Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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AU Optronics Corp.
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Date:
March 22, 2017
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By:
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/s/ Benjamin Tseng
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Name:
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Benjamin Tseng
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Title:
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Chief Financial Officer
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Item 1
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
The Board resolution to convene 2017 Annual General Shareholders' Meeting
Regulation:
Published pursuant to Article 4-17 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
Contents:
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1.
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Date of the board of directors
resolution:2017/03/22
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2.
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Date for convening the
shareholders' meeting:2017/06/15
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3.
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Location for convening
the shareholders' meeting:
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No.
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2, Jhongke Rd., Situn District,
Taichung City, Taiwan R.O.C.
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(Meeting
Room in the Central Taiwan Science Park Administration)
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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 2016
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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 distribution
of remunerations to employees and directors for the year of 2016
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4.
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To report the indirect
investments in China in 2016
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5.
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To report the issuance
of securities in private placement
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6.
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To report the merger of
Taiwan CFI Co., Ltd., the subsidiary of the Company
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5.
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Cause or subjects for convening
the meeting
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(2)
Matters for Ratification:
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1.
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To accept 2016 Business
Report and Financial Statements
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2.
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To accept the proposal
for distribution of 2016 earnings
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6.
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Cause or subjects for convening
the meeting
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(3)
Matters for Discussion:
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1.
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To approve the revisions
to Articles of Incorporation
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2.
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To approve the revisions
to Handling Procedures for Acquisition or Disposal of Assets.
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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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7.
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Cause or subjects for convening
the meeting
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(4) Elections:None.
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8.
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Cause or subjects for convening
the meeting
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(5)
Other Proposals:None.
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9.
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Cause or subjects for convening
the meeting
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(6)
Extemporary Motions:None.
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10.
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Book closure starting date:2017/4/17
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11.
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Book closure ending date:2017/6/15
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12.
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Any other matters that
need to be specified:
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(1)
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The 2017 Submission Period
of shareholder proposals pursuant to the ROC Company Law are from March 31, 2017 to April 10, 2017.
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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, 2017 to April 6, 2017. For all enquiries, please contact Citibank
Shareholder Services at 1-877- CITI-ADR (+1-877-248-4237).
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Item
2
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
The Board of the Company proposed dividend distribution
Regulation:
Published pursuant to Article 4-14 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
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1.
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Date of the board of directors
resolution :2017/03/22
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2.
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Appropriations of earnings
in cash dividends to shareholders (NT$ per share):
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Cash
dividends of NT$5,389,577,264 (NT$0.56 per common share, i.e., NT$560 for every 1,000 common shares)
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3.
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Cash distributed from legal
reserve and capital surplus to shareholders (NT$ per share):N/A
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4.
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Total amount of cash distributed
to shareholders (NT$):Cash dividends of NT$5,389,577,264 (NT$0.56 per common share, i.e., NT$560 for every 1,000 common shares)
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5.
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Appropriations of earnings
in stock dividends to shareholders (NT$ per share):N/A
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6.
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Stock distributed from
legal reserve and capital surplus to shareholders (NT$ per share):N/A
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7.
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Total amount of stock distributed
to shareholders (shares):N/A
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8.
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Any other matters that
need to be specified:N/A
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Item
3
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
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
Regulation:
Published pursuant to Article 4-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
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1.
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Date of the board of directors
resolution:2017/03/22
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2.
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Source of capital increase
funds:
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Issuance of new common
shares for cash to sponsor the DR Offering and/or issuance of new common shares for cash in public offering
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3.
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Number of shares issued:
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It
will be proposed that the shareholders meeting to authorize the Board, within the limit of 950,000,000 common shares, depending
on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising method(s), to issue
new commons shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private
Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the principles
of the above-mentioned fund raising method(s). For issuance of Private Placement CB, the number of common shares can be converted
within the limit of 950,000,000 common shares shall be calculated in accordance with the conversion price determined at the time
of issuance of Private Placement CB.
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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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10%-15%
of the new common shares shall be allocated for the employees' subscription.
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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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Except
for 10% -15% of the new common shares shall be allocated for the employees' subscription in accordance with the applicable law,
rights to subscribe to the remaining shares shall be waived by the shareholders and such remaining shares should be offered to
the public under Article 28-1 of the Securities and Exchange Law as the underlying shares of the global depositary shares to be
sold in 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:
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a.
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Except for 10% -15% of
the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Law, it is proposed that
the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of
the Securities and Exchange Law and such remaining shares will be offered to the public via book building.
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b.
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Except for 10% -15% of
the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Law, it is proposed that
10% of the new shares to be sold to the public through the underwriter(s) and the remaining shares will be subscribed to by the
existing shareholders of the Company in accordance with their shareholding.
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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)
Issuance of new common shares for cash to sponsor the DR Offering:
Any
new common shares not subscribed by employees of the Company shall be determined by the Chairman, depending on the market needs,
to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s).
(2)
Issuance of new common shares for cash in public offering:
It
is proposed that any new common shares not subscribed by employees and shareholders of the Company will be sold to the person(s)
designated by the Chairman of the Company at the issue price.
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11.
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Rights and obligations
of the newly issued shares:
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The new common shares
will have the same rights and obligations as the Company’s existing issued and outstanding common shares.
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12.
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Utilization of the funds
from the capital increase:
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To invest in equipment
and technology of high-level products, enrich working capital, strengthen financial structure and/or support the company’s
long term development funding needs and plans.
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13.
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Any other matters that
need to be specified:
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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 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:
This
is mainly based on considerations of the sound operation of the Company and the security of its financial structure and issuing
equity related securities for fund raising is
more appropriate than issuing the pure debt type securities. If the Company decides
to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new shares for cash in
public offering, and issuing Private Placement Shares, etc., the Company would not incur any interest of the debt in such case
not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility
of the Company’s treasury management would also be increased. For issuance of Private Placement CB, if investors convert
Private Placement CB into the common shares, such would improve the Company’s financial structure and would benefit the
Company’s long term development. Thus, it should be reasonable for the Company to issue the equity related securities. If
the issue price and the conversion price is less than the par value, such would be expected to cause decrease of the Company’s
capital surplus and retained earnings in which case the Company will, depending on the actual operating conditions in the future,
make up for the losses. As the issue price and conversion price will be determined in accordance with the relevant regulations,
thus, after appearance of the effectiveness of the capital increase, the Company's financial structure will be effectively improved
which would be favorable to the Company’s long-term development and would not have adverse impact on the rights and benefits
of the shareholders.
Item
4
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
The Board resolution of issuance of new common shares for cash in private placement ("Private Placement Shares")
Regulation:
Published pursuant to Article 4-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
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1.
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Date of the board of directors
resolution:2017/03/22
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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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The
investors to subscribe the Private Placement Shares shall meet the qualifications listed in Article 43-6 of the Securities and
Exchange Law and are limited to strategic investor(s) could benefit the Company's long term development, competitiveness, and
existing shareholders' rights. The Board is fully authorized to determine the specific investor(s).
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4.
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Number of shares or bonds
privately placed:
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It
will be proposed that the shareholders meeting to authorize the Board, within the limit of 950,000,000 common shares, depending
on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising method(s), to issue
new commons shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private
Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the principles
of the above-mentioned fund raising method(s). For issuance of Private Placement CB, the number of common shares can be converted
within the limit of 950,000,000 common shares shall be calculated in accordance with the conversion price determined at the time
of issuance of Private Placement CB.
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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
shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, as the reference
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 subscription price. It is proposed to authorize the board
of directors to decide the actual
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issue price within the range approved by the shareholders meeting,
depends on the status of finding specific investor(s) and market conditions.
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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 in accordance
with the regulations governing public companies issuing securities in private placement, thus, the price should be deemed reasonable.
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7.
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Use of the funds raised
in the private placement:
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To
invest in equipment and technology of high-level products, enrich working capital, strengthen financial structure and/or support
the company’s long term development funding needs and plans.
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8.
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Reasons for conducting
non-public offerings:
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Considering
the effectiveness and convenience for issuance of the Private Placement Shares and/or to accommodate the Company’s development
planning, including inviting the strategic investor(s), it would be necessary to issue the Private Placement Shares.
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9.
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Objections or qualified
opinions from independent Board of Directors:None.
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11.
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Recommended price:N/A
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12.
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Shares price, conversion
or subscription price:N/A
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13.
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Rights and obligations
of the new private placement shares:
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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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14.
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The record date for share
conversion, if conversion, exchange, or subscription rights are attached:N/A
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15.
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Possible dilution of equity,
if conversion, exchange, or subscription rights are attached:N/A
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16.
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Possible influence of change
in shareholding, if conversion or subscription rights are fully attached:N/A
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17.
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Countermeasures of the
aforesaid estimate change in shareholding:N/A
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18.
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Any other matters that
need to be specified:
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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 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:
This
is mainly based on considerations of the sound operation of the Company and the security of its financial structure and issuing
equity related securities for fund raising is more appropriate than issuing the pure debt type securities. If the Company decides
to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new shares for cash in
public offering, and issuing Private Placement Shares, etc., the Company would not incur any interest of the debt in such case
not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility
of the Company’s treasury management would also be increased. For issuance of Private Placement CB, if investors convert
Private Placement CB into the common shares, such would improve the Company’s financial structure and would benefit the
Company’s long term development. Thus, it should be reasonable for the Company to issue the equity related securities. If
the issue price and the conversion price is less than the par value, such would be expected to cause decrease of the Company’s
capital surplus and retained earnings in which case the Company will, depending on the actual operating conditions in the future,
make up for the losses. As the issue price and conversion price will be determined in accordance with the relevant regulations,
thus, after appearance of the effectiveness of the capital increase, the Company's financial structure will be effectively improved
which would be favorable to the Company’s long-term development and would not have adverse impact on the rights and benefits
of the shareholders.
Item
5
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
The Board resolved to issue overseas or domestic convertible bonds in private placement (“Private Placement CB”)
Regulation:
Published pursuant to Article 4-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
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1.
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Date of the board of directors
resolution:2017/03/22
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2.
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Name of the corporate bonds:
Overseas or domestic convertible bonds in private placement (“Private Placement CB”).
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3.
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Total amount of the issue:
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It
will be proposed that the shareholders meeting to authorize the Board, within the limit of 950,000,000 common shares, depending
on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising method(s), to issue
new commons shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private
Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the principles
of the above-mentioned fund raising method(s). For issuance of Private Placement CB, the number of common shares can be converted
within the limit of 950,000,000 common shares shall be calculated in accordance with the conversion price determined at the time
of issuance of Private
Placement
CB.
The denomination of the
Private Placement CB will be US$10,000 or multiples thereof or NT$100,000 or multiples thereof.
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5.
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Issue price: The issue
price shall be no less than 80% of the theoretical price.
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6.
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Issue period: The term
of Private Placement CB shall not be more than seven years.
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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:N/A
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9.
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Use of the funds raised
by the offering and utilization plan:
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To
invest in equipment and technology of high-level products, enrich working capital, strengthen financial structure and/or support
the company’s long term development funding needs and plans.
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10.
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Trustee for the bonds:N/A
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11.
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Guarantor(s) for the issue:N/A
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12.
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Institution serving as
agent for payment of the principal and interest:N/A
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The
Issuer may choose not to grant holders’put option, or after expiry of a designated period following issuance of the Private
Placement CB, holders may require the Issuer to redeem all or part of the Private Placement CB at a price that would result in
certain annul yield on the Private Placement CB.
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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:N/A
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16.
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Possible dilution of equity,
if conversion, exchange, or subscription rights are attached:N/A
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17.
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Possible influence of change
in shareholding, if conversion or subscription rights are fully attached:N/A
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18.
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Countermeasures of the
aforesaid estimate change in shareholding:N/A
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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 shares issued as stock dividends, shares cancelled
in connection with capital reduction and the cash dividends, or (y) the simple average closing price of the Issuer’s common
shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled
in connection with capital reduction and the cash dividends. It is proposed for the shareholders meeting to authorize the Board
to determine the actual conversion price.
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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 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
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reason for the Company not adopt other
fund raising method and the reasonableness for such determination:
This
is mainly based on considerations of the sound operation of the Company and the security of its financial structure and issuing
equity related securities for fund raising is more appropriate than issuing the pure debt type securities. If the Company decides
to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new shares for cash in
public offering, and issuing Private Placement Shares, etc., the Company would not incur any interest of the debt in such case
not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility
of the Company’s treasury management would also be increased. For issuance of Private Placement CB, if investors convert
Private Placement CB into the common shares, such would improve the Company’s financial structure and would benefit the
Company’s long term development. Thus, it should be reasonable for the Company to issue the equity related securities. If
the issue price and the conversion price is less than the par value, such would be expected to cause decrease of the Company’s
capital surplus and retained earnings in which case the Company will, depending on the actual operating conditions in the future,
make up for the losses. As the issue price and conversion price will be determined in accordance with the relevant regulations,
thus, after appearance of the effectiveness of the capital increase, the Company's financial structure will be effectively improved
which would be favorable to the Company’s long-term development and would not have adverse impact on the rights and benefits
of the shareholders.
Item
6
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
AUO will attend "Bank of America Merrill Lynch 2017 Asia Pacific Telecom, Media & Technology
Regulation:
Published pursuant to Article 4-12 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
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1.
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Date of the investor conference:2017/03/23
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2.
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Time of the investor conference:10:00
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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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To brief AUO's operating
and financial results based on the information released at 2016 Q4 investor conference.
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5.
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The presentation of the
investor conference release:
|
Please
refer to MOPS or AUO's website for 2016 Q4 investor conference presentation.
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6.
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Will the presentation be
released in the Company’s website:
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http://www.auo.com/?sn=454&lang=en-US
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7.
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Any other matters that
need to be specified:None.
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Item 7
AU Optronics
Corp.
March 22,
2017
English Language
Summary
Subject:
AUO will attend "Credit Suisse 20th Annual Asian Investment Conference"
Regulation:
Published pursuant to Article 4-12 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of Events: 2017/03/22
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1.
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Date of the investor
conference:2017/03/29~2017/3/30
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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: Conrad Hotel, Hong Kong.
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4.
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Brief information
disclosed in the investor conference:
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To
brief AUO's operating and financial results based on the information released at 4Q 2016 investor conference.
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5.
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The presentation
of the investor conference release:
|
Please
refer to MOPS or AUO's website for 2016 Q4 investor conference presentation.
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6.
|
Will the presentation
be released in the Company’s website:
|
http://www.auo.com/?sn=454&lang=en-US
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7.
|
Any other matters
that need to be specified:None.
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