanding results. Looking ahead, the global political and economic environment is still filled with

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uncertainty. Through the "One Lite-On" program, Lite-On has successfully simplified its organization and structure, improved its

finances and reduced operational costs, as well as increased its resource utilization, so that the Company may continue to expand its

automated production capabilities, optimize its production capacity and efficiency, and streamline processes for better productivity

and performance. Now, we are prepared to face new challenges with improved corporate governance and a cautious but optimistic

attitude. In different fields all over the world, innovation of all forms are breaking out like wild fire in order to create a whole new

type of smart living for the future. Lite-On is blessed to be a part of this industry revolution. We are currently working on establishing

the differentiation between our core businesses and new businesses on a global level through innovative thinking and solid

implementation. The aim is to become the top choice as a business partner in providing innovative designs, hardware manufacturing,

and all types of application to our clients from all over the world in areas such as lighting, electricity, energy conservation, and smart

technologies. We sincerely hope that each and every colleague, client, supplier, and business partner of Lite-On will continue to give

us their full support and recognition to work toward a wonderful start in 2017 as well as a successful transformation, and to become

part of the team that established Lite-On as a "centenarian corporation".

Chairperson: Manager: Chief Accountant:

Attachment 2

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders


Opinion

We have audited the accompanying financial statements of Lite-On Technology Corporation (the Company), which comprise the balance sheets

as of December 31, 2016 and 2015, and the statement 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, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended, in conformity 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 Company in

accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the

year ended December 31, 2016. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on these matters.

For the year ended December 31, 2016, the key audit matters to the Company’s financial statements were as follows:

Allowance for impairment loss for trade receivables

The recoverable amount from allowance for impairment loss is determined by management’s evaluation of the credit risk of overdue receivables,

and it is affected by management’s assumption of a client’s credit quality. In our audit, we focused on clients with significant trade receivable

balances and those with overdue balances, and we evaluated the reasonableness of management’s estimation on the allowance for impairment

loss.

For a summary of significant accounting policies on impairment loss for trade receivables, refer to Note 4 to the Company’s financial statements.

Refer to Note 9 to the Company’s financial statements for the carrying amount of trade receivables. Our audit procedures for the

aforementioned key audit matter are described as follows:

1. We assessed both the trade receivables aging report classified by client credit rating and the reasonableness of the percent of impairment loss

allowance; this assessment included the implementation of the computer audit sampling procedures to test the correctness of the trade

receivable aging report. We compared the aging reports of current and prior accounting periods and examined both periods’ bad debt

write-offs. We confirmed the recoverability of outstanding trade receivables by testing the after period end collection of receivables.

2. We reviewed approval of client credit terms and examined reversals in the trade receivables subledger in order to assess the effectiveness of

internal controls relevant to trade receivables.

Allowance for Inventory Valuation Loss

The value of the inventory is affected by the volatility of the market demand and the ever-changing technology which could make inventory

outdated and obsolete. The allocation of inventory cost elements and estimations of the net realizable value of inventory require management’s

subjective judgment. In our audit, we focused on if the value of inventory was evaluated according to IAS 2, which is based on the lower of cost

or net realizable value method. We also assessed the reasonableness of management’s estimation of the allowance for inventory valuation loss.

For summary of the significant accounting policies on inventory valuation, refer to Note 4 to the Company’s financial statements. Refer to Note

10 to the Company’s financial statements for the carrying amount of inventory. Our audit procedures for the aforementioned key audit matter

are described as follows:

1. We assessed both the inventory aging report classified by product types and the reasonableness of the percent of allowance for inventory

valuation loss; this assessment included the implementation of the computer audit sampling procedures to test the correctness of the inventory

aging report. We compared the amount of allowances in prior years to actual amount of write-downs in order to evaluate the

appropriateness of the policy implemented relevant to the allowance for inventory valuation loss.

2. We obtained information of the year-end allowance for inventory valuation loss and inventory aging reports, and we compared the current

and prior years’ allowances and analyzed any differences. We drew samples from the year-end inventory and compared the most recent

price of goods sold to the carrying amount to ensure the inventory had been valued by the lower of cost or net realizable value method.

3. We obtained year-end inventory quantities from the inventory accounts book and compared it with data from the physical inventory count to

test the existence and completeness of management’s assumption. Through the physical inventory count, we evaluated the conditions of the

inventory and, in turn, the appropriateness of the allowance estimated by management.

Impairment Loss for Property, Plant and Equipment and Intangible Assets (Including Goodwill), and

Investments Accounted For Using Equity Method

Management should assess, on the financial statements date, any indication of impairment to property, plant and equipment, to intangible assets,

and to investments accounted for using the equity method. If there is any indication of impairment, management should estimate the recoverable

amount of these assets. If it is impossible to do so, management should estimate the recoverable amount of the cash generating units to which

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these assets belong. Due to the complexity of this impairment estimation, in our audit, we focused on if the estimation was made in accordance

to IAS 36 to ensure all assets’ carrying amounts did not exceed their recoverable amount.

For a summary of the significant accounting policies on impairment loss, refer to Note 4 to the Company’s financial statements. Refer to Notes

12, 13 and 14 to the Company’s financial statements for disclosures of property, plant and equipment, intangible assets, and investments

accounted for using the equity method. Our audit procedures for the aforementioned key audit matter are described as follows:

1. Through internal control testing, we understood the methods of asset impairment valuation made by management and the associated control

policy’s design and implementation.

2. We obtained the asset impairment valuation table of each cash generating unit from management. We consulted with our firm experts on

the reasonableness of management’s impairment assessments and assumptions, including their cash generating unit classification, cash flow

prediction, discount rate, etc.

Litigation Provisions and Contingent Liabilities

In Note 27 to the Company’s financial statements, management has disclosed the progress of major ongoing litigations, investigations, and other

government related matters. The timing of the recognition and quantification of the associated liabilities require the application of

management’s significant judgment on existing facts and circumstances, which can be subject to change. Therefore, we focused on if provisions

and contingent liabilities were recognized according to IAS 37 and ensured sufficient disclosures and explanations of these contingencies on the

Company’s Notes to the financial statements. Our audit procedures for the aforementioned key audit matter are described as the follows:

1. We understood and assessed the effectiveness of the controls designed and executed by management to recognize and assess risks.

2. We evaluated assumptions made by management in assessing the appropriate level of provisions for litigations. We compared these

assumptions with that of available industry-specific and historical information, including reviewing the Company’s internal documents

relevant to provisions.

3. We corresponded by mail with the Company’s external lawyers to obtain the latest information on ongoing litigations and other legal matters,

and tested the reasonableness of management assumptions.

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 Company’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

Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including its audit committee, are responsible for overseeing the Company’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:

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit

procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

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

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,

whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’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 Company to cease to continue

as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of

the financial statements for the year ended December 31, 2016 and are therefore the 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 Jr-Shian Ke and Ching- Fu Chang.

Deloitte & Touche Taipei, Taiwan Republic of China

February 24, 2017

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 jurisdictions. 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.

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Attachment 2-1

LITE-ON TECHNOLOGY CORPORATION BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

(In Thousands of New Taiwan Dollars)

2016 2015

ASSETS Amount % Amount %

CURRENT ASSETS Cash and cash equivalents (Note 6) $ 7,809,197 5 $ 4,190,926 3

Financial assets at fair value through profit or loss (Note 7) 113,953 - 45,845 -

Debt instruments with no active market - current (Note 8) 6,534 - 5,781 - Notes receivable, net (Note 9) 1,244 - 180 -

Trade receivables, net (Note 9) 27,660,329 18 21,641,543 15

Trade receivables from related parties (Note 25) 14,671,974 10 11,028,957 7 Other receivables 315,080 - 790,721 1

Other receivables from related parties (Note 25) 389,847 - 541,785 -

Inventories, net (Note 10) 8,997,686 6 10,458,264 7 Prepayments 543,135 - 807,852 1

Total current assets 60,508,979 39 49,511,854 34

NON-CURRENT ASSETS

Available-for-sale financial assets (Note 11) 314,251 - 321,274 - Debt instruments with no active market - non-current (Note 8) 303,823 - 4,527 -

Investments accounted for using equity method (Note 12) 80,160,419 52 80,806,177 55

Property, plant and equipment, net (Note 13) 6,425,996 4 6,879,323 5 Intangible assets, net (Note 14) 6,177,890 4 6,742,250 5

Deferred tax assets (Note 21) 1,982,632 1 2,106,142 1

Refundable deposits 117,843 - 160,322 - Prepayments for investments 4,457 - 155,677 -

Other non-current assets 6,399 - 6,444 -

Total noncurrent assets 95,493,710 61 97,182,136 66

TOTAL $ 156,002,689 100 $ 146,693,990 100

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 15) $ 10,126,680 6 $ 12,874,375 9

Notes payable 2 - 2,597 -

Trade payables 8,007,701 5 8,103,755 5

Trade payables to related parties (Note 25) 32,387,980 21 18,858,168 13

Other payables 10,465,709 7 9,892,335 7

Other payables to related parties (Note 25) 199,880 - 755,682 -

Current tax liabilities (Note 21) 1,785,826 1 1,270,893 1

Provisions - current (Note 16) 857,176 1 853,031 1

Advance receipts 1,295,315 1 1,814,666 1

Current portion of long-term borrowings (Note 15) 4,800,000 3 2,900,000 2

Total current liabilities 69,926,269 45 57,325,502 39

NON-CURRENT LIABILITIES

Long-term borrowings, net of current portion (Note 15) 7,200,000 4 9,600,000 7

Deferred tax liabilities (Note 21) 2,757,688 2 3,282,201 2

Net defined benefit liabilities - non-current (Note 17) 101,521 - 63,935 -

Guarantee deposits 19,661 - 21,210 -

Credit balance of investments accounted for using equity method (Note 12) 66,015 - 412,631 -

Total noncurrent liabilities 10,144,885 6 13,379,977 9

Total liabilities 80,071,154 51 70,705,479 48

EQUITY

Share capital

Ordinary shares 23,508,670 15 23,349,283 16

Capital surplus

Additional paid-in capital from share issuance in excess of par value 9,372,488 6 9,251,603 7

Bond conversion 7,462,138 5 7,462,138 5

Treasury stock transactions 328,800 - 275,516 -

Difference between consideration and carry amounts adjusted arising from changes in percentage of ownership in subsidiaries 45,612 - 43,236 -

Change in capital surplus from investments in associates and joint ventures accounted for using equity method 273,487 - 278,747 -

Merger 10,015,194 7 10,015,194 7

Total capital surplus 27,497,719 18 27,326,434 19

Retained earnings

Legal reserve 10,845,332 7 10,123,042 7

Special reserve 398,602 - 232,213 -

Unappropriated earnings 16,252,206 11 13,011,073 9

Total retained earnings 27,496,140 18 23,366,328 16

Other equity

Exchange differences on translating foreign operations (1,195,684 ) (1 ) 3,347,902 2

Unrealized loss on available-for-sale financial assets (126,588 ) - (152,714 ) -

Total other equity (1,322,272 ) (1 ) 3,195,188 2

Treasury shares (1,248,722 ) (1 ) (1,248,722 ) (1 )

Total equity 75,931,535 49 75,988,511 52

TOTAL $ 156,002,689 100 $ 146,693,990 100

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

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Attachment 2-2

LITE-ON TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2016 2015

Amount % Amount %

OPERATING REVENUE

Sales (Notes 19 and 25) $ 153,349,016 103 $ 127,877,547 103

Less: Sales returns 913,932 1 827,475 1

Sales allowance 3,708,892 2 2,420,824 2

Total operating revenue 148,726,192 100 124,629,248 100

OPERATING COSTS

Cost of goods sold (Notes 10, 20 and 25) 133,223,045 90 110,580,446 88

GROSS PROFIT 15,503,147 10 14,048,802 12

UNREALIZED GAIN ON TRANSACTIONS WITH

SUBSIDIARIES AND ASSOCIATES 48,478 - - -

REALIZED GAIN ON TRANSACTIONS WITH

SUBSIDIARIES AND ASSOCIATES - - 28,510 -

GROSS PROFIT, NET 15,454,669 10 14,077,312 12

OPERATING EXPENSES (Notes 20 and 25)

Selling and marketing expenses 2,580,664 2 3,030,307 2

General and administrative expenses 4,416,912 3 4,823,651 4

Research and development expenses 3,472,085 2 3,293,023 3

Total operating expenses 10,469,661 7 11,146,981 9

OPERATING INCOME 4,985,008 3 2,930,331 3

NONOPERATING INCOME AND EXPENSES

Share of profit of subsidiaries and associates 4,955,874 3 5,047,718 4

Interest income 35,319 - 32,065 -

Dividend income 5,960 - 10,844 -

Other income (Note 25) 1,839,685 1 1,185,172 1

Gain on disposal of property, plant and equipment

(Note 25) 31,003 - 39,220 -

Gain on disposal of investments 4,318 - 20,190 -

Net loss on foreign currency exchange (28,322) - (27,501) -

Gain on financial assets with fair value through

profit or loss 90,209 - 45,845 -

Finance costs (308,094) - (341,075) -

Other expenses (231,216) - (555,040) (1)

(Continued)

- 13 -





2016 2015

Amount % Amount %

Loss on disposal of property, plant and equipment $ (53,976) - $ (517) -

Impairment loss (Notes 11, 13 and 14) (341,670) - (54,801) -

Total nonoperating income and expenses 5,999,090 4 5,402,120 4

PROFIT BEFORE INCOME TAX 10,984,098 7 8,332,451 7

INCOME TAX EXPENSE (Note 21) (1,567,747) (1) (1,109,552) (1)

NET PROFIT FOR THE YEAR 9,416,351 6 7,222,899 6

OTHER COMPREHENSIVE INCOME (Notes 17, 18

and 21)

Items that will not be reclassified subsequently to

profit or loss:

Remeasurement of defined benefit plans (50,094) - (76,626) -

Share of other comprehensive loss of subsidiaries

and associates accounted for using the equity

method (14,722) - (21,876) -

Income tax relating to items that will not be

reclassified subsequently to profit or loss 8,516 - 13,026 -

(56,300) - (85,476) -

Items that may be reclassified subsequently to profit

or loss:

Exchange differences on translating foreign

operations (5,056,073) (3) (818,537) (1)

Unrealized gain (loss) on available-for-sale

financial assets 50,209 - (300,819) -

Unrealized Gain on hedging instruments

determined to be the effective portion of cash

flow hedging - - 11,989 -

Share of other comprehensive loss of subsidiaries

and associates accounted for using the equity

method (354,459) - (81,980) -

Income tax relating to items that may be


(4,517,460) (3) (1,056,992) (1)

Other comprehensive loss for the year, net of

income tax (4,573,760) (3) (1,142,468) (1)

TOTAL COMPREHENSIVE INCOME FOR THE

YEAR $ 4,842,591 3 $ 6,080,431 5

(Continued)

- 14 -





2016 2015

Amount % Amount %

EARNINGS PER SHARE (NEW TAIWAN

DOLLARS; Note 22)

Basic $4.05 $3.10

Diluted $4.00 $3.05

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

- 15 -

LITE-ON TECHNOLOGY CORPORATION Attachment 2-3 STATEMENTS OF CHANGES IN EQUITY



Capital Surplus (Note 18)

Difference

Between

Consideration

and Carry

Amounts

Adjusted

Arising from

Share of Other Equity (Note 18)

Issue of Share Capital

Additional

Paid-in Capital

Arising from

Change in

Changes in

Capital

Surplus

Exchange

Differences on

Unrealized

Gain (Loss) on

(Notes 18 and 20) from Share Percentage of of Associates Retained Earnings (Notes 18 and 21) Translating Available-for-

Shares (In

Thousands) Amount

Excess of Par

Value

Bond

Conversion

Treasury Stock

Transactions

Ownership in

Subsidiaries

and Joint

Ventures Merger Total Legal Reserve Special Reserve

Unappropriated

Earnings Total

Foreign

Operations

sale Financial

Assets

Cash Flow

Hedges Total

Treasury Shares

(Note 18) Total Equity

BALANCE AT JANUARY 1, 2015 2,341,674 $ 23,416,737 $ 9,238,931 $ 7,534,962 $ 445,694 $ 30,960 $ 231,446 $ 10,112,934 $ 27,594,927 $ 9,476,876 $ 49,669 $ 11,432,541 $ 20,959,086 $ 4,125,097 $ 139,072 $ (11,989 ) $ 4,252,180 $ (1,248,722 ) $ 74,974,208

Appropriation of the 2014 earnings

Legal reserve - - - - - - - - - 646,166 - (646,166 ) - - - - - - -

Special reserve - - - - - - - - - - 182,544 (182,544 ) - - - - - - -

Cash dividends - 19.7% - - - - - - - - - - - (4,613,097 ) (4,613,097 ) - - - - - (4,613,097 )

Stock dividends - 0.5% 11,708 117,084 - - - - - - - - - (117,084 ) (117,084 ) - - - - - -

Other changes in capital surplus

Changes in percentage of ownership

interest in subsidiaries - - - - - 12,276 - - 12,276 - - - - - - - - - 12,276

Change in capital surplus from investments

in associates and joint ventures

accounted for using equity method - - - - - - 47,301 - 47,301 - - - - - - - - - 47,301

Stock dividends of employee transfer to

capital 4,333 43,332 102,960 - - - - - 102,960 - - - - - - - - - 146,292

Change in capital surplus from cash

dividends of the Company paid to

subsidiaries - - - - 47,779 - - - 47,779 - - - - - - - - - 47,779

Net profit for the year ended December 31,

2015 - - - - - - - - - - - 7,222,899 7,222,899 - - - - - 7,222,899

Other comprehensive loss for the year ended

December 31, 2015, net of income tax - - - - - - - - - - - (85,476 ) (85,476 ) (777,195 ) (291,786 ) 11,989 (1,056,992 ) - (1,142,468 )

Total comprehensive income for the year

ended December 31, 2015 - - - - - - - - - - - 7,137,423 7,137,423 (777,195 ) (291,786 ) 11,989 (1,056,992 ) - 6,080,431

Cancellation of treasury shares (22,787 ) (227,870 ) (90,288 ) (72,824 ) (217,957 ) - - (97,740 ) (478,809 ) - - - - - - - - - (706,679 )

BALANCE AT DECEMBER 31, 2015 2,334,928 23,349,283 9,251,603 7,462,138 275,516 43,236 278,747 10,015,194 27,326,434 10,123,042 232,213 13,011,073 23,366,328 3,347,902 (152,714 ) - 3,195,188 (1,248,722 ) 75,988,511


Legal reserve - - - - - - - - - 722,290 - (722,290 ) - - - - - - -

Reversal of Special reserve - - - - - - - - - - 166,389 (166,389 ) - - - - - - -

Cash dividends - 21.9% - - - - - - - - - - - (5,113,493 ) (5,113,493 ) - - - - - (5,113,493 )

Stock dividends - 0.5% 11,675 116,746 - - - - - - - - - (116,746 ) (116,746 ) - - - - - -


Changes in percentage of ownership

interest in subsidiaries - - - - - 2,376 - - 2,376 - - - - - - - - - 2,376

Change in capital surplus from investments

in associates and joint ventures

accounted for using equity method - - - - - - (5,260 ) - (5,260 ) - - - - - - - - - (5,260 )

Stock dividends of employee transfer to

capital 4,264 42,641 120,885 - - - - - 120,885 - - - - - - - - - 163,526

Change in capital surplus from cash

dividends of the Company paid to

subsidiaries - - - - 53,284 - - - 53,284 - - - - - - - - - 53,284

Net profit for the year ended December 31,

2016 - - - - - - - - - - - 9,416,351 9,416,351 - - - - - 9,416,351


December 31, 2016, net of income tax - - - - - - - - - - - (56,300 ) (56,300 ) (4,543,586 ) 26,126 - (4,517,460 ) - (4,573,760 )

Total comprehensive income for the year

ended December 31, 2016 - - - - - - - - - - - 9,360,051 9,360,051 (4,543,586 ) 26,126 - (4,517,460 ) - 4,842,591

BALANCE AT DECEMBER 31, 2016 2,350,867 $ 23,508,670 $ 9,372,488 $ 7,462,138 $ 328,800 $ 45,612 $ 273,487 $ 10,015,194 $ 27,497,719 $ 10,845,332 $ 398,602 $ 16,252,206 $ 27,496,140 $ (1,195,684 ) $ (126,588 ) $ - $ (1,322,272 ) $ (1,248,722 ) $ 75,931,535

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

- 16 -

LITE-ON TECHNOLOGY CORPORATION Attachment 2-4 STATEMENTS OF CASH FLOWS



2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax $ 10,984,098 $ 8,332,451

Adjustments for:

Depreciation expenses 751,792 701,807

Amortization expenses 418,255 462,614

Recognition of impairment loss of trade receivables 4,798 13,818

Net gain on fair value change of financial assets designated as at fair

value through profit or loss (90,209) (45,845)

Finance costs 308,094 341,075

Interest income (35,319) (32,065)

Dividend income (5,960) (10,844)

Share of profit of subsidiaries and associates (4,955,874) (5,047,718)

Loss (gain) on disposal of property, plant and equipment 22,973 (38,703)

Gain on disposal of available-for-sale financial assets (3,310) (19,926)

Gain on disposal of investments accounted for using equity method (1,008) (264)

Impairment loss recognized on financial assets 4,709 54,801

Impairment loss recognized on non-financial assets 34,235 162,974

Unrealized gain on the transactions with subsidiaries and associates 48,478 -

Realized gain on the transactions with subsidiaries and associates - (28,510)

Unrealized loss (gain) on foreign currency exchange (276,479) 270,959

Recognition of provisions 293,421 263,383

Changes in operating assets and liabilities

Financial assets held for trading 22,100 -

Notes receivable (1,064) 40,433

Trade receivables (6,023,583) 1,422,153

Trade receivables from related parties (3,643,017) (196,112)

Other receivables 487,519 (132,535)

Other receivables from related parties 153,972 30,664

Inventories 1,763,304 (2,195,953)

Prepayments 264,717 111,781

Notes payable (2,595) (4,118)

Trade payables 180,538 1,827,447

Trade payables to related parties 13,529,812 (2,052,623)

Other payables 747,165 2,146,279

Other payables to related parties (555,802) 155,582

Provisions (289,276) (238,639)

Advance receipts (519,351) (144,127)

Net defined benefit liabilities (12,508) (12,674)

Cash generated from operations 13,604,625 6,137,565

Interest received 23,441 32,362

Dividends received 5,960 10,844

Interest paid (304,433) (343,334)

Income tax paid (602,438) (190,471)

Net cash generated from operating activities 12,727,155 5,646,966

(Continued)

- 17 -


STATEMENTS OF CASH FLOWS



2016 2015

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from disposal of available-for-sale financial assets $ 55,833 $ 22,949

Purchase of debt instruments with no active market (300,049) (8,519)

Acquisition of investments accounted for using equity method (537,840) (1,555,000)

Proceeds from disposal of long-term investments for using equity

method 19,829 -

Increase in prepayments for long-term investments (4,457) (155,677)

Proceeds from capital reduction of investments accounted for using

equity method 281,556 4,806

Payments for property, plant and equipment (504,810) (520,263)

Proceeds from disposal of property, plant and equipment 104,150 383,631

Decrease in refundable deposits 42,479 14,482

Payments for intangible assets (156,383) (133,023)

Decrease in other noncurrent assets 45 834

Dividend received from subsidiaries and associates 253,500 283,994

Net cash used in investing activities (746,147) (1,661,786)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments of short-term borrowings (2,747,695) (592,746)

Repayments of long-term borrowings (500,000) (425,000)

Proceeds from (Refund of) guarantee deposits received (1,549) 1,414

Cash dividends (5,113,493) (4,613,097)

Payments for buy-back of ordinary shares - (706,679)

Net cash used in financing activities (8,362,737) (6,336,108)

NET INCREASE (DECREASE) IN CASH AND CASH

EQUIVALENTS 3,618,271 (2,350,928)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE

YEAR 4,190,926 6,541,854

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 7,809,197 $ 4,190,926

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

- 18 -

Attachment 3 INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders


Opinion

We have audited the accompanying consolidated financial statements of Lite-On Technology Corporation and

its subsidiaries (the Group), which comprise the consolidated balance sheet as of December 31, 2016 and 2015,

and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then

ended, and the notes to the consolidated financial statements, including a summary of significant accounting

policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

consolidated financial position of the Group as of December 31, 2016 and 2015, and its consolidated 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, 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 Group in accordance

with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of

the consolidated financial statements for the year ended December 31, 2016. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

For the year ended December 31, 2016, the key audit matters to the Group’s consolidated financial statements

were as follows:

Allowance for impairment loss for trade receivables

The recoverable amount from the allowance for impairment loss is determined by management’s evaluation of

the credit risk of overdue receivables, and it is affected by management’s assumption of a client’s credit quality.

In our audit, we focused on clients with significant trade receivables and overdue balances, and we evaluated the

reasonableness of management’s estimation of the allowance for impairment loss.

For a summary of the significant accounting policies on impairment loss for trade receivables, refer to Note 4 to

the consolidated financial statements. Refer to Note 10 to the consolidated financial statements for the

carrying amount of trade receivables. Our audit procedures for the aforementioned key audit matter are

described as follows:

1. We assessed both the trade receivables aging report classified by client credit rating and the reasonableness

- 19 -

of the percent of impairment loss allowance; this assessment included the implementation of the computer

audit sampling procedures to test the correctness of the trade receivable aging report. We compared the

aging reports of current and prior accounting periods and examined both periods’ bad debt write-offs. We

confirmed the recoverability of outstanding trade receivables by testing the after period end collection of

receivables.

2. We reviewed the approval of client credit terms and examined reversals in the trade receivables subledger

in order to assess the effectiveness of internal controls relevant to trade receivables.

Allowance for inventory valuation loss

The value of the inventory is affected by the volatility of the market demand and the ever-changing technology

which could make inventory outdated and obsolete. The allocation of inventory cost elements and estimations

of the net realizable value of inventory require management’s subjective judgment. In our audit, we focused

on if the value of inventory was evaluated according to IAS 2, which is based on the lower of cost or net

realizable value method. We also assessed the reasonableness of management’s estimation of the allowance

for inventory valuation loss.

For a summary of the significant accounting policies on inventory valuation, refer to Note 4 to the consolidated

financial statements. Refer to Note 11 to the consolidated financial statements for the carrying amount of

inventory. Our audit procedures for the aforementioned key audit matter are described as follows:

1. We assessed both the inventory aging report classified by product types and the reasonableness of the

percent of allowance for inventory valuation loss; this assessment included the implementation of the

computer audit sampling procedures to test the correctness of the inventory aging report. We compared

the amount of allowances in prior years to the actual amount of write-downs in order to evaluate the

appropriateness of the policy implemented relevant to the allowance for inventory valuation loss.

2. We obtained information of the year-end allowance for inventory valuation loss and inventory aging reports,

and we compared the current and prior years’ allowances and analyzed any differences. We drew samples

from the year-end inventory and compared the most recent price of goods sold to the carrying amount to

ensure that the inventory had been valued by the lower of cost or net realizable value method.

3. We obtained year-end inventory quantities from the inventory accounts book and compared it with data

from the physical inventory count to test the existence and completeness of management’s assumption.

Through the physical inventory count, we evaluated the conditions of the inventory and, in turn, the

appropriateness of the allowance estimated by management.

Impairment loss for property, plant and equipment and intangible assets (including goodwill)

Management should assess, on the financial statements date, any indication of impairment to property, plant and

equipment, and to intangible assets. If there is any indication of impairment, management should estimate the

recoverable amount of these assets. If it is impossible to do so, management should estimate the recoverable

amount of the cash generating units to which these assets belong. Due to the complexity of this impairment

estimation, in our audit, we focused on if the estimation was made in accordance with IAS 36 to ensure all

assets’ carrying amounts did not exceed their recoverable amounts.

For a summary of the significant accounting policies on property, plant and equipment and intangible assets

impairment, refer to Note 4 to the consolidated financial statements. Refer to Notes 14 and 16 to the

consolidated financial statements for disclosures of property, plant and equipment, and intangible assets. Our

audit procedures for the aforementioned key audit matter are described as follows:

1. Through internal control testing, we understood the methods of asset impairment valuation made by

management and the associated control policy’s design and implementation.

- 20 -

2. We obtained the asset impairment valuation table of each cash generating unit from management. We

consulted our firm experts on the reasonableness of management’s impairment assessments and

assumptions, including their cash generating unit classification, cash flow prediction, discount rate, etc.

Litigation provisions and contingent liabilities

In Note 32 to the consolidated financial statements, management has disclosed the progress of major ongoing

litigations, investigations, and other government related matters. The timing of the recognition and

quantification of the associated liabilities require the application of management’s significant judgment on

existing facts and circumstances, which can be subject to change. Therefore, we focused on if provisions and

contingent liabilities were recognized according to IAS 37 and ensured that sufficient disclosures and

explanations of these contingencies were in the Group’s notes to consolidated financial statements. Our audit

procedures for the aforementioned key audit matter are described as follows:

1. We understood and assessed the effectiveness of the controls designed and executed by management to

recognize and assess risks.

2. We evaluated the assumptions made by management in assessing the appropriate level of provisions for

litigations. We compared these assumptions with that of available industry-specific and historical

information, including reviewing the Group’s internal documents relevant to provisions.

3. We corresponded by mail with the Group’s external lawyers to obtain the latest information on ongoing

litigations and other legal matters, and we tested the reasonableness of management’s assumptions.

Other Matter

We have also audited the parent company only financial statements of Lite-On Technology Corporation as of

and for the years ended December 31, 2016 and 2015 on which we have issued an unmodified opinion.

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 IFRS,

IAS, IFRIC and 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

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 Group’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 Group 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 Group’s

financial reporting process.

Auditors’ Responsibilities for the Audit of the 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

- 21 -

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we

exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

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

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Group’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 Group to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,

and whether the consolidated financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business

activities within the Group to express an opinion on the consolidated financial statements. We are

responsible for the direction, supervision, and performance of the group audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that

we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of

most significance in the audit of the consolidated financial statements for the year ended December 31, 2016

and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine

that a matter should not be communicated in our report because the adverse consequences of doing so would

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

- 22 -

The engagement partners on the audit resulting in this independent auditors’ report are Jr-Shian Ke and

Ching-Fu Chang.

Deloitte & Touche

Taipei, Taiwan

Republic of China

February 24, 2017

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 jurisdictions. The standards,

procedures and practices to audit such consolidated financial statements are those generally applied in the

Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated 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

consolidated financial statements shall prevail.

- 23 -

Attachment 3-1

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015


2016 2015

ASSETS Amount % Amount %

CURRENT ASSETS

Cash and cash equivalents (Note 6) $ 65,208,491 31 $ 65,501,807 31 Financial assets at fair value through profit or loss (Note 7) 173,068 - 53,211 -

Debt instruments with no active market (Note 9) 802,348 - 439,811 -

Notes receivable 374,182 - 300,825 - Trade receivables, net (Note 10) 60,829,435 29 50,079,869 24

Trade receivables from related parties (Note 30) 60,178 - 66,338 -

Other receivables 1,093,853 1 1,289,849 1 Other receivables from related parties (Note 30) 5,840 - 10,481 -

Inventories, net (Note 11) 26,756,909 13 28,826,436 14

Other current assets (Note 17) 2,619,735 1 3,744,824 2

Total current assets 157,924,039 75 150,313,451 72

NONCURRENT ASSETS

Available-for-sale financial assets (Note 8) 658,655 - 670,328 -

Debt instruments with no active market (Note 9) 684,614 - 255,458 -

Investments accounted for using equity method (Note 13) 3,810,433 2 4,095,167 2

Property, plant and equipment, net (Note 14) 27,826,214 13 33,389,439 16

Investment properties, net (Note 15) 429,790 - 499,950 - Intangible assets, net (Note 16) 15,209,734 7 15,938,232 8

Deferred tax assets (Note 24) 3,041,666 2 3,164,798 2

Refundable deposits 510,142 - 579,758 - Prepaid investment 4,457 - - -

Other noncurrent assets (Note 17) 757,044 1 747,282 -

Total noncurrent assets 52,932,749 25 59,340,412 28

TOTAL $ 210,856,788 100 $ 209,653,863 100

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 18) $ 14,386,282 7 $ 17,670,878 8

Financial liabilities at fair value through profit or loss (Note 7) 128,685 - 55,945 -

Notes payable 18,473 - 178,594 -

Trade payables 64,139,696 30 58,224,636 28

Trade payables to related parties (Note 30) 1,004,079 - 856,945 -

Other payables 22,541,026 11 21,118,958 10

Other payables to related parties (Note 30) 9,428 - 12,941 -

Current tax liabilities 3,186,867 2 2,475,535 1

Provisions (Note 20) 1,032,113 - 1,068,810 1

Advance receipts 1,981,913 1 3,275,828 2

Current portion of long-term borrowings (Note 18) 7,890,899 4 4,796,118 2

Finance lease payables (Note 19) 1,657 - 95,501 -

Total current liabilities 116,321,118 55 109,830,689 52

NONCURRENT LIABILITIES

Long-term borrowings, net of current portion (Note 18) 12,039,170 6 16,355,753 8

Deferred tax liabilities (Note 24) 2,932,121 1 3,531,564 2

Finance lease payables, net of current portion (Note 19) 3,646 - 5,398 -

Net defined benefit liabilities (Note 21) 189,104 - 155,854 -

Guarantee deposits 88,629 - 91,012 -

Credit balance of investments accounted for using equity method (Note 13) 2,564 - - -

Total noncurrent liabilities 15,255,234 7 20,139,581 10

Total liabilities 131,576,352 62 129,970,270 62

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY

Share capital

Ordinary shares 23,508,670 11 23,349,283 11

Capital surplus

Additional paid-in capital from share issuance in excess of par value 9,372,488 4 9,251,603 4

Bond conversion 7,462,138 4 7,462,138 4

Treasury stock transactions 328,800 - 275,516 -

Difference between consideration and carrying amounts adjusted arising from changes in percentage of ownership in subsidiaries 45,612 - 43,236 -

Change in capital surplus from investments in associates and joint ventures accounted for using equity method 273,487 - 278,747 -

Merger 10,015,194 5 10,015,194 5

Total capital surplus 27,497,719 13 27,326,434 13

Retain earnings

Legal reserve 10,845,332 5 10,123,042 5

Special reserve 398,602 - 232,213 -

Unappropriated earnings 16,252,206 8 13,011,073 6

Total retained earnings 27,496,140 13 23,366,328 11

Other equity

Exchange differences on translating foreign operations (1,195,684 ) (1 ) 3,347,902 2

Unrealized loss on available-for-sale financial assets (126,588 ) - (152,714 ) -

Total other equity (1,322,272 ) (1 ) 3,195,188 2

Treasury shares (1,248,722 ) - (1,248,722 ) (1 )

Total equity attributable to owners of the Parent Company 75,931,535 36 75,988,511 36

NON-CONTROLLING INTERESTS 3,348,901 2 3,695,082 2

Total equity 79,280,436 38 79,683,593 38

TOTAL $ 210,856,788 100 $ 209,653,863 100

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

- 24 -

LITE-ON TECHNOLOGY CORPORATION AND Attachment 3-2

SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



2016 2015

Amount % Amount %

OPERATING REVENUE

Sales (Notes 23 and 30) $ 235,674,455 103 $ 222,826,970 103

Less: Sales allowance 5,033,596 2 4,258,037 2

Sales returns 1,069,101 1 1,640,199 1

Total operating revenue 229,571,758 100 216,928,734 100

COST OF GOODS SOLD (Notes 11, 26 and 30) 198,313,490 86 188,787,517 87

GROSS PROFIT 31,258,268 14 28,141,217 13

OPERATING EXPENSES (Notes 26 and 30)

Selling and marketing expenses 6,431,916 3 7,450,517 3

General and administrative expenses 6,013,521 3 6,051,269 3

Research and development expenses 6,103,571 3 5,986,608 3

Total operating expenses 18,549,008 9 19,488,394 9

OPERATING INCOME 12,709,260 5 8,652,823 4

NONOPERATING INCOME AND EXPENSES

Share of profit of associates 82,626 - 124,439 -

Interest income 1,182,862 1 1,170,008 -

Dividend income 19,031 - 66,500 -

Other income (Notes 27 and 30) 1,119,464 - 1,573,429 1

Net gain (loss) on disposal of investments 5,957 - (71,351) -

Net gain on foreign currency exchange 173,194 - 123,658 -

Net gain on financial assets at fair value through

profit or loss 325,208 - 360,034 -

Finance costs (556,837) - (578,715) -

Other expenses (1,879,140) (1) (1,087,531) (1)

Net loss on disposal of property, plant and equipment (31,530) - (15,465) -

Impairment loss (Notes 8, 14 and 16) (507,068) - (311,188) -

Total nonoperating income and expenses (66,233) - 1,353,818 -

PROFIT BEFORE INCOME TAX 12,643,027 5 10,006,641 4

INCOME TAX EXPENSE (Note 24) (3,270,463) (1) (2,693,809) (1)

NET PROFIT FOR THE YEAR 9,372,564 4 7,312,832 3

(Continued)

- 25 -


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



2016 2015

Amount % Amount %

OTHER COMPREHENSIVE INCOME (Notes 21, 22

and 24)

Items that will not be reclassified subsequently to

profit or loss

Remeasurement of defined benefit plans $ (41,921) - $ (75,240) -

Share of the other comprehensive loss of

associates accounted for using equity method (15,770) - (25,529) -

Income tax relating to items that will not be


(56,058) - (85,165) -

Items that may be reclassified subsequently to profit

or loss

Exchange differences on translating foreign

operations (5,336,188) (2) (932,034) -

Unrealized gain (loss) on available-for-sale

financial assets 49,389 - (292,354) -

Unrealized gain on hedging instruments

determined to be the effective portion of cash

flow hedging - - 11,989 -

Share of the other comprehensive loss of

associates accounted for using equity method (288,338) - (27,849) -

Income tax relating to items that may be


(4,729,928) (2) (1,110,070) -

Other comprehensive loss for the year, net of

income tax (4,785,986) (2) (1,195,235) -

TOTAL COMPREHENSIVE INCOME FOR THE

YEAR $ 4,586,578 2 $ 6,117,597 3

NET PROFIT ATTRIBUTABLE TO:

Owners of the Parent Company $ 9,416,351 4 $ 7,222,899 3

Non-controlling interests (43,787) - 89,933 -

$ 9,372,564 4 $ 7,312,832 3

TOTAL COMPREHENSIVE INCOME

ATTRIBUTABLE TO:

Owners of the Parent Company $ 4,845,911 2 $ 6,080,431 3

Non-controlling interests (259,333) - 37,166 -

$ 4,586,578 2 $ 6,117,597 3

(Continued)

- 26 -


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



2016 2015

Amount % Amount %

EARNINGS PER SHARE (NEW TAIWAN

DOLLARS; Note 25)

Basic $4.05 $3.10

Diluted $4.00 $3.05

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

- 27 -

LITE-ON TECHNOLOGY CORPORATION AND SUBSIDIARIES Attachment 3-3

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY



Equity Attributable to Owners of the Parent Company

Capital Surplus (Note 22)

Difference

Between

Consideration

and Carry

Amounts

Additional Adjusted Arising from Other Equity (Note 22)

Paid-in Capital Arising from Share of Exchange Unrealized

Issue of Share Capital from Share Changes in Changes in Differences on Gain (Loss) on

(Notes 22 and 26) Issuance in Percentage of Capital Retained Earnings (Note 22) Translating Available-for- Treasury Noncontrolling

Shares Excess of Par Bond Treasury Stock Ownership in Surplus of Special Unappropriated Foreign sale Financial Cash Flow Shares Interests

(In Thousands) Amount Value Conversion Transactions Subsidiaries Associates Merger Total Legal Reserve Reserve Earnings Total Operations Assets Hedges Total (Note 22) (Note 22) Total Equity

BALANCE AT JANUARY 1, 2015 2,341,674 $ 23,416,737 $ 9,238,931 $ 7,534,962 $ 445,694 $ 30,960 $ 231,446 $ 10,112,934 $ 27,594,927 $ 9,476,876 $ 49,669 $ 11,432,541 $ 20,959,086 $ 4,125,097 $ 139,072 $ (11,989 ) $ 4,252,180 $ (1,248,722 ) $ 4,198,430 $ 79,172,638


Legal reserve - - - - - - - - - 646,166 - (646,166 ) - - - - - - - -

Special reserve - - - - - - - - - - 182,544 (182,544 ) - - - - - - - -

Cash dividends - 19.7% - - - - - - - - - - - (4,613,097 ) (4,613,097 ) - - - - - - (4,613,097 )

Stock dividends - 0.5% 11,708 117,084 - - - - - - - - - (117,084 ) (117,084 ) - - - - - - -

Changes in noncontrolling interests - - - - - - - - - - - - - - - - - - (540,514 ) (540,514 )


Arising from changes in percentage of ownership

interest in subsidiaries - - - - - 12,276 - - 12,276 - - - - - - - - - - 12,276

Change in capital surplus from investments in

associates and joint ventures accounted for

using equity method - - - - - - 47,301 - 47,301 - - - - - - - - - - 47,301

Stock dividends of employee transferred to capital 4,333 43,332 102,960 - - - - - 102,960 - - - - - - - - - - 146,292

Change in capital from cash dividends of the

Parent Company paid to subsidiaries - - - - 47,779 - - - 47,779 - - - - - - - - - - 47,779

Net profit for the year ended December 31, 2015 - - - - - - - - - - - 7,222,899 7,222,899 - - - - - 89,933 7,312,832


December 31, 2015, net of income tax - - - - - - - - - - - (85,476 ) (85,476 ) (777,195 ) (291,786 ) 11,989 (1,056,992 ) - (52,767 ) (1,195,235 )

Total comprehensive income for the year ended

December 31, 2015 - - - - - - - - - - - 7,137,423 7,137,423 (777,195 ) (291,786 ) 11,989 (1,056,992 ) - 37,166 6,117,597

Cancellation of treasury shares (22,787 ) (227,870 ) (90,288 ) (72,824 ) (217,957 ) - - (97,740 ) (478,809 ) - - - - - - - - - - (706,679 )

BALANCE AT DECEMBER 31, 2015 2,334,928 23,349,283 9,251,603 7,462,138 275,516 43,236 278,747 10,015,194 27,326,434 10,123,042 232,213 13,011,073 23,366,328 3,347,902 (152,714 ) - 3,195,188 (1,248,722 ) 3,695,082 79,683,593


Legal reserve - - - - - - - - - 722,290 - (722,290 ) - - - - - - - -

Reversal of Special reserve - - - - - - - - - - 166,389 (166,389 ) - - - - - - - -

Cash dividends - 21.9% - - - - - - - - - - - (5,113,493 ) (5,113,493 ) - - - - - - (5,113,493 )

Stock dividends - 0.5% 11,675 116,746 - - - - - - - - - (116,746 ) (116,746 ) - - - - - - -

Effect of deconsolidation of subsidiaries (Note 27) - - - - - - - - - - - - - (3,320 ) - - (3,320 ) - (26,985 ) (30,305 )

Changes in noncontrolling interests - - - - - - - - - - - - - - - - - - (59,863 ) (59,863 )


Arising from changes in percentage of ownership

interest in subsidiaries - - - - - 2,376 - - 2,376 - - - - - - - - - - 2,376

Change in capital surplus from investments in

associates and joint ventures accounted for

using equity method - - - - - - (5,260 ) - (5,260 ) - - - - - - - - - - (5,260 )

Stock dividends of employee transferred to capital 4,264 42,641 120,885 - - - - - 120,885 - - - - - - - - - - 163,526

Change in capital from cash dividends of the

Parent Company paid to subsidiaries - - - - 53,284 - - - 53,284 - - - - - - - - - - 53,284

Net profit for the year ended December 31, 2016 - - - - - - - - - - - 9,416,351 9,416,351 - - - - - (43,787 ) 9,372,564


December 31, 2016, net of income tax - - - - - - - - - - - (56,300 ) (56,300 ) (4,540,266 ) 26,126 - (4,514,140 ) - (215,546 ) (4,785,986 )

Total comprehensive income for the year ended

December 31, 2016 - - - - - - - - - - - 9,360,051 9,360,051 (4,540,266 ) 26,126 - (4,514,140 ) - (259,333 ) 4,586,578

BALANCE AT DECEMBER 31, 2016 2,350,867 $ 23,508,670 $ 9,372,488 $ 7,462,138 $ 328,800 $ 45,612 $ 273,487 $ 10,015,194 $ 27,497,719 $ 10,845,332 $ 398,602 $ 16,252,206 $ 27,496,140 $ (1,195,684 ) $ (126,588 ) $ - $ (1,322,272 ) $ (1,248,722 ) $ 3,348,901 $ 79,280,436

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

1

Attachment 3-4


CONSOLIDATED STATEMENTS OF CASH FLOWS



2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax $ 12,643,027 $ 10,006,641

Adjustments for:

Depreciation expenses 6,340,412 6,746,130

Amortization expenses 466,983 534,128

Impairment loss recognized (reversal of impairment loss) on trade

receivables 8,263 (51,276)

Net gain on fair value change of financial assets designated as at fair

value through profit or loss (325,208) (360,034)

Finance costs 556,837 578,715

Interest income (1,182,862) (1,170,008)

Dividend income (19,031) (66,500)

Share of profit of associates accounted for using equity method (82,626) (124,439)

Net loss on disposal of property, plant and equipment 31,530 15,465

Gain on deconsolidation of subsidiaries (Note 27) (7,362) -

Net loss (gain) on disposal of available-for-sale financial assets (5,957) 79,052

Gain on disposal of associates - (7,701)

Impairment loss recognized on financial assets 75,986 124,667

Impairment loss recognized (reversal of impairment loss) on

non-financial assets 32,052 (52,450)

Unrealized net loss (gain) on foreign currency exchange (447,117) 117,060

Recognition of provisions 265,905 286,549

Changes in operating assets and liabilities

Financial instruments held for trading 272,402 337,471

Notes receivable (89,627) 10,841

Trade receivables (11,785,807) 890,123

Trade receivables from related parties 6,160 6,731

Other receivables 162,907 134,955

Other receivables from related parties 4,641 (7,428)

Inventories 1,396,807 821,149

Other current assets (105,504) 803,571

Notes payable (157,351) 55,647

Trade payables 7,455,968 (3,654,138)

Trade payables from related parties 147,134 (96,721)

Other payables 2,711,424 1,159,926

Other payables from related parties (3,513) 6,200

Provisions (295,397) (301,940)

Advance receipts (1,201,903) 452,621

Net defined benefit liabilities (7,514) (15,407)

Cash generated from operations 16,861,659 17,259,600

Interest received 1,164,781 1,162,036

Dividends received 19,031 66,500

Interest paid (545,202) (569,673)

Income tax paid (2,987,755) (2,366,201)

Net cash generated from operating activities 14,512,514 15,552,262

(Continued)

2


CONSOLIDATED STATEMENTS OF CASH FLOWS



2016 2015

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of available-for-sale financial assets $ (70,838) $ (5,375)

Proceeds on sales of available-for-sale financial assets 55,833 202,200

Purchase of debt investments with no active market (806,369) (619,768)

Net cash inflow on disposal of associates - 15,432

Net cash inflow on deconsolidation of subsidiaries (Note 27) 307,920 -

Proceeds from disposal of non-current assets held for sale - 129,505

Payments for property, plant and equipment (3,764,874) (5,150,538)

Proceeds from disposal of property, plant and equipment 287,632 946,448

Decrease (increase) in refundable deposits 40,924 (87,503)

Payments for intangible assets (164,802) (247,234)

Proceeds from disposal of intangible assets 6,521 24,750

Decrease (increase) in other noncurrent assets (68,332) 138,859

Dividend received from associates 89,702 76,884

Net cash used in investing activities (4,086,683) (4,576,340)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments of short-term borrowings (3,006,580) (5,195,615)

Repayments of long-term borrowings (1,082,901) (717,096)

Refund of guarantee deposits received 2,238 10,141

Decrease in finance lease payables (92,029) (86,054)

Cash dividends (5,154,394) (4,850,995)

Payments for buy-back of ordinary shares - (706,679)

Changes on noncontrolling interests 34,321 (254,837)

Net cash used in financing activities (9,299,345) (11,801,135)

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE

OF CASH HELD IN FOREIGN CURRENCIES (1,419,802) (156,336)

NET DECREASE IN CASH AND CASH EQUIVALENTS (293,316) (981,549)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE

YEAR 65,501,807 66,483,356

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 65,208,491 $ 65,501,807

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

3

Attachment 4

AUDIT COMMITTEE REPORT

To: Shareholders’ Annual General Meeting for Year 2017, Lite-On Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Lite-On

Technology Corporation the 2016 Business Report, Financial Statements and the proposal of

distribution of earnings. The Financial Statements have been duly audited by Certified Public

Accountants Jason Ke and Chang, Ching Fu of Deloitte Touche Tohmatsu International Taiwan. The

above Business Report, Financial Statements and the proposal of distribution of earnings have been

examined and determined to be correct by the undersigned. This Report is duly submitted in

accordance with Article 14-4 of Securities and Exchange Law and Article 219 of the Company Law.

The Audit Committee, Chairman:

Mr. Kuo-Feng Wu February 24, 2017

4

Attachment 5


Statement of Earnings Appropriation

Year 2016

Amount (NT$)

Unallocated earnings, beginning of year

Less: adjustments on equity method investments

Less: adjustments on re-measurement on define

benefit plans recognized in retained earnings

Adjusted unallocated earnings, beginning of year

6,892,155,162

(14,722,301)

(41,578,020)

6,835,854,841

Add: Net profit 9,416,351,348

Less: Special reserve

Less: Legal reserve (10%) (940,275,733)

(941,635,135)

Distributable earnings 14,370,295,321

Distribution:

(1)Cash dividends: (NT$2.92/per share) (6,864,531,733)

Unallocated earnings, end of year 7,505,763,588

Remarks:

1. Under the Integrated Income Tax System (Imputation Tax System), upon calculating the

deductible tax in accordance with Article 66-6 of the Income Tax Act, earnings of 1998 and

thereafter should be distributed first. When unallocated earnings on which 10% surtax is levied in

accordance with Article 66-9 of the Income Tax Act is calculated, earnings of the latest year

should be distributed first as required under Tai-Cai-Shui No. 871941343 of the Ministry of

Finance dated April 30, 1998.

2. Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and

Exchange Act and Financial-Supervisory-Securities, No. 1010012865 of the Financial Supervisory

Commission dated April 6, 2012 and No. 1010047490 of the Financial Supervisory Commission

dated November 21, 2012.

5

Attachment 6


Comparative Table of Articles of Incorporation

(The table below compares the Amended Articles and Original Articles.)

Amended

Article No

Amended Article Original

Article No

Original Article Note

Article XXIII The Company shall allocate the

following compensation from the

profit of each fiscal year (The

“profit” means “profit before

income tax and employees’ and

directors’ compensation”),

however, the Company shall have

reserved a sufficient amount from

such profit to offset its

accumulated losses (including

unappropriated earnings

adjustment if any):

1. Employees’ compensation：no

less than 1%

2. Directors’ compensation：no

more than 1.5%

The employees’ compensation

under the preceding paragraph

will be distributed by shares or

cash. The employees of the

Company’s subsidiaries may also

be entitled to such compensation.

The Board of Directors is

authorized with full powers to

determine the terms and methods

of appropriation. The Directors’

compensation under the

preceding paragraph may only be

distributed by cash.

The Company shall, upon a

resolution of the Board of

Directors, distribute employees'

and director’s compensation in

the preceding two paragraphs,

and report to the shareholders’

meeting for such distribution.

Article XXIV The Company shall allocate the

following compensation from the

profit of each fiscal year (The

“profit” means “profit before

income tax and employees’ and

directors’ compensation”),

however, the Company shall have

reserved a sufficient amount from

such profit to offset its



adjustment if any):

3. Employees’ compensation：no

less than 1%

4. Directors’ compensation：no

more than 1.5%

The employees’ compensation

under the preceding paragraph

will be distributed by shares or

cash. The employees of the

Company’s subsidiaries may also

be entitled to such compensation.

The Board of Directors is

authorized with full powers to

determine the terms and methods

of appropriation. The Directors’

compensation under the preceding

paragraph may only be distributed

by cash.

The Company shall, upon a

resolution of the Board of

Directors, distribute employees'

and director’s compensation in

the preceding two paragraphs, and

report to the shareholders’


To change

Article No.

Contents no

amendment.

6

Amended

Article No


Article No


Article XXIV If there is net profit after tax upon

the final settlement of account of

each fiscal year, the Company

shall first to offset any previous



adjustment if any) and set aside a

legal reserve at 10% of the net

profits, unless the accumulated

legal reserve is equal to the total

capital of the Company; then set

aside special reserve in

accordance with relevant laws or

regulations or as requested by the

authorities in charge. The

remaining net profit, plus the

beginning unappropriated

earnings (including adjustment of

unappropriated earnings if any) ,

shall be distributed into dividends

to shareholders according to the

distribution plan proposed by the

Board of Directors and submitted

to the shareholders’ meeting for

approval.

In consideration of business

development plan, investing

environment, demand for funds,

global competiveness and the

shareholders’ interest, the

Dividend Policy of the Company

is the distribution to shareholders

with the appropriation of the

amount which shall be no less

than 70% of the net profit after

income tax under the

circumstance that there is no

cumulated loss in prior years. The

distribution may be executed in

cash dividend and/or share

dividend, and the cash dividend

shall be no less than 90% of the

total distributed dividends.

In case there are no earnings for

distribution in a certain year, or

the earnings of a certain year are

significantly less than the

earnings actually distributed by

the Company in the previous

year, or considering the financial,

Article XXIII

The Company is currently

operating at the growing phase. In

consideration of expansion of

future operation, needs for

working capital and the impact of

the taxation system on the

Company and shareholders, the

Company will distribute

dividends where cash dividends

shall not be less than 10% of the

total dividends distributed in the

year.

1.To change

Article No.

2.To

combine the

content of

Article XX

IV-1.

3.To define

Dividend

Policy of

the

Company

to improve

its company

governance.

7

Amended

Article No


Article No


business or operational factors of

the Company, the Company may

allocate a portion or all of its

reserves for distribution in


regulations or the orders of the

authorities in charge.

Article

XXIV-1

If there is net profit after tax upon

the final settlement of account of

each fiscal year, the Company

shall first to offset any previous



adjustment if any) and set aside a

legal reserve at 10% of the net

profits, unless the accumulated

legal reserve is equal to the total

capital of the Company; then set

aside special reserve in


regulations or as requested by the

authorities in charge. The

remaining net profit, plus the

beginning unappropriated

earnings (including adjustment of

unappropriated earnings if any) ,

shall be distributed into dividends

to shareholders according to the

distribution plan proposed by the

Board of Directors and submitted

to the shareholders’ meeting for

approval.

To delete

Article No

XXIV-1,

and

combine the

contents of

Article

XXIII and

Article

XXIV-1

into Article

XXIV.

Article XXIX The Articles were duly stipulated

on March 13, 1989.

The Articles were duly amended

on March 20, 1990 as the 1st

amendment.


on May 11, 1991 as the 2nd

amendment.


on May 20, 1992 as the 3rd

amendment.


The Articles were duly stipulated

on March 13, 1989.


on March 20, 1990 as the 1st

amendment.


on May 11, 1991 as the 2nd

amendment.


on May 20, 1992 as the 3rd

amendment.


Added the

date for the

27th

Amendment

8

Amended

Article No


Article No


on June 27, 1992 as the 4th

amendment.



amendment.


on December 18, 1993 as the 6th

amendment.


on May 30, 1995 as the 7th

amendment.


on April 2, 1996 as the 8th

amendment.



amendment.



amendment.



amendment.



amendment.



amendment.



amendment.


on August 5, 2002 as the 15th

amendment.



amendment.



amendment.



amendment.


on December 18, 1993 as the 6th

amendment.



amendment.



amendment.



amendment.



amendment.



amendment.



amendment.



amendment.



amendment.


on August 5, 2002 as the 15th

amendment.



amendment.


9

Amended

Article No


Article No



amendment.



amendment.



amendment.



amendment.


on June 25, 2008 as the 21st

amendment.

The Articles were duly

amended on June 15, 2010

as the 22nd amendment.



as the 23rd amendment.






amendment



amendment



amendment


amendment.



amendment.



amendment.



amendment.


on June 25, 2008 as the 21st

amendment.



as the 22nd amendment.









amendment.



amendment

10

Attachment 7


“Regulations Governing Loaning of Funds and Making of Endorsements/guarantees”, Contents

before and after Amendment in Comparison

Contents after Amendment Contents before Amendment Explanation

2.1 Reasons and necessity for financing

In financing a borrower who has

business transactions with the company,

the reason and necessity for financing

shall be specified. In financing a

borrower pursuant to 1.2.2., and 1.2.3.

of this regulation, the reason and the

status shall be stated.

2.1. Reasons and necessity for

financing

In financing a borrower who

has business transactions

with the company, the reason

and necessity for financing

shall be specified. , and the

amount of loan shall not

exceed the total amount of

business transactions with

such a borrower in one year.

In financing a borrower

pursuant to 1.2.2., and 1.2.3.

of this regulation, the reason

and the status shall be stated.

1. Duly

amended in

accordance with

the operation

needs and the

law

2.2.2. In financing a subsidiary where the

company holds less than 50% of its

common shares directly or indirectly,

the aggregate amount of loans and

the maximum amount permitted to

such a single subsidiary shall not

exceed 5% of the net worth of the

company as stated in the most recent

financial statement. For a subsidiary

where the company holds more than

50% of its common shares directly or

indirectly, the aforementioned

restriction shall not be applicable;

however, the aggregate amount of

loans and the maximum amount

permitted to such a single subsidiary

shall not exceed 40% of the net

worth of the company as stated in the

most recent financial statement.

2.2.2. In financing a subsidiary

where the company holds

less than 50% of its

common shares directly or

indirectly, the total amount

of loans to such a subsidiary

shall not exceed 40% of the

paid in capital of the

subsidiary. For a subsidiary

where the company holds

more than 50% of its

common shares directly or

indirectly, the

aforementioned restriction

shall not be applicable;

however, the amount of

loans to such a subsidiary


net worth of the company as

stated in the most recent

financial statement.

Duly amended

in accordance

with the law.

2.2.3. In financing a company or proprietor

where the company has business

transactions, unless otherwise

provided in 2.2.2., the aggregate

amount of loans and the maximum

amount permitted to such a single

company shall not exceed 5% of the

company’s net worth as stated in the

most recent financial statement, and

the maximum amount permitted to

such a single company shall not

2.2.3 In financing a company or

proprietor where the

company has business

transactions, unless

otherwise provided in

2.2.2., the total amount of

loans to such a company


paid in capital of the

lender.

11

exceed the total amount of business

transactions with such a borrower in

one year.

7. The Measures were established on May

13th, 2003.

The First Amendment was made on June

15th, 2004.

The Second Amendment was made on June

21st, 2006.

The Third Amendment was made on June

21st, 2007.

The Fourth Amendment was made on June

22nd, 2009.

The Fifth Amendment was made on June

15nd, 2010.

The Sixth Amendment was made on June

19nd, 2012.

The Seventh Amendment was made on June

19nd, 2013.

The Eighth Amendment was made on June

24nd, 2015.

The Ninth Amendment was made on June

22nd, 2017.

7. The Measures were established

on May 13th, 2003.

The First Amendment was made

on June 15th, 2004.

The Second Amendment was

made on June 21st, 2006.

The Third Amendment was made

on June 21st, 2007.

The Fourth Amendment was made

on June 22nd, 2009.

The Fifth Amendment was made

on June 15nd, 2010.

The Sixth Amendment was made

on June 19nd, 2012.

The Seventh Amendment was

made on June 19nd, 2013.

The Eighth Amendment was made

on June 24nd, 2015.

Addition of date

of amendment

12

Attachment 8 Lite-On Technology Corporation

Comparative Table of Procedures for the Acquisition and Disposal of Assets

(The table below compares the Amended Articles and Original Articles.)

Amended Article Original Article Note

6. Acquisition or disposal of realty

or equipment

6.1 Evaluation and Operation

Process the Company may buy

or sell realty and equipment in

accordance with the regulations

governing the Property, Plant

and Equipment cycle under the

Company’s internal control

system.

6. Acquisition or disposal of realty

or equipment


Process the Company may buy

or sell realty and equipment in

accordance with the regulations

governing the fixed asset cycle

under the Company’s internal

control system.

To amend cycle

name in accordance

with the internal

control system.

6.3 In acquiring or disposing of real

property or equipment where

the transaction amount reaches

20 percent of the Company's

paid-in capital or NT$300

million or more, the Company,

unless transacting with a

government agency, engaging

others to build on its own land,

engaging others to build on

rented land, or acquiring or

disposing of equipment for

business use, shall obtain an

appraisal report prior to the date

of occurrence of the event from

a professional appraiser and

shall further comply with the

following provisions:

6.3 In acquiring or disposing of real

property or equipment where

the transaction amount reaches

20 percent of the Company's

paid-in capital or NT$300

million or more, the Company,

unless transacting with a

government agency, engaging

others to build on its own land,


rented land, or acquiring or

disposing of equipment for

business use, shall obtain an

appraisal report prior to the date

of occurrence of the event from

a professional appraiser and

shall further comply with the

following provisions:

To amend

“government

agency” name in

Chinese version

accordance with

revision of

regulation. English

version no change

for same

translation.

13


7.2 Decision-Making Process on

the terms and conditions of

trade and authorized limit

7.2.1 In acquiring or disposing

of memberships, the

respective department

shall consult the fair

market price for

determining the terms and

conditions of the deal and

the price. An analysis

report for such purpose

shall be compiled and

submitted for the Group

CEO’s approval. If the

amount of transaction falls

below 1% of the

Company’s paid in capital

or NT$3 million, it shall

be submitted for approval

by the board chairman and

presented to the nearest

board session for

recognition. For

transaction values

exceeding NT$3 million,

submit for the approval

from the board in advance.

7.2 Decision-Making Process on

the terms and conditions of

trade and authorized limit

7.2.1 In acquiring or disposing

of memberships, the

respective department

shall consult the fair

market price for

determining the terms and

conditions of the deal and

the price. An analysis

report for such purpose

shall be compiled and

submitted for the

president’s approval. If the

amount of transaction falls

below 1% of the

Company’s paid in capital

or NT$3 million, it shall

be submitted for approval

by the board chairman and

presented to the nearest

board session for

recognition. For

transaction values

exceeding NT$3 million,

submit for the approval

from the board in advance.

To amend GCEO’s

title accordance

with operational

organization.

7.3 The Company acquires or

disposes of memberships or

intangible assets and the

transaction amount reaches 20

percent or more of paid-in

capital or NT$300 million or

more, except in transactions

with a government agency, the

Company shall engage a

certified public accountant prior

to the date of occurrence of the

event to render an opinion on

the reasonableness of the

transaction price; the CPA shall

comply with the provisions of

Statement of Auditing

Standards No. 20 published by

the ARDF.

7.3 The Company acquires or

disposes of memberships or

intangible assets and the



capital or NT$300 million or

more, except in transactions

with a government agency, the

Company shall engage a

certified public accountant prior

to the date of occurrence of the

event to render an opinion on

the reasonableness of the

transaction price; the CPA shall

comply with the provisions of

Statement of Auditing

Standards No. 20 published by

the ARDF.

To amend

“government

agency” name in

Chinese version

accordance with

revision of

regulation.

English version no

change for same

translation.

14



Process the Company intends to

acquire or dispose of real

property from or to a related

party, or when it intends to

acquire or dispose of assets

other than real property from or

to a related party and the



capital, 10 percent or more of

the Company's total assets, or

NT$300 million or more,

except in trading of government

bonds or bonds under

repurchase and resale

agreements, or subscription or

redemption of money market

funds issued by domestic

securities investment trust

enterprises (SITE), the

Company may not proceed to

enter into a transaction contract

or make a payment until the

following matters have been

and approved by the audit

committee and resolved by the

board of directors:


Process the Company intends to

acquire or dispose of real


party, or when it intends to

acquire or dispose of assets

other than real property from or

to a related party and the





NT$300 million or more,

except in trading of government




redemption of domestic money

market funds, the Company

may not proceed to enter into a

transaction contract or make a

payment until the following

matters have been and approved

by the audit committee and

resolved by the board of

directors:

To define “money

market funds”

accordance with

revision of

regulation.

11.1.4.4 Audit: Conduct regular

audit, monitor the derivative trade

and present audit report to the

Group CEO, audit committee and

board members.

11.1.4.4 Audit: Conduct regular

audit, monitor the derivative trade

and present audit report to the

CEO, audit committee and board

members.

To amend GCEO’s

title accordance

with operational

organization.

11.1.6.2 Cut loss point of the

entire exposure and individual

contact

A. Hedge Trade: The purpose of

conducting derivative trade is

hedge. Therefore, the profit and

loss shall be hedged by the position

held by the Company. Accordingly,

the cut loss point for the entire

exposure and individual contract is

20% of the contract amount.

Where the fluctuation of interest

and exchange rates may become

critical (excess the cut loss point),

the Company shall call for board

chairman, Group CEO and relevant

managers to meet in order to map

out solutions.

11.1.6.2 Cut loss point of the

entire exposure and individual

contact

A. Hedge Trade: The purpose of

conducting derivative trade is

hedge. Therefore, the profit and

loss shall be hedged by the position

held by the Company. Accordingly,

the cut loss point for the entire

exposure and individual contract is

20% of the contract amount.

Where the fluctuation of interest

and exchange rates may become

critical (excess the cut loss point),

the Company shall call for board

chairman, CEO and relevant

managers to meet in order to map

out solutions.

To amend GCEO’s

title accordance

with operational

organization.

15


B. Non-Hedge Trade:

the Company shall not deal with

non-hedge trade.

B. Non-Hedge Trade:

the Company shall not deal with

non-hedge trade.

12.1.1 The Company that conducts

a merger, demerger,

acquisition, or transfer of

shares, prior to convening

the board of directors to

resolve on the matter, shall

engage a CPA, attorney, or

securities underwriter to

give an opinion on the

reasonableness of the share

exchange ratio, acquisition

price, or distribution of cash

or other property to

shareholders, and submit it

to the board of directors for

deliberation and passage. However, the requirement

of obtaining an aforesaid

opinion on reasonableness

issued by an expert may be

exempted in the case of a

merger by a public company

of a subsidiary in which it

directly or indirectly holds

100 percent of the issued

shares or authorized capital,

and in the case of a merger

between subsidiaries in

which the public company

directly or indirectly holds

100 percent of the

respective subsidiaries’

issued shares or authorized

capital.

12.1.1 The Company that conducts

a merger, demerger,

acquisition, or transfer of

shares, prior to convening

the board of directors to

resolve on the matter, shall

engage a CPA, attorney, or

securities underwriter to

give an opinion on the

reasonableness of the share

exchange ratio, acquisition

price, or distribution of cash

or other property to

shareholders, and submit it

to the board of directors for

deliberation and passage.

To add exception

of obtaining an

aforesaid opinion

accordance with

revision of

regulation.

14. Procedure for announcement:

Under any of the following

circumstances, the Company

acquiring or disposing of assets

shall publicly announce and

report the relevant information

on the FSC's designated website

in the appropriate format as

prescribed by regulations within

2 days commencing

immediately from the date of

occurrence of the event

14.1 Acquisition or disposal of real


14. Procedure for announcement:

Under any of the following

circumstances, the Company

acquiring or disposing of assets

shall publicly announce and

report the relevant information

on the FSC's designated website

in the appropriate format as

prescribed by regulations within

2 days commencing

immediately from the date of

occurrence of the event

14.1 Acquisition or disposal of real


To define “money

market funds”

accordance with

revision of

regulation.

16


party, or acquisition or

disposal of assets other than

real property from or to a

related party where the





NT$300 million or more;

provided, this shall not apply

to trading of government




redemption of money market

funds issued by domestic

securities investment trust

enterprises (SITE).

party, or acquisition or

disposal of assets other than

real property from or to a

related party where the





NT$300 million or more;

provided, this shall not apply

to trading of government


repurchase, or resale


redemption of domestic money

market funds.

14.4 Where the type of asset

acquired or disposed is

equipment for business use,

the trading counterparty is not

a related party, and the

transaction amount meets any

of the following criteria: 14.4.1 For the Company whose

paid-in capital is less

than NT$10 billion, the

transaction amount

reaches NT$500 million

or more.

14.4.2 For the Company whose

paid-in capital is NT$10

billion or more, the

transaction amount

reaches NT$1 billion or

more.

14.5 Where land is acquired under

an arrangement on engaging

others to build on the

Company's own land,


rented land, joint construction

and allocation of housing

units, joint construction and

allocation of ownership

percentages, or joint

construction and separate sale,

and the amount the Company

expects to invest in the

transaction reaches NT$500

14.4 Where an asset transaction

other than any of those

referred to Section 14.1 to

14.4, a disposal of receivables

by a financial institution, or an

investment in the mainland

China area reaches 20 percent

or more of paid-in capital or

NT$300 million; provided, this

shall not apply to the following

circumstances:

14.4.1 Trading of government

bonds.

14.4.2 Investment is taken as a

profession and conduct

trade of marketable

securities in domestic or

overseas stock

exchanges or OTC

markets, or subscription

of securities by a

securities firm, either in

the primary market or in

accordance with

relevant regulations.

14.4.3 Bonds with repurchase

or reverse repurchase

features, or subscription

or redemption of

domestic money market

funds.

14.4.4 The types of assets

acquired or disposed are

equipment for business

1. To amend

making

announcement

criteria of

acquiring or

disposing of

equipment for

business use

accordance

with revision of

regulation.

2. To move 14.4.4

to 14.4

3. To move 14.4.5

to 14.5

4. To change

Article No 14.4

to 14.6.

17


million.

14.6 Where an asset transaction

other than any of those

referred to Section 14.1 to

14.5, a disposal of receivables

by a financial institution, or an

investment in the mainland

China area reaches 20 percent

or more of paid-in capital or

NT$300 million; provided, this

shall not apply to the following

circumstances:

14.6.1 Trading of government

bonds.

14.6.2 Investment is taken as a

profession and conduct

trade of marketable

securities in domestic or

overseas stock

exchanges or OTC

markets, or subscription

by investment

professionals of

ordinary corporate

bonds or of general bank

debentures without

equity characteristics

that are offered and

issued in the domestic

primary market, or

subscription by a

securities firm of

securities as necessitated

by its undertaking

business or as an

advisory recommending

securities firm for an

emerging stock

company, in accordance

with relevant

regulations.

14.6.3 Bonds with repurchase

or reverse repurchase

features, or subscription

or redemption of

domestic money market

funds issued by

domestic securities

investment trust

enterprises (SITE).

use and the counterpart

is not a related party and

the amount of

transaction does not

exceed NT$500 million.

14.4.5 Where land is acquired

under an arrangement on

engaging others to build

on the Company's own

land, engaging others to

build on rented land,

joint construction and

allocation of housing

units, joint construction

and allocation of

ownership percentages,

or joint construction and

separate sale, and the

amount the Company

expects to invest in the

transaction is less than

NT$500 million.

18


14.7 The amount of section 14.1 to

14.6 and the amount should be

obtained an appraisal report

from a professional appraiser

or a CPA's opinion in

compliance with the provisions

in section 5, 6, 7 and 9. shall

be computed as follows:

14.7.1 The amount of any

individual transaction.

14.7.2 The accumulated

amount of transaction

with the same

counterpart or of the

disposition of the same

type of asset within one

year.

14.7.3 The amount of the same

development project

accumulated from

disposition or

acquisition (counted

separately) in one year.


amount of the same

marketable security

acquired or disposed in

one year (counted

separately).

14.5 The amount of section 14.4

and the amount should be

obtained an appraisal report

from a professional appraiser

or a CPA's opinion in

compliance with the provisions

in section 5, 6, 7 and 9. shall

be computed as follows:

14.5.1 The amount of any

individual transaction.


amount of transaction

with the same

counterpart or of the

disposition of the same

type of asset within one

year.

14.5.3 The amount of the same

development project

accumulated from

disposition or

acquisition (counted

separately) in one year.


amount of the same

marketable security

acquired or disposed in

one year (counted

separately).

To change Article

No.

14.8 One year shall be defined as

the period from the day of

transaction to calendar year in

retrospect. Transactions

already announced under the

“Criteria for The Acquisition

or Disposition of Assets by

Public Companies” shall not

be included. the Company

shall report to the FSC the

status of derivative trade

conducted by the Company

and its subsidiaries which are

not public company in the

country of the month in the

required format to the required

website by the 10th day of the

next month. When the

company at the time of public

announcement makes an error

or omission in an item required

by regulations to be publicly

14.6 One year shall be defined as

the period from the day of

transaction to calendar year in

retrospect. Transactions

already announced under the

“Criteria for The Acquisition

or Disposition of Assets by

Public Companies” shall not

be included. the Company

shall report to the FSC the

status of derivative trade

conducted by the Company

and its subsidiaries which are

not public company in the

country of the month in the

required format to the required

website by the 10th

day of the

next month. Where the report

is incomplete or erroneous, the

Company shall immediately

make correction. Such

correction shall also be

To add the time of

announcement

correction

accordance with

revision of

regulation. And to

change Article No.

19


announced and so is required

to correct it, all the items shall

be again publicly announced

and reported in their entirety

within two days counting

inclusively from the date of

knowing of such error or

omission. The Company shall

retain related contracts,

meeting minutes, record

books, appraisal reports,

statements of opinions

expressed by public auditors,

lawyers and/or security

underwriters in its office for

five years unless otherwise

required by law.

announced. The Company

shall retain related contracts,

meeting minutes, record

books, appraisal reports,

statements of opinions

expressed by public auditors,

lawyers and/or security

underwriters in its office for

five years unless otherwise

required by law.

17 The paid-in capital or total

assets of the Company shall be

the standard for determining

whether or not a subsidiary

referred to in the preceding

paragraph is subject to section

14 requiring a public

announcement and regulatory

filing in the event the type of

transaction specified therein

reaches 20 percent of paid-in

capital or 10 percent of the total

assets.

17 The paid-in capital or total

assets of the Company shall be

the standard for determining

whether or not a subsidiary

referred to in the preceding

paragraph is subject to section

14.4 requiring a public

announcement and regulatory

filing in the event the type of

transaction specified therein

reaches 20 percent of paid-in

capital or 10 percent of the total

assets.

To change Article

No.

20

Lite-On Technology Corporation Appendix 1

Rules and Procedures of Shareholders’ Meeting

1. To establish a strong governance system and sound supervisory capabilities for this Company's

shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant

to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed

Companies.

2. The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by

law, regulation, or the articles of incorporation, shall be as provided in these Rules.

3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be

convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms,

and the origins of and explanatory materials relating to all proposals, including proposals for

ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and

upload them to the Market Observation Post System (MOPS) before 30 days before the date of a

regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This

Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental

meeting materials and upload them to the MOPS before 21 days before the date of the regular

shareholders meeting or before 15 days before the date of the special shareholders meeting. In

addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have

prepared the shareholders meeting agenda and supplemental meeting materials and made them

available for review by shareholders at any time. The meeting agenda and supplemental materials

shall also be displayed at this Corporation and the professional shareholder services agent designated

thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public

announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger,

or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or

Articles 26-1 and 43-6 of the Securities and Exchange Act , or Articles 56-1 and 60-2 of the

Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in

the notice of the reasons for convening the shareholders meeting. None of the above matters may be

raised by an extraordinary motion.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this

Company for discussion at a regular shareholders meeting pursuant to Article 172-1 of the Company

Act.

4. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing

the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders

meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the

shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall

prevail unless a declaration is made to cancel the previous proxy appointment.

21

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the

meeting in person or to exercise voting rights by correspondence or electronically, a written notice of

proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting

date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall

prevail.

5. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily

accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier

than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the

independent directors with respect to the place and time of the meeting

6. This Company shall furnish the shareholders meeting notice with the time and venue for signing in.

The aforementioned time for signing in shall be at least 30 minutes before the shareholder meeting

starts. There shall be signs to direct shareholders to proceed to the venue for signing in and personnel

who are suitable in charge.

Shareholders or their proxies (collectively, “shareholders”) shall attend shareholders meetings based

on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not

arbitrarily add requirements for other documents beyond those showing eligibility to attend presented

by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for

verification. This Corporation shall furnish attending shareholders with the meeting agenda book,

annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there

is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one

representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it

may designate only one person to represent it in the meeting.

7. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the

chairperson of the board. When the chairperson of the board is on leave or for any reason unable to

exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if the

vice chairperson also is on leave or for any reason unable to exercise the powers of the vice

chairperson, the chairperson shall appoint one of the board of directors to act as chair. Where the

chairperson does not make such a designation, the board or the directors shall select from among

themselves one person to serve as chair.

The board of director who serve as chair shall be in his post for more than six months and familiar

with the Company’s financials and operations. The same applies to the director who serve as chair

and who represents a corporation.

It is advisable that shareholders meetings convened by the board of directors be attended by a

majority of the directors, at least one independent director in person, and at least one member of each

functional committee on behalf of the committee. The attendance shall be recorded in the meeting

minutess.

If a shareholders meeting is convened by a party with power to convene but other than the board of

directors, the convening party shall chair the meeting. When there are two or more such convening

22

parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it

to attend a shareholders meeting in a non-voting capacity.

8. This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or

video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to

Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

9. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of

shares in attendance shall be calculated according to the shares indicated by the Notice of attendance

handed in plus the number of shares whose voting rights are exercised by correspondence or

electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending

shareholders do not represent a majority of the total number of issued shares, the chair may announce

a postponement, provided that no more than two such postponements, for a combined total of no more

than 1 hour, may be made. If the quorum is not met after two postponements and the attending

shareholders still represent less than one third of the total number of issued shares, the chair shall

declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the

attending shareholders represent one third or more of the total number of issued shares, a tentative

resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders

shall be notified of the tentative resolution and another shareholders meeting shall be convened within

1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total

number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders

meeting pursuant to Article 174 of the Company Act.

10. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the

board of directors. The meeting shall proceed in the order set by the agenda, which may not be

changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting

convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting

agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of

the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of

procedure, the other members of the board of directors shall promptly assist the attending

shareholders in electing a new chair in accordance with statutory procedures, by agreement of a

majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of

proposals and of amendments or extraordinary motions put forward by the shareholders; when the

23

chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may

announce the discussion closed and call for a vote.

11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech,

his/her shareholder account number (or attendance card number), and account name. The order in

which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be

deemed to have not spoken. When the content of the speech does not correspond to the subject given

on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same

proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules

or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they

have sought and obtained the consent of the chair and the shareholder that has the floor; the chair

shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders

meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant

personnel to respond.

12. Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with

no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that

such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on

that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph

shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent

securities authority, when one person is concurrently appointed as proxy by two or more shareholders,

the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented

by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that

percentage shall not be included in the calculation.

13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted

shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting

rights by correspondence or electronic means. When voting rights are exercised by correspondence or

electronic means, the method of exercise shall be established in accordance with the laws and shall be

specified in the shareholders meeting notice. A shareholder exercising voting rights by

correspondence or electronic means will be deemed to have attended the meeting in person, but to

24

have waived his/her rights with respect to the extraordinary motions and amendments to original

proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of

extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the

preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days

before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the

one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration

of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event

the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to

retract the voting rights already exercised under the preceding paragraph shall be made known to this

Corporation, by the same means by which the voting rights were exercised, before 2 business days

before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the

voting rights already exercised by correspondence or electronic means shall prevail. When a

shareholder has exercised voting rights both by correspondence or electronic means and by appointing

a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall

prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation,

the passage of a proposal shall require an affirmative vote of a majority of the voting rights

represented by the attending shareholders.

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first

announce the total number of voting rights represented by the attending shareholders, followed by a

poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for

each proposal, based on the numbers of votes for and against and the number of abstentions, shall be

entered into the MOPS.

At the time of a vote, if no attending shareholder voices an objection following an inquiry by the chair,

the proposal will be deemed approved, with the same effect as approval by vote.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or

alternative proposal together with the original proposal and decide the order in which they will be put

to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and

no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair,

provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting shall be conducted in public at the place of the shareholders meeting, and voting results

shall be reported on-site immediately and recorded in writing.

14. The election of directors at a shareholders meeting shall be held in accordance with the applicable

election and appointment rules adopted by this Corporation, and the voting results shall be announced

on-site immediately.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures

of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder

25

files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the

conclusion of the litigation.

15. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes.

The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to

each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be

distributed in accordance with the Company v Act.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the

chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations

and their results, and shall be retained for the duration of the existence of this Corporation.

16. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a

statistical statement of the number of shares obtained by solicitors through solicitation and the number

of shares represented by proxies, and shall make an express disclosure of the same at the place of the

shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under

applicable laws or regulations, this Corporation shall upload the content of such resolution to the

MOPS within the prescribed time period.

17. At the place of a shareholders meeting, if a shareholder attempts to speak through any device other

than the public address equipment set up by this Corporation, the chair may prevent the shareholder

from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the

proceedings and refusing to heed calls to stop, the chair may direct relevant personnel to escort the

shareholder from the meeting.

18. When a meeting is in progress, the chair may announce a break based on time considerations. If a

force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a

time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including

extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may

adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days

in accordance with Article 182 of the Company Act.

19. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders

meetings.

20. The Measures were established on March 13, 1989.

The 1st Amendment was made on May 19, 1998.

The 2nd Amendment was made on May 21, 2002.

The 3rd Amendment was made on June 19, 2013.

The 4th Amendment was made on June 24, 2015.

26

Appendix 2


Articles of Incorporation

Chapter One General Provisions

Article I The Company is duly incorporated in accordance with provisions governing limited

companies under the Company Law in the full name of Lite-On Technology Corporation

(Hereinafter referred to as the “Company”).

Article II The Company shall engage in the following business:

1. C804020 Manufacture of industry-oriented rubber products.

2. C805050 Manufacture of industry-oriented plastic products.

3. CB01010 Manufacture of machinery & equipment

4. CB01020 Business machinery manufacture.

5. CC01010 Electric Power Supply, Electric Transmission and Power Distribution

Machinery Manufacturing

6. CC01030 Manufacture of electrical appliance and audio and visual electronic products.

7. CC01040 Lighting Facilities Manufacturing

8. CC01060 Manufacture of wire communications machinery & equipment.

9. CC01070 Manufacture of wireless communications machinery & equipment.

10. CC01080 Manufacture of electronic parts & components.

11. CC01090 Batteries Manufacturing

12. CC01101 Manufacture of telecommunications controlled frequency RF equipment

manufacture.

13. CC01110 Computers and Computing Peripheral Equipments Manufacturing

14. CC01120 Data storage media manufacture and duplication.

15. CC01990 Electrical Machinery, Supplies Manufacturing

16. CD01030 Manufacture of automobile and automobile parts & components.

17. CD01040 Motor Vehicles and Parts Manufacturing

18. CE01010 Precision Instruments Manufacturing

19. CE01030 Manufacture of Optical instrument.

20. CF01011 Medical Materials and Equipment Manufacturing

21. CH01040 Manufacture of toy.

22. CQ01010 Manufacture of mold.

23. E603090 Illumination Equipments Construction

24. E801010 Interior decoration services

25. F106030 Mold wholesale.

26. F108031 Wholesale of Drugs, Medical Goods

27. F109070 Cultural, educational, music and recreational article & instrument wholesale.

28. F111090 Building material wholesale

29. F113010 Machinery wholesale.

30. F113020 Electrical appliance wholesale.

31. F113030 Precise instrument wholesale.

32. F113050 Computer & business machinery & equipment wholesale.

33. F113070 Telecommunication equipment wholesale.

27

34. F113110 Wholesale of Batteries

35. F114010 Wholesale of Automobiles

36. F114020 Wholesale of Motorcycles

37. F114030 Automobile, motorcycle parts & accessories wholesale.

38. F118010 Information software wholesale.

39. F119010 Electronic material wholesale.

40. F206030 Mold retail.

41. F209060 Cultural, educational, music and recreational article & instrument retail.

42. F211010 Building material retail.

43. F213010 Electric appliance retail.

44. F213030 Computer & business machinery & equipment retail.

45. F213040 Precise instrument retail.

46. F213060 Telecommunication equipment retail.

47. F213080 Machinery & appliance retail.

48. F213110 Retail Sale of Batteries

49. F214010 Retail Sale of Automobiles

50. F214020 Retail Sale of Motorcycles

51. F214030 Automobile, motorcycle parts & accessories retail.

52. F218010 Information software retail.

53. F219010 Electronic material retail.

54. F401010 International trade.

55. F401021 Import of controlled telecommunication frequency RF equipment.

56. G801010 Warehousing services.

57. H701010 Housing and building development, lease and sales.

58. I102010 Investment consultancy.

59. I103060 Management consultancy.

60. I301010 Information software services.

61. I301020 Data Processing Services

62. I501010 Product design business

63. I503010 Landscaping, interior design business.

64. IC01010 Pharmaceuticals Examining Services

65. IG03010 Energy Technical Services

66. ZZ99999 The Company may, other than those businesses subject to special permission

(franchise), engage in all businesses except those banned or restricted by laws.

Article III The Company is headquartered in Taipei City and may have branches set elsewhere at home

and abroad as resolved by the Board of Directors.

The Company may invest outward with the total amount of investment free of restrictions as

set forth in Article 13 of the Company Law.

The Company may act as a guarantor externally as required for business.

Chapter Two Shares

Article IV The total capital of the Company amounts to Thirty-Five Billion New Taiwan Dollars,

divided into 3.5 billion shares at Ten New Taiwan Dollars par value each. The Board of

Directors is authorized with full powers to issue shares in partial installments. Preferred

shares may be issued within the total capital. Of the total number of shares aforementioned,

28

one hundred million shares are reserved to be issued as stock options, preferred shares with

stock options or corporate bonds with stock options ready for exercise of options.

Article IV-1 The Company may issue employee stock options at an issuing price lower than the closing

price of the Company’s common shares on the date of issuance only upon the decision

resolved by two thirds of present shareholders who represent a majority of the total issued

shares in the shareholders’ meeting.

When the Company intends to transfer shares to employees at a price lower than the average

of actual repurchase prices, such transfer shall be duly posed at the latest shareholders’

meeting to be resolved by two thirds of votes in the shareholders’ meeting where present

shareholders represent a majority of the total issued shares.

Article V The Company’s shares are registered ones, which shall be duly signed and sealed by a

minimum of three directors and issued after duly authenticated by the competent authority

or the issuance registry entity approved by the competent authority. For the shares issued by

the Company, the Company may be exempted from printing share certificates but shall have

the shares so issued duly registered with the centralized securities depository enterprise.

Article VI Unless otherwise prescribed in laws, the Company shall manage share transfer, pledge of

rights, register for loss, succession, gift, change in address, report-for-loss and replacement

of registered specimen seals exactly in accordance with the “Regulations Governing Equity

Affairs of Public Companies”.

Article VII No transfer of shares shall be handled within sixty days prior to the regular shareholders’

meeting, or within thirty days prior to a special meeting of shareholders, or within five days

prior to the record (base) date scheduled to distribute dividends, bonuses or other benefits.

Chapter Three Shareholders’ meeting

Article VIII The shareholders' meeting hereof is in two categories: regular meetings and special

meetings. The former is convened once a year within six months from the closing of each

fiscal year and the latter may be duly called whenever necessary.

Article IX A shareholder who is unavailable to attend the shareholders' meeting may duly present a

power of attorney with the form provided by the Company, bearing the scope of the

authorized powers to authorize a proxy to attend on-behalf. The power of attorney shall be

duly used in accordance with applicable laws and ordinances and the rules promulgated by

the competent authority.

Article X The shareholders’ meeting convened by the Board of Directors shall be chaired by the

chairman. During the chairman’s absence or unavailability for performance of duties, the

substitution shall be duly handled in accordance with Article 208 of the Company Law. In

the event that the shareholders’ meeting is convened by a person beyond the Board of

Directors, the shareholders’ meeting shall be chaired by that convener. In case of two or

more conveners, one of them shall be elected to chair the meeting.

Article XI The Company’s shareholders are entitled to one voting right per share, provided that

shareholders have no voting right for shares held under Article 179 of the Company Law.

29

Article XII Unless otherwise provided for in applicable laws and regulations, decisions in the

shareholders' meeting shall be resolved by a majority of votes in the meeting where present

shareholders represent a majority of the total issued shares.

Article XIII Minutes of the shareholders' meeting shall be duly recorded to cover the decisions resolved,

to be duly signed or affixed by the chairperson and delivered to all shareholders within

twenty days after the meeting and be distributed to all shareholders of the

company in accordance with Company Law. The minutes shall include the month, date, year,

location, the chairperson’s name, method to resolve a decision, the highlights of

discussion and results thereof. The minutes of the shareholders’ meeting shall be archived

in the Company along with the shareholders’ sign-in book and powers of attorney

presented by proxies according to law.

Chapter Four Directors and Audit Committee

Article XIV The Company has seven to eleven directors, elected in the shareholders’ meeting from the

candidate of disposing capacity, with a three-year tenure of office and eligible for reelection.

Directors shall be duly elected in accordance with Regulations Governing Election of

Directors of the Company.

The aforementioned number of directors shall include a minimum of three independent

directors (including a minimum of one independent director in the expertise of accounting or

finance), and the number of independent directors shall not be less than the minimum of

one-fifth of the total number of director seats. Board of Directors (including independent

directors) are elected in a candidate nomination system set forth in Article 192-1 of the

Company Act. The shareholders’ meeting shall elect the right independent directors out of

the list of candidates. Matters regarding independent directors’ professional qualification

requirements, shareholding, restriction on concurrent post, recognition of independence,

methods of nomination and election, and other matters to be complied with shall be duly

handled in accordance with the requirements promulgated by the competent authority in

charge of securities affairs.

The Company duly establishes the Audit Committee in accordance with Article 14-4 of the

Securities and Exchange Law which shall be duly organized by independent directors in full.

The total number of the Company’s shares held by all directors shall not be less than the

percentage promulgated by the competent authority.

Article XV The Board of Directors is duly organized by directors. By attendance of two thirds of

directors and a majority of votes of attending directors, one chairman shall be duly elected.

In the same manner, one vice chairman shall be elected as necessary. The chairman shall

chair the shareholders’ meeting and Board of Directors meeting internally and represent the

Company externally and preside over all the Company’s business affairs, as assisted by the

Vice Chairman.

Article XVI Where the seats of directors are vacated by one-third, a shareholders’ meeting shall be duly

held to elect ones supplementarily to serve the tenure of office remaining by the

30

predecessors.

Article XVII The Board of Directors shall convene the meeting on a quarterly basis and may convene an

extraordinary meeting whenever the chairman considers it necessary or on the requisition of

two or more directors. Board of Directors meetings shall be convened and chaired by the

chairman in all cases. During the chairman’s absence or unavailability for performance of

duties, the substitution shall be duly handled in accordance with Article 208 of the Company

Law.

Notices for convening meetings may be made in writing or by e-mail or fax. An

extraordinary meeting may be convened at any time in case of an emergency.

The Board of Director meetings may be conducted by video conference. Directors who

participate in the meeting through video conference are deemed to have attended in person.

Article XVIII Unless otherwise provided for in the Company Law, decisions in the Board of Directors

meeting shall be resolved by a majority of votes in the meeting where attending directors

represent a majority of the total number of directors. A director who is unavailable to attend

the board of directors meeting may be represented by another director per Article 205 of the

Company Law.

Article XIX Minutes of a board of directors meeting shall be duly recorded, to be duly signed and

affixed seal by the chairperson and delivered to all directors within twenty days after the

meeting. The minutes shall include the highlights of discussion and results thereof. The

minutes of the board of directors meeting shall be archived in the Company along with the

directors’ sign-in book and powers of attorney presented by proxies according to law.

Article XX Organization, authority of office, rules and procedures of meetings and other matters to be

complied with of the Company’s Audit Committee shall be in conformity with the

requirements of the competent authority.

Article XX-1 Remuneration to directors shall be duly determined by the Board of Directors with reference

to the level of their participation in the business operation and values of their contribution as

well as the level prevalent in fellow firms at home and abroad.

Article XX-2 The Company may purchase liability insurance for directors for the term of their office to

insure them for potential risk in exercise of their duties.

Chapter Five Managers and staff members

Article XXI The Company may, as resolved in the Board of Directors, have a certain number of manages

all of whom shall be duly appointed, discharged and paid in accordance with Article 29 of

the Company Law.

Chapter Six Accounting

Article XXII Upon closing of each fiscal year, the Board of Directors shall prepare the following

documents and submit such documents to the shareholders' meeting for adoption. In case of

other requirements set forth in the Securities and Exchange Law or other laws and

ordinances concerned, such Securities and Exchange Law and other laws and ordinances

31

concerned shall govern. 1. Business report; 2. Financial Statements; and 3. Proposals of

profit appropriation or loss coverage.

Article XXIII The Company is currently operating at the growing phase. In consideration of expansion of

future operation, needs for working capital and the impact of the taxation system on the

Company and shareholders, the Company will distribute dividends where cash dividends

shall not be less than 10% of the total dividends distributed in the year.

Article XXIV The Company shall allocate the following compensation from the profit of each fiscal year

(The “profit” means “profit before income tax and employees’ and directors’ compensation"),

however, the Company shall have reserved a sufficient amount from such profit to offset its

accumulated losses (including unappropriated earnings adjustment if any):

1.Employees’ compensation：no less than 1%

2.Directors’ compensation：no more than 1.5%

The employees’ compensation under the preceding paragraph will be distributed by shares or

cash. The employees of the Company’s subsidiaries may also be entitled to such

compensation. The Board of Directors is authorized with full powers to determine the terms

and methods of appropriation. The Directors’ compensation under the preceding paragraph

may only be distributed by cash.

The Company shall, upon a resolution of the Board of Directors, distribute employees' and

director’s compensation in the preceding two paragraphs, and report to the shareholders’


Article XXIV-1 If there is net profit after tax upon the final settlement of account of each fiscal year,

the Company shall first to offset any previous accumulated losses (including

unappropriated earnings adjustment if any) and set aside a legal reserve at 10% of

the net profits, unless the accumulated legal reserve is equal to the total capital of the

Company; then set aside special reserve in accordance with relevant laws or

regulations or as requested by the authorities in charge. The remaining net profit,

plus the beginning unappropriated earnings (including adjustment of unappropriated

earnings if any) , shall be distributed into dividends to shareholders according to the

distribution plan proposed by the Board of Directors and submitted to the

shareholders’ meeting for approval.

Chapter Seven Bylaws

Article XXIV The Company’s organizational regulations and operational rules shall be separately enacted

by the Board of Directors.

Article XXV The Taiwan Depository & Clearing Corporation (TDCC) may request that the Company

consolidate the shares to issue large denomination share certificates.

Article XXVI Any matters insufficiently provided for in the Articles of Incorporation shall be subject to

the Company Law and other applicable laws and ordinances.

Article XXVII The Articles of Incorporation and amendment hereof, if any, shall come into enforcement

after being resolved in the shareholders’ meeting, submitted to and approved by the

competent authority.

32

Article XXVIII The Articles were duly stipulated on March 13, 1989.

The Articles were duly amended on March 20, 1990 as the 1st amendment.

The Articles were duly amended on May 11, 1991 as the 2nd amendment.

The Articles were duly amended on May 20, 1992 as the 3rd amendment.

The Articles were duly amended on June 27, 1992 as the 4th amendment.


The Articles were duly amended on December 18, 1993 as the 6th amendment.

The Articles were duly amended on May 30, 1995 as the 7th amendment.

The Articles were duly amended on April 2, 1996 as the 8th amendment.





The Articles were duly amended on April 19, 2001 as the 13th amendment.


The Articles were duly amended on August 5, 2002 as the 15th amendment.






The Articles were duly amended on June 25, 2008 as the 21st amendment.

The Articles were duly amended on June 15, 2010 as the 22nd amendment.

The Articles were duly amended on June 19, 2012 as the 23rd amendment.

The Articles were duly amended on June 19, 2013 as the 24rd amendment.



33

Appendix 3

Impact of issuance of stock dividends proposed in this shareholders’

meeting upon the Company’s business performance, earning per share

(EPS) and shareholder investment return

(Note1) Only cash dividends and no stock dividends were proposed in the Company’s 2016

shareholder meeting.

(Note2) In accordance with the “Guidelines for Disclosure of the Financial Forecast by

Public Companies”, it is not necessary for the Company to disclose financial forecast

information of 2017. Thus information related to change of operating performance and pro

forma earnings per share and the PE ratio are not applicable.

34

Appendix 4


The individual and overall shareholding by directors and supervisors as entered in the Register (Roster)

of Shareholders is as follows:

I. In accordance with Article 26 of the Securities and Exchange Act, the Company’s directors shall

at least hold a total of 56,420,808 shares. As of April 24, 2017, the entire directors of the

Company held 187,030,054 shares.

II. The Company has established an Audit Committee; so the requirements for shareholding by

supervisors are not applicable.

III. Shares held by Independent Directors are not counted towards the shares held by all directors.

IV. Shareholding facts by all Directors: The record (base) date is the date on which transfer is

suspended, i.e., April 24, 2017.

Position Name Date when

elected

Tenure of

office

Number of shares

held when being

elected

Number of shares

held on the date

when transfer is

suspended

Chairman Raymond Soong 2016.06.24 Three

years 78,908,736 79,302,560

Vice

Chairman

Lite-On Capital Corporation

Representative Warren Chen 2016.06.24

Three

years 15,040,803 15,115,869

Director Ta-Sung Investment Co., Ltd.

2016.06.24 Three

years 46,854,554 47,088,399

Representative Keh-Shew Lu

Director Ta-Sung Investment Co., Ltd.

2016.06.24 Three

years 46,854,554 47,088,399

Representative: TBD

Director Dorcas Investment Co., Ltd

Representative Joseph Lin. 2016.06.24

Three

years 6,019,584 6,049,627

Director

Yuan Pao Development &

Investment Co. Ltd. 2016.06.24 Three

years 39,277,570 39,473,599

Representative CH Chen

Director

Yuan Pao Development &

Investment Co. Ltd. 2016.06.24 Three

years 39,277,570 39,473,599

Representative David Lee

Independent

Director Kuo-Feng Wu 2016.06.24

Three

years 0 0

Independent

Director Harvey Chang 2016.06.24

Three

years 0 0

Independent

Director Edward Yang 2016.06.24

Three

years 0 0

Independent

Director Albert Hsueh 2016.06.24

Three

years 0 0

The total of all directors (Note III) 186,101,247 187,030,054 0

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