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 20, 2020
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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 20, 2020
English Language Summary
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Subject:
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The Board resolved to convene 2020 Annual General Shareholders'
Meeting
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Regulation:
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Published pursuant to Article 4-17 of the Taiwan Stock
Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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Date of events:2020/03/20
1. Date of the board of
directors resolution:2020/03/20
2. Date for convening the
shareholders' meeting:2020/06/17
3. Location for convening
the shareholders' meeting:
Meeting Room in AUO's Global
Research Center
(No. 1, Gongye E. 3rd Rd.,
East Dist., Hsinchu Science Park, Hsinchu City)
4. Cause or subjects for
convening the meeting
(1) Report Items:
1. To report the business
of 2019
2. Audit Committee's Review
Report and Communications between members of Audit Committee and head of internal audit
3. To report the cash
dividend distribution of 2019
4. To report the resolution
and implementation of repurchase of the Company's shares
5. To report the 2019 1st
Plan of Transferring the Repurchased Shares to the Employees
6. To report the indirect
investments in China in 2019
7. To report the issuance
of securities in private placement
5. Cause or subjects for
convening the meeting
(2)
Matters for Ratification:
1. To accept 2019
Business Report and Financial Statements
2. To accept the proposal
for the distribution of 2019 earnings
6. Cause or subjects for
convening the meeting
(3) Matters for
Discussion:
1. 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
2. To approve the
amendments to Articles of Incorporation
3. To approve the amendments to
Rules and Procedures for Shareholders’ Meeting
4. To lift
non-competition restrictions on board members
7. Cause or subjects for
convening the meeting
(4) Elections: None
8. Cause or subjects for
convening the meeting
(5) Other Proposals: None
9. Cause or subjects for
convening the meeting
(6) Extemporary Motions:
None
10. Book closure starting
date:2020/04/19
11 .Book closure ending
date:2020/06/17
12. Any other matters
that need to be specified:
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(1)
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The 2020 Submission Period of shareholder proposals
pursuant to the ROC Company Law are from April 1, 2020 to April 10, 2020.
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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 April 1, 2020 to April 8, 2020. 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 20, 2020
English Language Summary
Subject: The Board of the Company
resolved not to distribute dividends
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:2020/03/20
1. Date of the board of
directors resolution :2020/03/20
2. Appropriations of earnings
in cash dividends to shareholders (NT$ per share): 0
3. Cash distributed from legal
reserve and capital surplus to shareholders (NT$ per share):0
4. Total amount of cash
distributed to shareholders (NT$): 0
5. Appropriations of earnings
in stock dividends to shareholders (NT$ per share):0
6. Stock distributed from
legal reserve and capital surplus to shareholders (NT$ per share):0
7. Total amount of stock
distributed to shareholders (shares):0
8. Any other matters that
need to be specified:None.
Item
3
AU Optronics Corp.
March 20, 2020
English Language Summary
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Subject:
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The Board resolved to issue new common shares for cash
to sponsor the DR Offering and/or issue new common shares for cash in public offering
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Regulation:
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Published pursuant to Article 4-11 of the Taiwan Stock
Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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Date of events:2020/03/20
1. Date of the board of
directors resolution:2020/03/20
2. Source of capital
increase funds:
Issuance of new common shares
for cash to sponsor the DR Offering and/or issuance of new common shares for cash in public offering.
3. Number of shares
issued:
It will be proposed that the
shareholders meeting to authorize the Board, within the limit of 945 million common shares, depending on the market conditions
and the Company’s capital needs, to choose appropriate timing and fund raising instrument(s), to issue new common 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 instrument(s).
For issuance of Private Placement
CB, the number of common shares can be converted within the limit of 945 million common shares shall be calculated in accordance
with the conversion price determined at the time of issuanceof Private Placement CB.
4. Par value per
share:NTD 10
5. Total monetary amount
of the issue:To be determined.
6. Issue price:To be
determined.
7. Number of shares
subscribed by or allotted to employees:
10%-15% of the new common shares
shall be allocated for the employees' subscription.
8. Number of shares
publicly sold:To be determined.
9. Ratio of shares
subscribed by or allotted as stock dividends to existing shareholders:
(1) Issuance of new common
shares for cash to sponsor the DR Offering:
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 to 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.
(2) It is proposed to authorize
the Board to choose either of the following
methods to sell the new shares
in the public offering: a.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 28-1of the Securities and Exchange Law and such remaining shares will be offered to the public via book
building. b.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) in accordance with Article
28-1, Paragraph 2 of the Securities and Exchange Law and the remaining shares will be subscribed to by the existing shareholders
of the Company in accordance with their shareholding.
10. Method of handling
fractional shares and shares unsubscribed by the deadline:
(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.
11 .Rights and
obligations of the newly issued shares:
The new common shares will
have the same rights and obligations as the Company’s existing issued and outstanding common shares.
12. Utilization of the
funds from the capital increase:
To invest in equipment and
technology of high-end product , enrich working capital, strengthen financial structure and/or support the company’s funding
needs for long term development.
13. Any other matters
that need to be specified:
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 theconversion price for the Private Placement CB is set at a price less than the par value
due to 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 pure debt financing. 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 realization of the benefits 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 20, 2020
English Language Summary
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Subject:
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The Board resolved to issue new common shares for cash
in private placement ("Private Placement Shares")
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Regulation:
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Published pursuant to Article 4-11 of the Taiwan Stock
Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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Date of events:2020/03/20
1. Date of the board of
directors resolution:2020/03/20
2. Types of the private
placement:Common shares
3. Buyers of the private
placement and their relationships with the company:
The
investors to subscribe to the Private Placement Shares and/or Private Placement CB shall meet the qualifications listed in Article
43-6 of the Securities and Exchange Act and the Board is fully authorized to determine the specific investor(s). If the investor(s)
are strategic investor(s), the selection method is still limited to the specific investor(s) who meet the aforementioned regulations.
4. Number of shares or
bonds privately placed:
It
will be proposed that the shareholders meeting to authorize the Board, within the limit of 945 million common shares, depending
on the market conditions and the Company’s capital needs, to choose appropriate timing and fund raising instrument(s), to
issue new common 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 instrument(s).
For issuance of Private Placement
CB, the number of common shares can be converted within the limit of 945 million common shares shall be calculated in accordance
with the conversion price determined at the time of issuance
of Private Placement CB.
5. Total monetary amount
of the private placement:To be determined.
6. The pricing basis of
private placement and its reasonableness:
(a) The higher of (x) the
simple average closing price of the Company’s common shares for either 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 price of the Private Placement Shares.
(b) The issue price of the
Private Placement Shares shall be no less than 80% of the reference price. It is proposed to authorize the board of directors
to decide the actual issue price within the range approved by the shareholders meeting, depends on the status of finding specific
investor(s) and market conditions.
(c)
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 reasonable.
7. Use of the funds
raised in the private placement:
To invest in equipment and
technology of high-end product, enrich working capital, strengthen financial structure and/or support the company’s funding
needs for long term development.
8 .Reasons for conducting
non-public offerings:
Considering the effectiveness
and convenience for issuance of the Private Placement Shares/Private Placement CB 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 /Private Placement
CB.
9. Objections or
qualified opinions from independent Board of Directors:None.
10. Date of
pricing:N/A
11. Recommended
price:N/A
12. Shares price,
conversion or subscription price:N/A
13. Rights and
obligations of the new private placement shares:
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 apply for approval from 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.
14 .The record date for share
conversion, if conversion, exchange, or subscription rights are attached: N/A
15. Possible dilution of equity,
if conversion, exchange, or subscription rights are attached:N/A
16. Possible influence of
change in shareholding, if conversion or subscription rights are fully attached:N/A
17. Countermeasures of
the aforesaid estimate change in shareholding:N/A
18. Any other matters
that need to be specified:
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 at a price
less than the par value due to 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 pure debt financing. 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 realization of the benefits 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 20, 2020
English Language Summary
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Subject:
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The Board resolved to issue overseas or domestic convertible
bonds in private placement (“Private Placement CB”)
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Regulation:
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Published pursuant to Article 4-11 of the Taiwan Stock
Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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Date of events:2020/03/20
1. Date of the board of
directors resolution:2020/03/20
2. Name of the corporate
bonds:Overseas or domestic convertible bonds in private placement (“Private Placement CB”).
3. Total amount of the
issue:
It will be proposed that the
shareholders meeting to authorize the Board, within the limit of 945 million common shares, depending on the market conditions
and the Company’s capital needs, to choose appropriate timing and fund raising instrument(s), to issue new common 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 instrument(s).
For issuance of Private Placement
CB, the number of common shares can be converted within the limit of 945 million common shares shall be calculated in accordance
with the conversion price determined at the time of issuance of Private Placement CB.
4. Face value:
The denomination of the Private
Placement CB will be US$10,000 or multiples thereof or NT$100,000 or multiples thereof.
5. Issue price:
The issue price shall be no
less than 80% of the theoretical price.
6 .Issue period:
The term of Private Placement
CB shall not exceed seven years.
7. Issue coupon/interest
rate:To be determined by the Board.
8. Types, names, monetary
amounts of security or collateral and stipulations thereupon:N/A
9. Use of the funds
raised by the offering and utilization plan:
To invest in equipment and
technology of high-end product, enrich working capital, strengthen financial structure and/or support the company’s funding
needs for long term development.
10. Trustee for the
bonds:N/A
11. Guarantor(s) for the
issue:N/A
12. Institution serving
as agent for payment of the principal and interest:N/A
13. Resale
conditions:
The Issuer may elect 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.14.Repurchase conditions:To be determined by the Board.
15. The record date for
share conversion, if conversion, exchange, or subscription rights are attached:N/A
16. Possible dilution of
equity, if conversion, exchange, or subscription rights are attached:N/A
17. Possible influence of
change in shareholding, if conversion or subscription rights are fully attached:N/A
18. Countermeasures of
the aforesaid estimate change in shareholding:N/A
19. Any other matters
that need to be specified:
(1 )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 apply for approval from 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 willhave the
same rights and obligations as the Company’s existing issued and outstanding common shares.
(2)
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 either 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 in accordance with applicable rules
and regulations.
(3)
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 at a price less than the par value due to 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 pure debt financing. 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 realization of the benefits
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 20, 2020
English Language Summary
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Subject:
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To announce the termination of private security offering
approved by 2019 shareholders' meeting
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Regulation:
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Published pursuant to Article 4-16 of the Taiwan Stock
Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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Date of events:2020/03/20
1. Date of the board of directors
resolution for the change:2020/03/20
2. Dates of effective registration
of the original plan:2019/06/14
3. Reason for the change:
(1) The Company’s 2019
shareholders meeting authorized the Board of Directors, within the limit of 950,000,000 common shares, to issue new common 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.
(2) According to item 7, Article
43-6, Securities and Exchange Law, the private placement may be carried out by installments within one year of the date of the
resolution of the shareholders meeting.
(3) The limit of the private
placement which is not used on the day before 2020 shareholders meeting shall be cancelled on the date of 2020 shareholders' meeting.
4. Content of each and every
successive past changed plan for raising of funds before and after change:N/A
5.
Anticipated timetable for execution:N/A
6.
Anticipated completion date:N/A
7. Anticipated possible benefits:N/A
8. Difference with original
anticipated benefits:N/A
9. Effect of the current change
on shareholder equity:N/A
10. Abstract of the original
lead underwriter’s appraisal opinion:N/A
11. Any other matters that
need to be specified:None
