EXHIBIT 1.1
THIS IS A TRANSLATION OF THE ARTICLES OF INCORPORATION OF AU OPTRONICS CORP. THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.
Articles of Incorporation
Chapter 1: General Provisions
Article 1
The Company is incorporated, registered and organized as a company limited by shares and permanently existing in accordance with the Company Law of the Republic of China (the “Company Law”) and the Company’s English name is AU Optronics Corp.
Article 2
The scope of business of the Company shall be as follows:
| 1. CC01080 | Electronic parts and components manufacturing business |
| 2. F119010 | Electronic material wholesale business (for operations outside the Science Park only) |
| 3. CC01030 | Electronic appliances and AV electronics products manufacturing business |
| 4.CC01010 | Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing |
| 5. CC01090 | Batteries Manufacturing |
| 6. IG03010 | Energy Technical Services |
To research, develop, produce, manufacture and sell the following products:
| (1) | Plasma display and related systems |
| (2) | Liquid crystal display and related systems |
| (3) | Organic light emitting diodes and related systems |
| (4) | Amorphous silicon photo sensor device parts and components |
| (5) | Thin film photo diode sensor device parts and components |
| (6) | Thin film transistor photo sensor device parts and components |
| (7) | Touch imaging sensors |
| (8) | Full color active matrix flat panel displays |
| (9) | Field emission displays |
| (10) | Single crystal liquid crystal displays |
| (11) | Original equipment manufacturing for amorphous silicon thin film transistor process and flat panel display modules |
| (12) | Original design manufacturing and original equipment manufacturing business for flat panel display modules |
| (13) | Solar Cell, modules, and related system and service. |
| (14) | New green energy related system and service (for operations outside the Science Park only) |
| (15) | The simultaneous operation of a trade business relating to the Company’s business |
The operation of the businesses listed above shall be conducted in accordance with the relevant laws and regulations.
Article 3
The head office of the Company shall be in the Science-Based Industrial Park, Hsinchu, Taiwan, the Republic of China (“ROC.”) or such other appropriate place as may be decided by the board of directors (the “Board”). Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches, factories, branch operation offices or branch business offices both inside and outside of the ROC.
Article 4
The total amount of the Company’s investment is not subject to the restriction of Article 13 of the Company Law. The Company may provide guarantees or endorsements on behalf of third parties due to business or investment relationships with such third parties.
Chapter 2: Shares
Article 5
The total capital of the Company is One Hundred and Twenty Billion New Taiwan Dollars (NT$120,000,000,000), divided into Twelve Billion (12,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) each and in registered form. The Board of Directors is authorized to issue the un-issued shares in installments.
A total of 100,000,000 shares among the above total capital should be reserved for issuance of new shares for performing obligation under the employee stock options, which may be issued in installments.
Article 6
The share certificates of the Company shall be all in registered form. The share certificates, after due registration with the competent authority, shall be signed or sealed by at least three directors and shall be legally authenticated prior to issue.
The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.
Article 7
Unless otherwise provided by applicable law and regulations, the shareholders services shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
Chapter 3: Shareholders’ Meetings
Article 8
Shareholders’ meetings shall be of two types, ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened annually by the Board within six months of the end of each fiscal year. Extraordinary meetings shall be convened in accordance with the relevant laws, whenever necessary.
Article 9
Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. In case a shareholder is unable to attend a shareholders’ meeting, such shareholder may issue a proxy in the form issued by the Company, setting forth the scope of authorization by signing and affixing such shareholder’s seal on the proxy form for the representative to be present on such shareholder’s behalf. Except for trust enterprises or other stock transfer agencies approved by the securities authorities, if a person is designated as proxy by more than two shareholders, any of such person’s voting rights representing in excess of 3% of the total issued and outstanding shares shall not be considered. The relevant matters related to the use and rescission of the proxy shall be conducted in accordance with the Company Law and applicable rules.
Chapter 4: Board of Directors and Audit Committee
Article 10
The Company shall have seven to eleven directors. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders’ meetings. Within the entire Board, the Company shall have at least three independent directors on the Board. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and regulations. The term of office for all directors shall be three (3) years. The directors are eligible for re-election. The number of the directors shall be decided by the board of directors.
The Board is authorized to determine the compensation for the directors, taking into account the extent and value of the services provided for the Company’s operation and with reference to the standards of local and overseas industry.
The Company may take out liability insurance for the directors with respect to the liabilities resulting from exercising their duties during their terms of office.
Article 10-1
Pursuant to Article 14-4 of the Securities and Exchange Law, the Company shall have the audit committee which shall be composed of all independent directors.
Article 11
The Company shall have a chairman of the Board. The chairman of the Board shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two thirds of directors. As necessary, a vice chairman may be elected by and among the directors in the same manner. The chairman of the Board shall preside internally at the meetings of the Board and shall externally represent the Company. In case the chairman of the Board asks for leave or for other reason cannot exercise his power and authority, the vice chairman shall act on his behalf. In case there is no vice chairman or the vice chairman is also on leave or cannot exercise his power and authority for any reason, the chairman of the Board may designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect a designee from among themselves.
Article 12
Where a director is unable to attend a meeting of the Board, he may appoint another director to represent him by proxy in accordance with Article 205 of the Company Law. Each director may act as a proxy for one other director only.
The meeting of the Board of Directors shall be convened in accordance with the Company Law. In calling a meeting of the Board of Directors, a notice may be given to each director by means of electronic mail or facsimile.
Chapter 5: President & Vice Presidents
Article 13
The Company shall have one or more managerial personnel. Appointment, dismissal, and remuneration of the president and vice presidents shall be subject to the provisions of the Company Law.
Chapter 6: Accounting
Article 14
After the end of each fiscal year, the Board shall prepare and submit the following documents: (1) business report, (2) financial statements, (3) proposal for allocation of earnings or recovery of loss to the shareholders at the ordinary meeting of shareholders for their acceptance.
Article 15
Where the Company has a profit at the end of each fiscal year, the Company shall first allocate the profit to recover losses for preceding years. Ten percent of any remaining net earnings shall be allocated as the Company’s legal reserve unless and until the accumulated legal reserve reaches the paid-in capital. A certain amount shall be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority and the balance shall be distributed as follows:
| | 1. | profit sharing to employees : no less than 5%; |
| | 2. | remuneration of directors: no more than 1%; and |
| | 3. | all or a portion of the remaining balance shall be distributed as shareholders’ dividends. |
The Company’s dividend policy is to pay dividends from surplus considering factors such as the Company’s current and future investment environment, cash requirements, competitive conditions and capital budget requirements, and taking into account the shareholders’ interest, maintenance of a balanced dividend and the Company’s long term financial plan. No less than 10% of the total dividend to be paid with respect to any fiscal year shall be paid in the form of cash.
Chapter 7: Supplementary Articles
Article 16
With respect to the matters not provided herein, the Company Law and other applicable laws and regulations shall govern.
Article 17
These Articles of Incorporation were enacted by the incorporators in the incorporators meeting held on July 18, 1996 and were effectively approved by the competent authority.
The first amendment was made on September 18, 1996.
The second amendment was made on September 15, 1997.
The third amendment was made on April 23, 1998.
The fourth amendment was made on April 23, 1999.
The fifth amendment was made on March 9, 2000.
The sixth amendment was made on May 10, 2001.
The seventh amendment was made on May 10, 2001.
The eighth amendment was made on October 17, 2001.
The ninth amendment was made on May 21, 2002.
The tenth amendment was made on May 29, 2003.
The eleventh amendment was made on April 29, 2004.
The twelfth amendment was made on June 14, 2005.
The thirteenth amendment was made on June 15, 2006.
The fourteenth amendment was made on June 13, 2007.
The fifteenth amendment was made on June 19, 2009.
The sixteenth amendment was made on June 10, 2011.
The seventeen amendment was made on June 13, 2012.
The eighteenth amendment was made on June 19, 2013.
