Summary Translation for major items in the Meeting Agenda:

Transcription

1 Summary Translation for major items in the Meeting Agenda: (2) ACKNOWLEDGMENT AND RESOLUTION ITEMS A. To acknowledge 2012 Business Report and Financial Statements. (Proposed by the Board) Explanation: (1) 2012 Company s Business Report and Financial Statements, including the balance sheet, income statement, statement of changes in shareholders equity, and statement of cash flows, have been approved by the Board and audited by independent auditors, Wan-I Liao and Chien-Hsin Hsieh of Deloitte & Touche, as well as examined by the supervisors of the Company. (2) The 2012 Business Report, independent auditors audit report, and the above-mentioned Financial Statements, are appeared as attachment I. (3) Please acknowledge the above-mentioned Business report and Financial Statements. Resolution: B. To acknowledge 2012 Deficit Compensation Statement. (Proposed by the Board) Explanation: (1) The 2012 Deficit Compensation Statement, are appeared as attachment II. (2) The Statement was approved by the Board and examined by the supervisors of the Company. Resolution: C. To approve the proposal for cash capital increase of common shares by private placement or public offering by way of alternative or combinative processing. (Proposed by the Board) Explanation: For introducing strategic investors and liquidating liabilities, it is proposed to authorize the Board of Directors to execute the issuance of 700 million common shares through private placement or public offering by way of alternative or combinative processing. The use of the funds and anticipated

2 benefits, are appeared as attachment III. (1) If the issuance is through private placement: Within the ceiling of 300 million shares of Common Share, the plan will be executed within one year in one lot after the proposal approved by the shareholders meeting on Jun 7, ( I ) Reasons for necessity for conducting the private placement: ( i ) The reasons for not using a public offerings: The characteristics of private placement could introduce strategic investors quickly and easily, and could ensure the long-term cooperation because the securities of private placement will be transactions restricted within three years after delivery date. Furthermore, authorizing the Board of Directors to do private placement could improve the mobility and flexibility of the Company s financing. (ii) The limit on the private placement: 300 million shares of Common Shares. (iii) The use of the funds raised by the private placement and the anticipated benefits: (a) The use of the funds: For liquidating liabilities, replenishing the Company s working capital or according to the investing agreement. (b) The anticipated benefits: The private placement could introduce strategic investors quickly in order to strengthen the technology, business and key components to improve competitiveness; if the fund is used for liquidate liabilities, replenishing the Company s working capital, it will improve the financial structure and corporate competitiveness. (II) The basis and reasonableness of the private placement pricing: Because transactions of the privately issued common shares are restricted within three years period after delivery date, the issue price will be set by no less than 80% of the higher of the following two calculations: (i) The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. (ii) The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or

3 capital reduction. The actual pricing date and issue price will be decided by the Company's Board based on the foregoing pricing principle. The issue price may be lower than the stock par value, provided that the actual issue price was due to the determination calculated from the above formula. It is not a special case and still should be a reasonable price, without particularly affecting shareholders equity. (III) The method for selecting the specific Purchasers: It will be selected according with the Article 43-6, Security and Exchange Law. (i) The strategic investors who would help to strengthen the Company s technology, business and key components. The qualifications of strategic investors should be go through by the Board of Directors. The purpose, necessity, and expected benefits for selecting the specific persons who meet the aforementioned specific strategic investors, are in response to the need of long-term development of the Company, proposed by the technology, knowledge, brand or channel, etc. to assist the Company to upgrade technology, improve quality, reduce costs, stable source of supply key components to enhance efficiency, expand markets efficiency and so on. (ii) The insiders or related parties of the Company. The list of placees and the relationship between the placees and the Company, please refer to attachment IV. The purpose, necessity, and expected benefits for the forgoing insiders or related parties of the Company, are the specific persons know the business of the Company well or are the suppliers or customers of TFT-LCD that can help the Company s business development. (IV) Because of change in one-third or more of directors in 2012 shareholders meeting, the Company has obtained the assessment opinion issued by the securities underwriter on the necessity and reasonableness for conducting the private placement. (V) The rights and obligations of the private placement common shares are the same as the existing shares. However, in accordance with the provisions of the Securities and Exchange Law, transactions of the privately issued common shares are restricted with three years period after delivery date. The company shall, for three full years following the delivery date of the private placement common shares, obtain a letter issued by the TWSE acknowledging that the securities meet the standard for exchange listing before it may file with the Financial Supervisory Commission for retroactive handing of public issuance

4 procedures. (VI) It is proposed to authorize the Company s Board to determine, proceed or revise the issuance of private placement, including issue price(excluding pricing discount rate), shares, plan, terms and the other terms related to the issuance plan, based on the Law, government authorities instructions or market conditions. (2) If the issuance is through public offering: The Shareholders meeting will authorize Board of Directors to raise funds in one or multiple closings and based on the ways and principles as follows: ( I ) The principles of capital increase through local subscriptions: To authorize Board of Directors to adopt raise funds by book building or public subscription. ( i ) If cash capital increase by book building: With the exception of 10%~15% of the new shares to be reserved for subscription by employees of the Company as required by Article 267 of the Company Law, the rest will be offered for public issuance as all original shareholders have waived their rights for subscription in accordance with Article 28-1 of the Securities and Exchange Act. If the Company s employees have not subscribed sufficiently and adequately or waived the right to subscribe, the chairman may contact specific party for purchase. The actual issuance price shall be decided based on the rules set forth in the Self-discipline Rules Concerning Subscription and Issuance of Securities by the Issuing Company Member Underwriters Have Assisted in the Process, i.e., the issuance price shall not be lower than 90% of the simple average closing price of the common shares of the exchange-listed for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The actual issue price will be determined by the chairman and underwriter based on the book building, issuance market and the foregoing pricing principle. ( ii ) If cash capital increase by public subscription: With the exception of 10%~15% of the new shares to be reserved for subscription by employees of the Company as required by Article 267 of the Company Law, 10% of the new shares will be publicly offered, all original shareholders booked on the shareholders list will subscribe for the rest 75%~80% of the new shares. The chairman may contact specific parties to subscribe for the fractional shares and shares unsubscribed by the deadline. The actual issuance price shall be decided based on the rules set

5 forth in the Self-discipline Rules Concerning Subscription and Issuance of Securities by the Issuing Company Member Underwriters Have Assisted in the Process, i.e., the issuance price shall not be lower than 70% of the simple average closing price of the common shares of the exchange-listed for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. (II) The principles of capital increase through new share issue to sponsor issuance of global depositary receipts (GDRs): With the exception of 10% of the new shares to be reserved for subscription by employees of the Company as required by Article 267 of the Company Law, the rest will be offered for public issuance to sponsor issuance of GDRs as all original shareholders have waived their rights for subscription in accordance with Article 28-1 of the Securities and Exchange Act. For the part that employee have not subscribed, the chairman is authorized to contact specific party for purchase, or depending on the stock market requirements to sponsor issuance of GDRs. The actual issuance price shall be decided based on the rules set forth in the Self-discipline Rules Concerning Subscription and Issuance of Securities by the Issuing Company Member Underwriters Have Assisted in the Process, i.e., the issuance price shall not be lower than 90% of the simple average closing price of the common shares of the exchange-listed for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The actual issue price will be determined by the chairman and underwriter based on the issuance market and the foregoing pricing principle. For requirements of GDRs issuance, the chairman of the board or his designated representative is authorized to represent the Company in signing all documents related to sponsor issuance of GDRs as well as handling all needed matters related to the issuance of GDRs. (III) The board of directors is authorized to set the major contents of the capital increase in cash plan, which includes issuance price, number of shares issued, issuance conditions, plan items, amount of fund raised, estimated progress and estimated probable effect generated as well as the issuance plan of participation in the issuance of GDRs. (3) The issue price may be lower than the stock par value, provided that the actual issue price was due to the determination calculated from the above formula. It is not a special case and still should be a reasonable price, without particularly affecting shareholders. (4) The highest dilution ratio in relation to the original shareholders equity

6 will be 19.29% calculated on the outstanding common shares as of March 17, As the proceeds of the funds will be used for working capital and repayment of debt, the new shares issuance will not affect much of the shareholders equity. Resolution: E. To approve the amendment to the Articles of Incorporation. (Proposed by the Board) Explanation: (1) In order to better meet the Company s business needs, parts of the provisions of the Company s Articles of Incorporation are suggested for revision. The comparison table of the Company s Articles of Incorporation revised before and after revision, please refer to attachment V. (2) The proposed amendment is submitted for discussion and voting. Resolution: F. To approve the amendment to the Procedures for Loaning of Funds and Making of Endorsements/Guarantees. (Proposed by the Board) Explanation: (1) In order to meet the revision to Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies announced on July 6, 2012 by the Financial Supervisory Commission R.O.C., parts of the provisions of the Company s Procedures for Loaning of Funds and Making of Endorsements/Guarantees are suggested for revision. (2) The comparison table of the Company s Procedures for Acquisition or Disposal of Assets revised before and after version, please refer to attachment VI. Resolution:

7 G. To approve the amendment of the Shareholders Meeting Rules and Procedures. (Proposed by the Board) Explanation: In order to better meet the Company s actual work and the Sample Template for the Rules of Procedure for Shareholders Meeting amended per February 27,2013 Public Announcement No. Taiwan-Stock-Listing-I of the Taiwan Stock Exchange Corporation, parts of the provisions of the Company s Shareholders Meeting Rules and Procedures are suggested for revision. The comparison table of the Company s Shareholders Meeting Rules and Procedures revised before and after revision, please refers to the attachment VII. Resolution:

8 Attachment I INDEPENDENT AUDITORS REPORT The Board of Directors and Stockholders HannStar Display Corporation We have audited the accompanying balance sheets of HannStar Display Corporation as of December 31, 2012 and 2011, and the related statements of income, changes in stockholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Corporation s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HannStar Display Corporation as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, the requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards, and accounting principles generally accepted in the Republic of China. March 18, 2013 Notice to Readers The accompanying financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China. For the convenience of readers, the 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 auditors report and financial statements shall prevail.

9 Attachment I HANNSTAR DISPLAY CORPORATION BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Par Value) ASSETS Amount % Amount % LIABILITIES AND STOCKHOLDERS EQUITY Amount % Amount % CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents $ 11,594, $ 4,708, Financial liabilities at fair value through profit or loss $ 28,812 - $ - - Financial assets at fair value through profit or loss 328, ,824 1 Accounts payable 4,070, ,711, Accounts receivable, net 3,015, ,159,865 7 Payable to related parties 133, ,014 1 Receivable from related parties 686, ,255,923 3 Accrued expenses 1,603, ,854,384 7 Other receivable 443, ,476 1 Other payable to related parties 272, ,556 1 Other receivable from related parties 567, ,198,934 3 Payable for equipment purchased 466, ,608,611 4 Financing receivable from related parties 358, Other payable 741, ,048,262 2 Inventories 1,900, ,161,091 9 Current portion of long-term debt 1,479, ,250 1 Pledged time deposits 11,012-11,220 - Other current liabilities 25,514-90,082 - Other current assets 527, ,690 2 Total current liabilities 8,821, ,754, Total current assets 19,433, ,327, LONG-TERM LIABILITIES LONG-TERM INVESTMENTS Long-term debt 5,515, ,506,650 4 Investments accounted for under equity method 4,960, ,919, Hedging derivative liabilities 5, Available-for-sale financial assets 1,241, ,515,219 4 Long-term payable 476, Hedging derivative assets - - 3,706 - Financial assets carried at cost 24, ,740 - Total long-term liabilities 5,997, ,506,650 4 Total long-term investments 6,226, ,563, OTHER LIABILITIES Deferred credits 10,859-24,679 - PROPERTIES Cost Total liabilities 14,830, ,285, Buildings 4,096, ,044,187 9 Machinery and equipment 61,847, ,487, STOCKHOLDERS EQUITY Transportation equipment 4,902-7,542 - Common stock, $10 par value, authorized: 9,000,000,000 shares; Furniture and equipment 265, ,616 1 issued: 2,929,240,808 shares in 2012 and 5,858,481,616 shares in Leasehold improvements 5,898-1, ,292, ,584, Total cost 66,220, ,810, Capital surplus 805, ,189,282 3 Less: Accumulated depreciation 57,112, ,441, Accumulated losses Accumulated impairment 378, ,363 1 Legal reserve - - 1,437, ,728, ,050, Deficit (1,640,926) (4) (31,162,995) (71) Construction in progress and prepayments for equipment, net 6,520, ,542, Total accumulated losses (1,640,926) (4) (29,725,046) (68) Others Properties, net 15,249, ,593, Cumulative translation adjustments 257, ,004 1 Unrealized loss on financial instruments (1,093,502) (3) (986,262) (3) INTANGIBLE ASSETS Total others (835,850) (2) (658,258) (2) System software costs, net 14,086-33,074 - Prepaid pension cost 64,652-63,717 - Total stockholders equity 27,620, ,390, Deferred technology transfer and license fees, net 868, ,232 1 Total intangible assets 946, ,023 1 OTHER ASSETS Idle assets, net 584, ,429 2 Others 10,354-11,768 - Total other assets 595, ,197 2 TOTAL $ 42,451, $ 43,676, TOTAL $ 42,451, $ 43,676,

10 Attachment I HANNSTAR DISPLAY CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Loss Per Share) Amount % Amount % OPERATING REVENUES $ 35,176, $ 42,949, LESS: SALES RETURNS AND DISCOUNTS 257, ,266,852 3 NET OPERATING REVENUES 34,918, ,682, OPERATING COSTS 30,149, ,946, GROSS PROFIT BEFORE ADJUSTMENTS 4,769, ,736,418 4 UNREALIZED PROFIT - INTERCOMPANY - - (3,914) - REALIZED PROFIT - INTERCOMPANY 13, GROSS PROFIT 4,783, ,732,504 4 OPERATING EXPENSES Selling 1,501, ,904,729 7 General and administrative 690, ,276 1 Research and development 1,425, ,718,448 4 Total operating expenses 3,617, ,215, INCOME (LOSS) FROM OPERATIONS 1,165,732 3 (3,482,949) (8) NON-OPERATING INCOME AND GAINS Interest 44,697-24,628 - Dividend income ,537 - Gain on disposal of properties and idle assets 4,016-51,494 - Foreign exchange gain, net 116, ,666 - Others 111, ,747 1 Total non-operating income and gains 277, ,072 1 NON-OPERATING EXPENSES AND LOSSES Interest 128,652-55,175 - Investment loss recognized under equity method 1,771, ,278,874 6 Loss on disposal of properties and idle assets 9, ,123 1 Loss on sale of investments, net 70, Depreciation on idle assets 51,923-98,149 - Impairment loss on financial assets and properties 155, ,501 1 (Continued)

11 Attachment I HANNSTAR DISPLAY CORPORATION STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Loss Per Share) Amount % Amount % Valuation loss on financial instruments, net $ 145,015 1 $ 119,850 - Others 750, ,134,658 3 Total non-operating expenses and losses 3,083, ,414, LOSS BEFORE INCOME TAX (1,640,926) (5) (7,441,207) (18) INCOME TAX EXPENSE NET LOSS $ (1,640,926) (5) $ (7,441,207) (18) Before Income Tax After Before Income Income Tax Tax After Income Tax LOSS PER SHARE Basic loss per share $ (0.56) $ (0.56) $ (2.56) $ (2.56) (Concluded)

12 Attachment I HANNSTAR DISPLAY CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Per Share Information) Capital Surplus Others Additional Unrealized Paid-in Capital Long-term Cumulative Gain (Loss) on Total Common Stock - Issuance of Convertible Equity Accumulated Losses Translation Financial Stockholders Common Stock Bonds Stock Options Treasury Stock Investments Total Legal Reserve Deficit Total Adjustments Instruments Equity BALANCE, JANUARY 1, 2011 $ 52,244,316 $ 1,597,456 $ 1,458,708 $ 75,769 $ 1,058,688 $ 239,725 $ 4,430,346 $ 1,437,949 $ (23,511,644) $ (22,073,695) $ 201,058 $ 540,053 $ 35,342,078 Issuance of common stock for cash at $5 per share - January 28, ,340,500 (652,854) (1,458,708) - (1,058,688) - (3,170,250) ,170,250 Changes in unrealized loss on available-for-sale financial assets (1,526,315) (1,526,315) Adjustment of capital surplus for long-term equity investments accounted for under equity method (70,814) (70,814) (70,814) Adjustment of deficit for long-term equity investments accounted for under equity method (210,144) (210,144) - - (210,144) Changes in unrealized loss on hedge of a net investment in a foreign operation (198,355) - (198,355) Net loss for (7,441,207) (7,441,207) - - (7,441,207) Foreign currency translation adjustment , ,301 BALANCE, DECEMBER 31, ,584, ,602-75, ,911 1,189,282 1,437,949 (31,162,995) (29,725,046) 328,004 (986,262) 29,390,794 Offset of deficit by legal reserve and capital surplus - (432,638) (432,638) (1,437,949) 1,870, , Offset of deficit by capital reduction on July 18, 2012 (29,292,408) ,292,408 29,292, Changes in unrealized loss on available-for-sale financial assets (83,423) (83,423) Adjustment of capital surplus for long-term equity investments accounted for under equity method ,439 48, ,439 Adjustment of unrealized loss on available-for-sale financial asset accounted for under equity method (23,817) (23,817) Changes in unrealized gain on hedge of a net investment in a foreign operation , ,299 Net loss for (1,640,926) (1,640,926) - - (1,640,926) Foreign currency translation adjustment (211,651) - (211,651) BALANCE, DECEMBER 31, 2012 $ 29,292,408 $ 511,964 $ - $ 75,769 $ - $ 217,350 $ 805,083 $ - $ (1,640,926) $ (1,640,926) $ 257,652 $ (1,093,502) $ 27,620,715

13 Attachment I HANNSTAR DISPLAY CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,640,926) $ (7,441,207) Depreciation 3,044,231 4,674,886 Amortization 490, ,323 Investment loss recognized under equity method 1,771,897 2,278,874 Loss on disposal of properties and idle assets, net 5, ,629 Loss on sale of investments, net 70,553 - Impairment loss on financial assets and properties 155, ,501 Unrealized (realized) profit-intercompany (13,603) 3,914 Changes in operating assets and liabilities Financial instruments at fair value through profit or loss 12,421 2,355,296 Accounts receivable, net 144, ,996 Receivable from related parties 569,221 2,151,592 Other receivable 295,382 (502,680) Other receivable from related parties 272,420 1,534,104 Inventories 2,260,183 1,420,644 Other current assets 253,810 (124,761) Prepaid pension cost (935) 2,777 Accounts payable (1,641,414) (1,154,015) Payable to related parties (361,768) (963,775) Accrued expenses (1,250,763) 224,645 Other payable to related parties (173,159) (144,295) Other payable (473,767) (1,603,991) Other current liabilities (64,568) (98,969) Net cash provided by operating activities 3,725,161 4,174,488 CASH FLOWS FROM INVESTING ACTIVITIES Settlement of hedging derivatives for hedge of a net investment in a foreign operation 150,746 (21,277) Decrease in pledged time deposits ,811 Increase in long-term equity investments accounted for under equity method - (2,415,247) Increase in available-for-sale financial assets - (150,000) Proceeds from sale of available-for-sale financial assets 128,411 - Proceeds from sale of financial assets carried at cost 16,327 - Acquisition of properties (1,916,864) (2,573,841) Proceeds from disposal of properties and idle assets 42,159 1,710,566 Increase in intangible assets (239,605) (272,073) Decrease (increase) in other assets 307 (667) Net cash used in investing activities (1,818,311) (3,646,728) (Continued)

14 Attachment I HANNSTAR DISPLAY CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt $ 5,980,000 $ 1,780,000 Repayment of long-term debt (1,001,000) (2,230,000) Redemption of preferred stock - (3,170,250) Issuance of common stock - 3,170,250 Net cash provided by (used in) financing activities 4,979,000 (450,000) NET INCREASE IN CASH AND CASH EQUIVALENTS 6,885,850 77,760 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 4,708,188 4,630,428 CASH AND CASH EQUIVALENTS, END OF YEAR $ 11,594,038 $ 4,708,188 SUPPLEMENTARY INFORMATION Cash paid for interest $ 107,244 $ 57,783 Cash paid for income tax $ - $ - INVESTING ACTIVITIES INVOLVING BOTH CASH AND NON-CASH ITEMS Acquisition of properties $ 775,235 $ 2,866,169 Decrease (increase) in payable for equipment purchased 1,141,629 (292,328) Cash paid for acquisition of properties $ 1,916,864 $ 2,573,841 Proceeds from disposal of properties and idle assets $ 42,159 $ 1,897,353 Increase in other receivable - (1,187) Advance receipts, beginning of year - (185,600) Cash received from disposal of properties and idle assets $ 42,159 $ 1,710,566 Increase in intangible assets $ 864,809 $ 272,073 Increase in payable for royalties (recorded as other payable and long-term payable) (625,204) - Cash paid for acquisition of intangible assets $ 239,605 $ 272,073 NON-CASH INVESTING ACTIVITIES Transfer of other receivable from related parties to financing receivable from related parties $ 358,690 $ - (Concluded)

15 Attachment II HannStar Display Corp. Deficit Compensation Statemen For The Year 2012 (Expressed in New Taiwan Dollars) Item 金 額 Accumulated deficit as of December 31, 2011 (29,292,408,080) Offset of deficit by capital reduction 29,292,408,080 Net Loss for 2012 ( 1,640,926,142) Accumulated deficit after offset as of December 31, 2012 ( 1,640,926,142)

16 Attachment III HannStar Display Corporation The use of the funds and anticipated benefits of cash capital increase I. The plan for use of the funds For introducing strategic investors and liquidating liabilities, total monetary amount of the fund is NT$7 billion. II. Source of capital increase funds: To issue 700 million common shares through private placement or public offering by way of alternative or combinative processing. III. The schedule for use of the funds Anticipated scheduled of completion Total monetary amount (In Million of New Taiwan Dollars) The schedule for use of the funds Year 2013 Year Q, Year ,000 3,500 3,500 4Q 1Q IV. The anticipated benefits: The estimated annual interest expense will be saved approximately NT$171.5 million calculated on the average borrowing rate 2.45% of the Company.

17 Attachment IV HannStar Display Corporation (the Company) The list of placees and the relationship between the placees and the Company 1. Walsin Lihwa Corporation: The Chairman of the Placee and the C.E.O of the Company are brothers. 2. Winbond Electronics Corporation: The chairman of the Placee and the C.E.O of the Company are brothers. 3. HannStar Board Corporation: The chairman of the Placee and the C.E.O of the Company are brothers. 4. HannsTouch Solution Incorporated: The chairman of the Placee and the C.E.O of the Company are the same people. 5. Truly International Holdings Limited: The Placee is the parent company of the juristic-person supervisor-truly Semiconductors Limited. 6. Unity Opto Technology Co., Ltd.: The Company is the juristic-person supervisor of the Placee. 7. Ma Wei-Hsin: The chairman of the Company. 8. Chiao Yu-Chi: The C.E.O of the Company. 9. Wu Hsu-Ho, Huang Yi-Chi, Tsai Jung-Tsung, Lin Sheng-Fa, Lai Sung-Chuan and Fu Jo-Wei: The executive directors of the Company.

18 Attachment V HannStar Display Corporation The comparison table of the Company s Articles of Incorporation revised before and after revision Article Article before revision Article after revision Explanation Article 2 The business scope of the Company is as follows: (1) CC01080 Electronic Parts and Components Manufacturing. (2) F Wholesale of Electronic Materials. (3) F Retail sale of Electronic Materials. (4) JA02990 Other Repair Shops. (5) F International Trade. (6) CC01030 Electrical Appliances and Audiovisual Electric Products Manufacturing. (7) F Wholesale of Household Appliance. (8) F Retail Sale of Household Appliance. (9) CC01110 Computers and Computing Peripheral Equipments Manufacturing. (10) CC01120 Data Storage Media Manufacturing and Duplicating. (11) F Wholesale of Computer Software. (12) F Retail Sale of Computer Software. (13) CC01070 Telecommunication Equipment and Apparatus Manufacturing. (14) F Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles. (15) F Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles. (16) F Retail sale of Others. (17) H Residence and Buildings Lease, Construction and Development. The business scope of the Company is as follows: (1) CC01080 Electronic Parts and Components Manufacturing. (2) F Wholesale of Electronic Materials. (3) F Retail sale of Electronic Materials. (4) JA02990 Other Repair Shops. (5) F International Trade. (6) CC01030 Electrical Appliances and Audiovisual Electric Products Manufacturing. (7) F Wholesale of Household Appliance. (8) F Retail Sale of Household Appliance. (9) CC01110 Computers and Computing Peripheral Equipments Manufacturing. (10) CC01120 Data Storage Media Manufacturing and Duplicating. (11) F Wholesale of Computer Software. (12) F Retail Sale of Computer Software. (13) CC01070 Telecommunication Equipment and Apparatus Manufacturing. (14) F Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles. (15) F Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles. (16) F Retail sale of Others. (17) F Restrained Telecom Radio Frequency Equipments and Materials Import. Amendments to the business items have been drafted to better meet the Company s business needs.

19 Attachment V Article Article before revision Article after revision Explanation (18) ZZ99999 Other businesses that are not prohibited or restricted by law except for business that require governmental approval. (18) H Residence and Buildings Lease, Construction and Development. (19) ZZ99999 Other businesses that are not prohibited or restricted by law except for business that require governmental approval. Article 27 These Articles of Incorporation were entered into on May 26, 1998, and were amended the first time on (Omitted for simplicity), and the twentieth time on June 15, These Articles of Incorporation were entered into on May 26, 1998, and were amended the first time on (Omitted for simplicity), the twentieth time on June 15, 2012, and the twenty-firth time on June 7, Addition of the 21 th revision date.

20 Attachment VI HannStar Display Corporation (the Company ) The comparison table of the Company s Procedures for Loaning of Funds and Making of Endorsements/Guarantees revised before and after revision Article Original Provisions Provisions after Revision Explanation 3.0 Definition Ⅰ. Subsidiary and Parent Company as referred to in these Procedures shall be as determined under the Statement of Financial Accounting Standards Nos. 5 and 7 announced by the Accounting Research and Development Foundation (ARDF) of the Republic of China. Ⅱ. The Most Current Financial Statements as referred to in these Procedures means the most current financial statements that publicly announce and register with the competent authority financial reports duly audited and attested or reviewed by a certified public accountant before the Company makes loans and for others. Ⅲ. The term "announce and report" as used in these Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission (FSC), Executive Yuan. Ⅳ. Professional Appraiser as referred to in these Procedures means the real property appraiser, or other engaged in appraising real property or other fixed assets business Definition I. "Subsidiary" and "Parent Company" as referred to in these Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. If the Company s financial reports are prepared according to the International Financial Reporting Standards, "net worth" in these Procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. II. (not revised and omitted for simplicity) III. The term "announce and report" as used in these Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission (FSC, the authority in charge of securities ) IV. (not revised and omitted for simplicity) V. Date of occurrence in these Procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary Amendments have been drafted in order to meet the revision of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarante es by Public Companies

21 Attachment VI Article Original Provisions Provisions after Revision Explanation provided that where another act provides otherwise. amount of the transaction, whichever date is earlier. 5.0 Reference Article 15 of Company Law; Article 36-1 of Securities and Exchange Act; Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies amended per 19 March 2010 Order No. Financial-Supervisory-Securiti es-auditing of the Financial Supervisory Commission, Executive Yuan The ceiling of fund lending of individual objects 1. Where funds are loaned because of business dealings, the ceiling of any individual financing amount shall not exceed the recent 6 months of business amount. The term business amount is based on total amount of trading of purchase or sales revenue which is higher. 2. Where funds are loaned because of short-term financing facility is necessary, and the proportion of the Company holding or investment in more than 20% of the enterprises, the individual financing amount shall not exceed 40% of the lender s net worth. The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. Reference Article 15 of Company Law; Article 36-1 of Securities and Exchange Act; Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies amended per 6 July 2012 Order No. Financial-Supervisory-Securiti es-auditing of the Financial Supervisory Commission. The ceiling of fund lending of individual objects 1. Where funds are loaned because of business dealings, the ceiling of any individual financing amount shall not exceed the recent 6 months of business amount. The term business amount is based on total amount of trading of purchase or sales revenue which is higher. 2. Where funds are loaned because of short-term financing facility is necessary, and the proportion of the Company holding or investment in more than 20% of the enterprises, the individual financing amount shall not exceed 40% of the lender s net worth. The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. However, the provisions of Article and 8.2 concerning the setting of Amendments have been drafted in order to meet the revision of the Regulations Govering Loaning of Funds and Making of Endorsements/Guarante es by Public Companies Amendments have been drafted in order to meet the revision of the Regulations Govering Loaning of Funds and Making of Endorsements/Guarante es by Public Companies

22 Attachment VI Article Original Provisions Provisions after Revision Explanation amount limits and the durations of loans shall still apply The Company may make for the following companies: 1. A company with which it does business. 2. A company in which the Company directly and indirectly owns more than 50% of the voting shares. 3. A company that directly and indirectly holds more than 50% of the voting shares in the Company. Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make for each other, and the amount of may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to made between companies in which the Company holds, directly or indirectly, 100% of the voting shares. Where the Company fulfills its contractual obligations by providing mutual for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, such may be made free of the restriction of the preceding two paragraphs. Capital contribution referred to in the preceding paragraph The Company may make for the following companies: 1. A company with which it does business. 2. A company in which the Company directly and indirectly owns more than 50% of the voting shares. 3. A company that directly and indirectly holds more than 50% of the voting shares in the Company. Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make for each other, and the amount of may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to made between companies in which the Company holds, directly or indirectly, 100% of the voting shares. Where the Company fulfills its contractual obligations by providing mutual for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes Amendments have been drafted in order to meet the revision of the Regulations Govering Loaning of Funds and Making of Endorsements/Guarante es by Public Companies

23 Attachment VI Article Original Provisions Provisions after Revision Explanation shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares. pursuant to the Consumer Protection Act for each other, such may be made free of the restriction of the preceding two paragraphs. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of 8.12 The Company or its subsidiaries makes guarantee/endorsements for any subsidiary whose net worth is lower than half of its paid-in capital, should comply with the following control measures: 1. The entity of guarantee/endorsements shall provide rectification plan to the Finance Department of the Company, and shall complete the rectification according to the timeframe set out in the plan. 2. The entity of guarantee/endorsements shall report the balance of and financial statements monthly, and report the implementation of rectification plan quarterly to the Company for tracking. 3. The control situation should be submitted to the Company s board of directors quarterly until the facts to ensure improvement or endorsement expires. the voting shares. The Company or its subsidiaries makes guarantee/endorsements for any subsidiary whose net worth is lower than half of its paid-in capital, should comply with the following control measures: 1. The entity of guarantee/endorsements shall provide rectification plan to the Finance Department of the Company, and shall complete the rectification according to the timeframe set out in the plan. 2. The entity of guarantee/endorsements shall report the balance of and financial statements monthly, and report the implementation of rectification plan quarterly to the Company for tracking. 3. The control situation should be submitted to the Company s board of directors quarterly until the facts to ensure improvement or endorsement expires. In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted. Amendments have been drafted in order to meet the revision of the Regulations Govering Loaning of Funds and Making of Endorsements/Guarante es by Public Companies

24 Attachment VI Article Original Provisions Provisions after Revision Explanation 8.16 Information disclosure 1. When loans of funds of the Company reach one of the following levels shall announce and report such event within two days from its occurrence: (The followings is omitted for simplicity) 2. When of the Company reach one of the following levels shall announce and report such event within two days from its occurrence: (1) The aggregate balance of by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement. (2) The balance of by the Company and its subsidiaries to a single enterprise reaches 20% or more of the Company s net worth as stated in its latest financial statement. (3) The balance of by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all for, long-term investment in, and balance of loans to, such enterprise reaches 30% or more of the Company's net worth as stated in its latest financial statement. (4) The amount of new made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more Information disclosure 1. When loans of funds of the Company reach one of the following levels shall announce and report such event within two days commencing immediately from its occurrence: (The followings is omitted for simplicity) 2. When of the Company reach one of the following levels shall announce and report such event within two days commencing immediately from its occurrence: (1) The aggregate balance of by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement. (2) The balance of by the Company and its subsidiaries to a single enterprise reaches 20% or more of the Company s net worth as stated in its latest financial statement. (3) The balance of by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all for, long-term nature in, and balance of loans to, such enterprise reaches 30% or more of the Company's net worth as stated in its latest financial statement. (4) The amount of new made by the Company or its subsidiaries reaches Amendments have been drafted in order to meet the revision of the Regulations Govering Loaning of Funds and Making of Endorsements/Guarante es by Public Companies

25 Attachment VI Article Original Provisions Provisions after Revision Explanation of the Company's net worth as stated in its latest financial statement. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 4 of the preceding paragraph. 3. The Company shall announce and report the previous month's loan and balances of its head office and subsidiaries by the 10th day of each month. 4. The accounting division of the Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts in compliance with generally accepted accounting principles, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures. 5. The accounting division of the Company shall evaluate or record the contingent loss for according to the Statement of Financial Accounting Standards No. 9, and shall adequately disclose information on in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures. NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 4 of the preceding paragraph. 3. The Company shall announce and report the previous month's loan and balances of its head office and subsidiaries by the 10th day of each month. 4. The accounting division of the Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accounts with relevant information for implementation of necessary auditing procedures. 5. The accounting division of the Company shall evaluate or record the contingent loss for, and shall adequately disclose information on in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures.

26 Attachment VII HannStar Display Corporation The comparison table of the Company s Shareholders Meeting Rules and Procedures revised before and after revision Article Original Provisions Provisions after Revision Explanation 3 The voting power at the Meeting may be exercised in writing or by way of electronic transmission, provided, however, the method for exercising the voting power shall be proceeded in The voting power at the Meeting may be exercised in writing or by way of electronic transmission, provided, however, the method for exercising the voting power shall be proceeded in To coordinate fact needs and reference to the Sample Template for the Public Company Rules of Procedure for Shareholders Meeting announced by Taiwan Stock Exchange accordance with the Company accordance with the Company Law and the other relevant Law and the other relevant Corp. regulations. The shareholder who exercises his/her/its voting power at shareholders meeting in writing or by way of electronic transmission as set forth in the preceding Paragraph shall be deemed to have attended the said Meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said Meeting. regulations. The shareholder who exercises his/her/its voting power at shareholders meeting in writing or by way of electronic transmission as set forth in the preceding Paragraph shall be deemed to have attended the said Meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said Meeting. The shareholders attend the Meeting shall wear attendance certificate and hand in the attendance card in lieu of signing on the attendance book. The delivery of attendance card shall be deemed to its own set of shareholders or agents to attend in person, the Company has no responsibility to identify the qualification. The shareholders attend the Meeting shall wear attendance certificate and hand in the attendance card in lieu of signing on the attendance book. The delivery of attendance card shall be deemed to its own set of shareholders or agents to attend in person. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall delivery the shareholders meeting agenda handbook, annual report, attendance certificate, speech notes, vote tickets and