晶元光電 2013/03/25

Board of Directors' resolution on the establishment of the Audit Committee.

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1.Date of occurrence of the change:2013/03/25

2.Name of the functional committees:Auditing Committee

3.Name and resume of the replaced member:N/A

4.Name and resume of the new member:N/A

5.Type of the change (please enter: “resignation”, “discharge”, 

“tenure expired” or “new appointment”):new appointment

6.Reason of the change:the first-time establishment of the Audit Committee.

7.Original term (from __________ to __________):N/A

8.Effective date of the new member:N/A

9.Any other matters that need to be specified:

To implement corporate governance practices, the Board of Directors decides

to establish the Audit Committee. The Audit Committee shall be organized when

 all the independent directors elected by 2013 Regular Shareholders' Meeting

assume office.