1.
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Taiwan Stock Exchange filing entitled, “To announce the merger of BriView Corporation ("BriView") and Forhouse Corporation ("Forhouse"), on behalf of BriView, a subsidiary of AUO”, dated March 11, 2014.
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2.
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Taiwan Stock Exchange filing entitled, “The Board resolution to convene 2014 Annual General Shareholders' Meeting”, dated March 11, 2014.
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3.
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Taiwan Stock Exchange filing entitled, “The Board of the Company proposed dividend distribution”, dated March 11, 2014.
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4.
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Taiwan Stock Exchange filing entitled, “The Board resolved to issue new common shares for cash to sponsor the DR Offering and/or issue new common shares for cash in public offering”, dated March 11, 2014.
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5.
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Taiwan Stock Exchange filing entitled, “The Board resolution of issuance of new common shares for cash in private placement ("Private Placement Shares")”, dated March 11, 2014.
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6.
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Taiwan Stock Exchange filing entitled, “The Board resolved to issue overseas or domestic convertible bonds in private placement (“Private Placement CB”)”, dated March 11, 2014.
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7.
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Taiwan Stock Exchange filing entitled, “The Board resolved to donate to BenQ Foundation to promote art and educational programs”, dated March 11, 2014.
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8.
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Taiwan Stock Exchange filing entitled, “The Board resolved to revise down the budgeted capital expenditures”, dated March 11, 2014.
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9.
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Taiwan Stock Exchange filing entitled, “AUO will attend “Bank of America Merrill Lynch 『Taiwan, Technology & Beyond Conference』””, dated March 11, 2014.
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AU Optronics Corp.
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Date: March 11, 2014
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By:
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/s/ Andy Yang
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Name:
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Andy Yang
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Title:
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Chief Financial Officer
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Subject:
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To announce the merger of BriView Corporation ("BriView") and Forhouse Corporation ("Forhouse"), on behalf of BriView, a subsidiary of AUO
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Regulation:
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Published pursuant to Article 2-20 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):Stock of BriView and stock of Forhouse
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2.
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Date of occurrence of the event:2014/03/11
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3.
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Volume, unit price, and total monetary amount of the transaction:
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4.
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Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
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5.
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Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:
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6.
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Where a person who owned the property within the past five years has been an actual
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7.
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Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced): N/A
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8.
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Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained): N/A
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9.
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Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
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10.
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The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
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11.
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Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
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12.
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Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
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13.
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Broker and broker's fee:N/A
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14.
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Concrete purpose or use of the acquisition or disposition:
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15.
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Net worth per share of company underlying securities acquired or disposed of: NTD 19.24 per share of BriView
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16.
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Do the directors have any objection to the present transaction?:No
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17.
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Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No
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18.
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Any other matters that need to be specified:
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Subject:
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The Board resolution to convene 2014 Annual General Shareholders' Meeting
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Regulation:
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Published pursuant to Article 2-17 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of the board of directors resolution:2014/03/11
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2.
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Date for convening the shareholders' meeting:2014/06/06
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3.
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Location for convening the shareholders' meeting:
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4.
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Cause or subjects for convening the meeting:
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(1)
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To report the business of 2013
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(2)
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Audit Committee's Review Report
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(3)
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To report the indirect investments in China in 2013
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(4)
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To report the issuance of securities in private placement
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(1)
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To accept 2013 Business Report and Financial Statements
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(2)
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To approve the proposal for distribution of 2013 profits
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(1)
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To revise the "AUO Rules and Procedures for Shareholders’ Meeting"
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(2)
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To revise the "Handling Procedures for Acquisition or Disposition of Assets", "Handling Procedures for Conducting Derivative Transactions", and "Handling Procedures for Capital Lending"
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(3)
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To approve issuance of new common shares for cash to sponsor issuance of the overseas depositary shares and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement
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(4)
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To lift non-competition restrictions on board members
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5.
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Book closure starting date:2014/04/08
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6.
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Book closure ending date:2014/06/06
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7.
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Any other matters that need to be specified:
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(1)
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The 2014 Submission Period of shareholder proposals proposed by shareholders pursuant to the ROC Company Law are from March 31, 2014 to April 9, 2014.
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(2)
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Pursuant to the Company’s Articles Of Incorporation and Section 4.16(b) of Amendment No. 1 and Section 4.17(b) of Amendment No. 1 to the Deposit Agreement between the Company and Citibank, N.A., as Depositary, dated February 15, 2006, any proposal submitted by ADR holders must be received by the Depositary 2 business days prior to the expiration of the Submission Period. Therefore, any proposal submitted by ADR holders must be received by the Depositary between March 31, 2014 to April 7, 2014. For all enquiries, please contact Citibank Shareholder Services at 1-877- CITI-ADR (+1-877-248-4237).
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Subject:
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The Board of the Company proposed dividend distribution
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Regulation:
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Published pursuant to Article 2-14 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of the board of directors resolution :2014/03/11
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2.
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Appropriations of earnings in cash dividends to shareholders (NT$ per share):
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3.
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Cash distributed from legal reserve and capital surplus to shareholders (NT$ per share):NA
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4.
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Total amount of cash distributed to shareholders (NT$):
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5.
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Appropriations of earnings in stock dividends to shareholders (NT$ per share):NA
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6.
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Stock distributed from legal reserve and capital surplus to shareholders (NT$ per share):NA
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7.
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Total amount of stock distributed to shareholders (shares):NA
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8.
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Remunerations for directors and supervisors (NT$): NT$ 11,287,015
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9.
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Cash bonus to employees (NT$): NT$ 564,350,772
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10.
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Stock bonus to employees (NT$): NA
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11.
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Any other matters that need to be specified: NA
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Subject:
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The Board resolved to issue new common shares for cash to sponsor the DR Offering and/or issue new common shares for cash in public offering
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Regulation:
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Published pursuant to Article 2-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of the board of directors resolution:2014/03/11
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2.
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Source of capital increase funds:
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3.
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Number of shares issued:
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4.
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Par value per share: NTD 10
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5.
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Total monetary amount of the issue: To be determined
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6.
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Issue price: To be determined
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7.
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Number of shares subscribed by or allotted to employees:
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8.
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Number of shares publicly sold: To be determined
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9.
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Ratio of shares subscribed by or allotted as stock dividends to existing shareholders:
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(1)
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Issuance of new common shares for cash to sponsor the DR Offering:
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(2)
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It is proposed to authorize the Board to choose either of the following methods to sell the new shares in the public offering through the underwriter(s):
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10.
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Method of handling fractional shares and shares unsubscribed by the deadline:
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(1)
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Issuance of new common shares for cash to sponsor the DR Offering:
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(2)
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Issuance of new common shares for cash in public offering:
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11.
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Rights and obligations of the newly issued shares:
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12.
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Utilization of the funds from the capital increase:
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13.
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Any other matters that need to be specified:
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Subject:
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The Board resolution of issuance of new common shares for cash in private placement ("Private Placement Shares")
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Regulation:
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Published pursuant to Article 2-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of the board of directors resolution:2014/03/11
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2.
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Types of the private placement:Common shares
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3.
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Buyers of the private placement and their relationships with the company:
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4.
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Number of shares or bonds privately placed:
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5.
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Total monetary amount of the private placement: To be determined.
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6.
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The pricing basis of private placement and its reasonableness:
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(a)
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The higher of (x) the simple average closing price of the Company’s common shares for 1, 3 or 5 trading days prior to the pricing date, and (y) the simple average closing price of the Company’s common shares for 30 trading days prior to the pricing date, after adjustment for bonus shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, should be the reference price of the subscription price of the Private Placement Shares.
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(b)
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The issue price of the Private Placement Shares shall be no less than 80% of the reference
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(c)
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As subscription price of the Private Placement Shares will be determined with reference to the price of the Company’s common shares and the theoretical price in accordance with the regulations governing public companies issuing securities in private placement, thus, the price determination should be reasonable.
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7.
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Use of the funds raised in the private placement:
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8.
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Reasons for conducting non-public offerings:
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9.
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Objections or qualified opinions from independent Board of Directors :None
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10.
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The record date for share conversion, if conversion, exchange, or subscription rights are attached:NA
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11.
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Possible dilution of equity, if conversion, exchange, or subscription rights are attached:NA
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12.
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Possible influence of change in shareholding, if conversion or subscription rights are fully attached:NA
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13.
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Countermeasures of the aforesaid estimate change in shareholding:NA
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14.
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Any other matters that need to be specified:
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(1)
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For the Private Placement Shares and/or the new common shares to be issued upon conversion of Private Placement CB, after expiration of three years following delivery date of the Private Placement Shares/Private Placement CB, the Board is authorized to obtain an approval letter issued by the Taiwan Stock Exchange (“TSE”) acknowledging that the Private Placement Shares /new common shares to be issued upon conversion of Private Placement CB meet the requirements for TSE listing before the Company submitting application with the Financial Supervisory Commission for retroactive handling of public issuance of such shares and submitting application with TSE for listing such shares on TSE. The Private Placement Shares and the new common shares to be issued upon
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(2)
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The reason for the situation where the issue price of the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and/or and the conversion price for the Private Placement CB is set as a price less than the par value due to change of the market change and the reason for the Company not adopt other fund raising method and the reasonableness for such determination:
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Subject:
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The Board resolved to issue overseas or domestic convertible bonds in private placement (“Private Placement CB”).
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Regulation:
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Published pursuant to Article 2-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of the board of directors resolution:2014/03/11
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2.
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Name of the corporate bonds:
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3.
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Total amount of the issue:
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4.
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Face value:
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5.
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Issue price:
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6.
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Issue period:
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7.
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Issue coupon/interest rate:To be determined by the Board.
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8.
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Types, names, monetary amounts of security or collateral and stipulations thereupon:NA
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9.
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Use of the funds raised by the offering and utilization plan:
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10.
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Trustee for the bonds:NA
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11.
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Guarantor(s) for the issue:NA
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12.
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Institution serving as agent for payment of the principal and interest:NA
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13.
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Resale conditions:
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14.
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Repurchase conditions:To be determined by the Board.
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15.
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The record date for share conversion, if conversion, exchange, or subscription rights are attached:NA
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16.
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P ossible dilution of equity, if conversion, exchange, or subscription rights are attached:NA
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17.
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Possible influence of change in shareholding, if conversion or subscription rights are fully attached:NA
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18.
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Countermeasures of the aforesaid estimate change in shareholding:NA
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19.
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Any other matters that need to be specified:
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(1)
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For the Private Placement Shares and/or the new common shares to be issued upon conversion of Private Placement CB, after expiration of three years following delivery date of the Private Placement Shares/Private Placement CB, the Board is authorized to obtain an approval letter issued by the Taiwan Stock Exchange (“TSE”) acknowledging that the Private Placement Shares /new common shares to be issued upon conversion of Private Placement CB meet the requirements for TSE listing before the Company submitting application with the Financial Supervisory Commission for retroactive handling of public issuance of such shares and submitting application with TSE for listing such shares on TSE. The Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will have the same rights and obligations as the Company’s existing issued and outstanding common shares.
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(2)
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The conversion price of the Private Placement CB shall be no less than 80% of (x) the simple average closing price of the Issuer’s common shares for 1, 3 or 5 trading days prior to the pricing date, after adjustment for bonus shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, or (y) the simple
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(3)
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The reason for the situation where the issue price of the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and/or and the conversion price for the Private Placement CB is set as a price less than the par value due to change of the market change and the reason for the Company not adopt other fund raising method and the reasonableness for such determination:
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Subject:
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The Board resolved to donate to BenQ Foundation to promote art and educational programs.
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Regulation:
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Published pursuant to Article 2-43 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of occurrence of the event:2014/03/11
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2.
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The reason for the donation:
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3.
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The total amount of the donation:NTD3,500,000
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4.
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Counterparty to the donation:BenQ Foundation
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5.
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Relationship to the Company:The related party of the Company.
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6.
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Name and resume of the independent director that expressed objection or reservation:None.
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7.
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Contents of the objection or reservation:NA
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8.
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Any other matters that need to be specified:None.
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Subject:
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The Board resolved to revise down the budgeted capital expenditures
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Regulation:
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Published pursuant to Article 2-15 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of occurrence of the event:2014/03/11
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2.
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Date of the original public announcement and reporting:2014/03/11
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3.
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Summary of the content originally publicly announced and reported:NA
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4.
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Reason for, and major content of, the change:
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5.
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Effect on the Company's finances and business after the change:NA
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6.
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Any other matters that need to be specified:
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(1)
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The budget execution of the Company will be subject to customer demand and market situation.
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(2)
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On a consolidated basis, the fixed assets the Company acquired and paid for amounted of NT$25.458 billion in 2013.
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Subject:
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AUO will attend “Bank of America Merrill Lynch『Taiwan, Technology & Beyond Conference』”
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Regulation:
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Published pursuant to Article 2-12 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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1.
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Date of the investor conference:2014/03/18
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2.
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Time of the investor conference:09:30
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3.
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Location of the investor conference:Shangri-La's Far Eastern Plaza Hotel, Taipei
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4.
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Brief information disclosed in the investor conference:
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5.
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The presentation of the investor conference release:
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6.
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Will the presentation be released in the Company’s website:
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7.
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Any other matters that need to be specified:None.
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