report of independent registered public accounting firm Diodes Incorporated and Subsidiaries Board of Directors and Stockholders Diodes Incorporated and Subsidiaries 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.  We have audited the accompanying consolidated bal- ance sheets of Diodes Incorporated and Subsidiaries as  of December 31, 2004 and 2003 and the related consoli- dated statements of income, stockholders’ equity and  cash flows for each of the years in the three-year period  ended December 31, 2004. These financial statements are  the responsibility of the Company’s management. Our  responsibility is to express an opinion on these financial  statements based on our audits. In our opinion, the financial statements referred to  above present fairly, in all material respects, the con- solidated financial position of Diodes Incorporated and  Subsidiaries as of December 31, 2004 and 2003, and the  consolidated results of their operations and cash flows  for each of the years in the three year period ended  December 31, 2004, in conformity with accounting  principles generally accepted in the United States of  America. We conducted our audits in accordance with the  standards of the Public Company Accounting Oversight  Board (United States). Those standards require that we  plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are  free of material misstatement. An audit includes examin- ing, on a test basis, evidence supporting the amounts and  disclosures in the consolidated financial statements. 47 Los Angeles, California  January 28, 2005