104 - AGM Information 2019 | FinancialReports.eu

104 Corporation

2019 Annual Shareholders’ Meeting Minutes (Translation)

Time ： 9:00 a.m., May 29, 2019

Place ： 104 Corporation Headquarters

(3f, No.119 BaoZhong Rd., Xindian Dist., New Taipei City, Taiwan, (R.O.C.))
Attendants: Shares represented by the shareholders present and proxies totaled 29,356,549, accounting for 88.44% of the total shares of 33,191,700 issued by the Company.

Chairman ： Rocky Yang, the Chairman of the Board of Directors

Recorder ： Tiffany Lin

Directors Present ： Rocky Yang, Steven Su, Simon Juan, Chin-Li Lin.

Attendees ： Mei-Fang Hsu (Supervisor), Representative of Askforce Corporation; Min-Ju Chao, CPA of KPMG

I . Call Meeting to Order `：`

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum at 9:00 am. The Chairman called the meeting to order.

I I . Chairman’s Address `（` omitted `）`

I I I . Matters for Report

1. 2018 Business Report. (see attachment 1)

2. Supervisor’s Review Report on the 2018 Financial Statement. (see attachment 2)

3. The Report of the 2018 Employees, Directors and Supervisors' Compensation. Explanatory Notes ：

(1)Pursuant to Article 26 of the Company's Articles of Incorporation.
(2)Income before tax excluding employees, directors and Supervisors’ compensation in 2018 is NT$384,706,711. Based on the resolution of the Board of Directors, cash will be distributed to the employees, directors and supervisors’ compensation are NT$31,738,304 and NT$7,694,134, respectively. There is no difference between the above resolution and those recognized in the financial statements.

I V . Matters for Ratification

1. Adoption of the 2018 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanatory Notes ：

(1)The Company’s 2018 financial statements have been approved by the Board of Directors and audited by KPMG.

(2)Please refer to attachment 1 and attachment 3.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,634 votes (22,317,496 votes)	97.54%
Votes against`：`247 votes (247 votes)	0.00%
Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

2. Adoption of the Proposal for Distribution of 2018 Earnings. (Proposed by the Board of Directors)

Explanatory Notes ：

(1)The Company’s net income after tax in 2018 is NT$282,207,001. For the Earnings Distribution Proposal, please refer to attachment 4.
(2)Article 66-9 of the Income Tax Act is applicable to the calculation of the earnings distribution proposal mentioned in the preceding paragraph. The 2018 earnings will be distributed first. If such earnings are insufficient, the earnings for the past years will be distributed in sequence.
(3)The proposal is to distribute a cash dividend of NT$8.51 per share, totaling NT$282,461,367. After the proposal is approved by the annual shareholders’ meeting, the Board of Directors authorized to determine the ex-dividend date. Cash dividends shall be based on the distribution ratio and rounded down to the integer. Fractional dividend amounts that are less than NT$1 shall be summed up and recognized as other income of the Company. In case the number of the Company’s outstanding shares is affected from changes to the laws, adjustments by the competent authority, repurchase or cancellation of the Company’s treasury shares, or other possible situations which may lead to the changes in the shareholder dividend ratio, it is proposed to the shareholder’s meeting to authorize the Board of Directors to adjust it.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,392 votes (22,317,254 votes)	97.54%
Votes against`：`489 votes (489 votes)	0.00%
Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

V. Matters for Discussion

1. Amendment to the Company’s “Articles of Incorporation”. (Proposed by the

Board of Directors)

Explanatory Notes `：`

In accordance with the No.10700083291 issued by the President on August 1, 2018,

the proposal is to amend partial provisions of the Company’s “Articles of

Incorporation”. For the comparison table of the amendments, please refer to attachment 5.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,634 votes (22,317,496 votes)	97.54%
Votes against`：`247 votes (247 votes)	0.00%
Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

2. Amendment to the Company’s “Rules and Procedures of Shareholders’

Meetings”. (Proposed by the Board of Directors)

Explanatory Notes：

In accordance with the No.10700083291 issued by the President on August 1, 2018,

the proposal is to amend partial provisions of the Company’s “Rules and Procedures of Shareholders’ Meetings”. For the comparison table of the amendments, please refer to attachment 6.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,634 votes (22,317,496 votes)	97.54%
Votes against`：`247 votes (247 votes)	0.00%
Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

3. Amendment to the Company’s “Directors and Supervisors Election Guidelines”.

(Proposed by the Board of Directors)

Explanatory Notes `：`

In accordance with the No.10700083291 issued by the President on August 1, 2018,

the proposal is to amend partial provisions of the Company’s “Directors and

Supervisors Election Guidelines”. For the comparison table of the amendments, please refer to attachment 7.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,634 votes (22,317,496 votes)	97.54%
Votes against`：`247 votes (247 votes)	0.00%
Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

4. Amendment to the Company’s “Procedure for Acquisition and Disposal of

Assets”. (Proposed by the Board of Directors)

Explanatory Notes `：`

In accordance with the No.10703410725 issued by the Financial Supervisory Commission on November 26, 2018, the proposal is to amend partial provisions of the Company’s “Procedure for Acquisition and Disposal of Assets”. For the comparison table of the amendments, please refer to attachment 8.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,634 votes (22,317,496 votes)	97.54%
Votes against`：`247 votes (247 votes)	0.00%

Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

5. Amendment to the Company’s “Procedure for Loaning of Funds and Making of Endorsements/Guarantees”. (Proposed by the Board of Directors)

Explanatory Notes `：`

In accordance with the No.1080304826 issued by the Financial Supervisory

Commission on March 7, 2019, the proposal is to amend partial provisions of the Company’s “Procedure for Loaning of Funds and Making of

Endorsements/Guarantees”. For the comparison table of the amendments, please refer to attachment 9.

Resolution ： Voting Results:

Shares represented at the time of voting: 29,356,549

Voting Results*	% of the total represented share present
Votes in favor`：`28,634,634 votes (22,317,496 votes)	97.54%
Votes against`：`247 votes (247 votes)	0.00%
Votes invalid`：`none	0.00%
Votes abstained`：`721,668 votes (711,018 votes)	2.46%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

V I . Extemporary Motions

There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned.

V I I . Adjournment ： May 29, 2019 at 09:43 a.m.

Attachment 1: 2018 Business Report

104 Corporation Business Report

I. 2018 Business Report

1. Achievements of the implementation of the operational plan

In order to implement the three major missions of management, i.e. “commitment to career matchmaking, commitment to the elderly, and commitment to children”, 104 continued to develop its service models in 2018, including:

(1) Career Mission

1. Personal Job-Seeking Service: 104 continued to improve the efficiency of personal job seeking, and in 2018 it had launched a new version of job recommendation, smart job-sorting list, and a career and personality match indicator to assist job selection. These intend to make job-seeking service more accurate, fast and effective. In addition, to continuously improve product usability, the Company completed the revision of PC web front page, PC and Mobile Web job listing and simplified the membership registration process in 2018. Also, the APP had been launched to provide job seekers an online one-to-one real-time resume consulting service for free.

2. Enterprise Talent-Seeking Service: 104 continued to improve the efficiency of enterprise talent-seeking service. In 2018, new version of talent recommendation, smart talent-sorting list, and a career and personality match indicator to assist talent selection were launched. These intend to make talent-seeking service can be more accurate, fast and effective. In addition, to continuously improve product usability, the Company completed the revision of PC Web talentseeking front pate in 2018, and launched 24/7 customer service robots, which provided more real-time online response for customers’ problems.

3. Human Resource Management Platform: “eHRMS” system provided flexible setting to assist enterprises to deal with complex demands such as personnel attendance, payroll calculation and payroll approvals. A HR self-service platform had been established via HR Portal that provides educational training, resource management and benefits-subsidy module, and an all-round HR management system for HR department.

“Assessment Expert” provided accurate and diversified talent evaluation tools that catered to various needs of different positions and assessment goals in the mainland China, Taiwan and Hong Kong. Consulting service had been integrated to provide a more scientific and objective perspective that helps enterprises understand organization and individual training demand. Through this approach, enterprises can be assisted to conduct organization diagnosis and development planning so they can reasonably allocate, stimulate and accumulate talents to implement management strategy and organization’s goals.
“HR Portal” provided cloud management platform for human resource departments in SMEs. SMEs can easily manage personnel, enhance professionalism, and collaborate with personnel to make better communication through this platform. The supervisors were able to increase work efficiency by making decisions and management in mobile form.

4. 104 Nabi Career Learning Service: For job seekers, 104 aims to achieve the goal of “not just finding a job, but also find a direction for you.” Based on enterprises talent demand which build a personalized competitiveness analysis, 104 Nabi assists novices to find their career directions through 104 big data analysis. Actual learning resources have been provided to improve novices’ career competitiveness and cultivate talents for enterprises.

5. Executive Recruiting Service: Head hunting team continued to engage in the key talents and middle-and-high executives’ market. According to current industrial development in Taiwan, 45% of cases were technology industry, 55% of cases were non-technology industry. Deals covered listed companies, foreign companies, SMEs and overseas clients. Due to the globalized layout for Taiwanese enterprises and talents, 30% of talents worked oversea. In customer satisfaction investigation, both customers and candidates’ satisfaction rate reached 95%. In annual servicing quality evaluation in Employment Agency for Ministry of Labor, the Company earned a score of 99 (Grade A) in this year.

(2) Elderly Mission

1. Senior Care Bank Matchmaking Platform: The Company continued to promote the concept of health promotion and disease prevention. The health promotion service demand test was completed in February 2018. In the meantime, the Company officially launched Coach Caregiver service for self-supporting care in October to protect the dignity of disabled seniors. The Coach Caregivers provide in-house care service. By careful observation, seniors’ physical condition, living style and environment can be well understood. After the service, a comprehensive care service plan would be provided that combine project management and opinions from medical professionals (physicians, registered nurse, functional therapists, physiotherapists, and dietitians). In the service, except providing an actual care to the seniors, the caregiver would be trained on how to take care of the seniors. Optimized evaluation would be carried out in the first month as a reference for plan adjustment. After three months of service. a final service report will be provided to assist the costumers and seniors understand the improvement and follow-up care.

Senior Care Bank fulfilled caregiver’s heartfelt wishes by inviting medical professionals and Coach Caregivers to establish professional help center and providing correct concept of inhouse care to help the seniors self-supporting recovery. Senior Care Bank went online in December. Except referring to the F&Q, the seniors can also ask questions anytime they want. Personalized advices will be responded by medical professionals and Coach Caregivers.

2. Senior Platform: A platform that takes the value of healthy elders as its mission. Retired people can provide paid services for demanders to sign up and participate on the platform. Retired people can provide guiding, cooking, creative arts and consulting service in 2018. one hundred retired people had registered, and seven hundred senior services had been listed online. More than five thousand users paid for those services. 104 also expanded the era memory program and senior nostalgic program by gathering map in seniors’ memories around Taiwan as an inheritance of land memories. Ancient inheritance activities had been held to collect the old memories from the seniors. In addition, the Company provided seniors work units, let the recruitment companies provide job opportunities to the seniors. More senior working partners will be recruited.

(3) Children Mission

World of Work and Star Platform: To fulfill the goal of “explore talents in every child”, 104 offered Star Platform to explore talents in children and World of Work Platform had been established for children talent exploration. In 2018, 19,059 middle school students registered on World of Work Platform. 11,839 students completed self-exploration on the self-discovery game and obtained career exploration certification. Furthermore, we held voluntary experience sharing seminar in 95 schools, where 14,000 students can hear career story shared by 200 volunteers. The Star Platform officially launched in August 2018. As of the end of the year, a total of 2,540 members had been participated, and nine children talent exploration games were held with 1,060 attendance and 1,840 works accumulated.

2. Financial Performance

The consolidated revenue for 2018 was NT$1,577,612 thousand, up 2% from the consolidated revenue of NT$1,539,995 thousand for 2017. The consolidated net income for 2018 was NT$323,109 thousand down 10% from the consolidated operating income of NT$358,159 thousand for 2017. The consolidated net income for 2018 was NT$282,083 thousand, down 11% from the consolidated net income of NT$318,663 thousand for 2017. The decreases of net income were mainly affected by the increase in operating expenses for optimizing existing services and accelerating new product development, as well as by the increase in income tax expenses caused by the raised corporate income tax rate accordingly.

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Unit: NT$1,000
Consolidated Income Statement 2018 2017
Operating revenue 1,577,612 1,539,995
Operating income 323,109 358,159
Net income before tax 352,055 381,785
Income tax expense 69,972 63,122
Net income 282,083 318,663
Return on assets (%) 12 14
Return on shareholders’ equity (%) 19 21
Pre-tax income to paid-in capital (%) 106 115
Net margin (%) 18 21
Basic EPS (after Tax) (NT$) 8.51 9.60
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3. Research and Development Results

The successful technologies or products developed in 2018 include:

(1) Recommended matchmaking using machine learning algorithm: A self-developed word segmentation system had been incorporated to analyze the cloud job/resume database of 104 Job Bank. It filtered job resumes and knowledge established by users. Feature information used by recommendation function was expanded by extracting potential natural language information. Machine learning algorithms were thus developed based on collective intelligence. Recommended situations and abilities were added to enhance user experience and produced information for future product and function, benefiting to new AI app development.
(2) AI evaluation and the conformity match of resume and job: The Company developed resume information extraction technology based on users’ footprints record stored in the job bank service. The technology will turn potential information into the conformity match of resume and job. The information can be continuously adjusted based on user behavior and input. Therefore, current market expectations and information on the current status can be provided. Various information to both job and talent seekers can be offered to assist them to make a more confident choice.
(3) HR Portal-Assessment Center: Phase 1 development of Assessment Center had been completed. Personality inventory access had been provided to job seekers and enterprises. Job seekers can use personality inventory to make a self-exploration. Enterprises can use personality inventory to make an efficiency selection. It also provides an accurate conformity match to both sides.
(4) New generation of HR management systems had been completed. Personnel, attendance, and scheduling, and form module were developed. The open-source software can help enterprises reduce software royalty. Enterprises won’t hesitate to invest HR software and purchase large modules in the future.
(5) The Company continued to optimize Be A Giver community platform, added an online consultation service in the Career Clinics, provided service to middle- and high-level executives. All head hunters gathered job interview database, organized autonomous robot and machine learning technology to extend service to more job seekers.
(6) The Coach Caregivers Matchmaking Platform: The core value of “104 Senior bank Coach Caregiver care program recommendation system” is the big data analysis and AI learning, which includes long-term care record database, smart care planning dictionary algorithm technology, health care dictionary recommendation system. The purpose is to turn clinical knowledge into health care advice that Coach Caregivers needed. Prediction of continuous optimization during iterative learning process has been provided, making an accurate in-house self-supporting draft when Coach Caregivers facing difference situations.

II. The Company’s Development Strategies and Future Prospects

1. The Company’s Development Strategies

In terms of Job Bank, we will continue to add new users and deepen service to enhance user loyalty in order to increase job seeking and recruitment market share and expand the external network. The Company will leverage our advantages in active user scale to develop product applications based on user’s profile, behavior and interaction data. The Company will continue to enhance the job/talent seeking bilateral recommendation, smart sorting and suitability matching service in professional and personality. By establishing a competitive and quantitative competition and implementing the usercentric design concept, we will continue to enhance product usability and bring our users better experience.

Due to China-US trade war, Taiwanese entrepreneurs are expected to accelerate the global presence. The head hunting team will be more focused on the recruitment of expatriate executives, extending business in the mainland China. The Company will recruit head hunters in Shanghai to provide head hunting service to Taiwanese and local entrepreneurs, and duplicate successful experiences to the China market. Head hunters’ efficiency and performance will be enhanced by updating head hunter platform, providing more accurate and convenient hunting function and case management system. The Company will also develop consulting robots to gain competitive advantages in head hunting area.

There are two HR managing development strategies in 2019. First, multiple modules data connection increase the convenience of employee management. For example, HR module integrates employee evaluations; salary module integrates employees’ salary survey, etc. Secondly, data integration. Due to data distributed in different modules, there’s a difficulty to analyze and integrate them. The Company will develop decision center module, help administrators contain a whole picture of HR statement, and provide administration advices through HR big data analysis.

In 2019, the development of the Senior Care Bank industry will be focused on six major aspects: The Company will complete diversified market demand tests for the Coach Caregivers’ services, enhance the consumer loyalty to professional help center, and increase brand awareness of Senior Care Bank. Senior Care Bank gradually establishes service process of the matchmaking platform, including customers and Coach Caregivers function, and continues to recruit Coach Caregivers. The Company makes vigorous effort to implement supporting measures related business model, including self-supporting dictionary, self-supporting video, etc. It is expected that 104 can build up high quality service value for the industry.

2. Future Prospects

Looking forward to the new year, based on C.M.O.S.(cloud, mobile, open, social) concept, 104 will combine AI, big data and the existing foundation of human resources, and continue to optimize a broader service and deeper demands, increase market share, and expand the Company’s influence on the foundation of information security to become the leading brand of human resources in Chinese community.

In response to the trend of aging population and declining birth rates, we have expanded our service coverage to the seniors and children. In the future year, the Company will continue to leverage the value of the seniors, protect the dignity of the elderly, help each child to find their gift, and help to alleviate the impact of manpower supply shortage.

Furthermore, we will lead our teams to work together, as the highest standards of conduct with the aim of sustainable development, fulfill our social responsibilities, create a long-term working environment for our employee, provide more valuable services to our customers, and look forward to continuously creating maximum value for our shareholders, customers, employees and all stakeholders.

Chairman: Rocky Yang General Manager: Rocky Yang

Chief Accountant: Tiffany Lin

Attachment 2: Supervisor’s Review Report

104 Corporation Supervisor’s Review Report

The Board of Directors has prepared the 2018 Business Report, Financial Statements, and Earnings Distribution Proposal. Of which, the financial statements have been audited by CPAs Min-Ju Chao and Lily Lu of KPMG, and an audit report with unqualified opinion was issued. The aforementioned statements have been reviewed and determined to be correct and accurate by the supervisors. The Report is submitted in accordance with Article 219 of the Company Act.

2019 annual shareholders’ meeting of 104 Corporation

Supervisor: Askforce Corporation Representative: Mei-Fang Hsu Supervisor: Zan-Syong Cai

March 13, 2019

Attachment 3: Independent Auditors’ Report and Financial Statements

Independent Auditors’ Report

To the Board of Directors of 104 Corporation:

Opinion

We have audited the financial statements of 104 Corporation ("the Company"), which comprise the balance sheets as of December 31, 2018 and 2017, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:

Revenue recognition

Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(13) for the disclosure related to revenue from contracts with customers of the financial statements.

Description of key audit matter:

The Company’s operating revenues is the main indicator for investors and management to assess their financial or business performance. Since the Company is a listed company, it has a high risk of false representation. Furthermore, in 2018, the Company is required to adopt the International Financial Reporting Standard No. 15 for the first time, wherein its recognition of revenue and its judgment of the timing of the transfer of commodity control rights are extremely important for the expression of its financial statements. The Company’s operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Company’s policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the Company’s management to determine the amount of revenue that can be recognized, therefore, revenue recognition was considered to be one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

‧ Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.
‧ Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.
‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
‧ Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Min-Ju Chao and Lily Lu.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2019

Note to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and financial statements, the Chinese version shall prevail.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: Cash and cash equivalents (note 6(1)) Notes receivable, net (note 6(3)) Accounts receivable, net (notes 6(3), (13) and 7) Other receivables (note 7) Other financial assets－current (note 8) Other current assets Total current assets Non-current assets: Financial assets at fair value through profit or loss－non-current (note 6(2)) Investments accounted for using equity method (note 6(4)) Property, plant and equipment (note 6(5)) Intangible assets (note 6(6)) Deferred tax assets (note 6(9)) Prepayments for equipment Refundable deposits Other financial assets－non-current (note 8) Total non-current assets Total assets	December 31, 2018 Amount % $ 1,961,227 81 565 - 47,524 2 22,194 1 150 - 14,519 1 2,046,179 85 4,914 - 101,845 5 243,763 10 3,514 - 5,673 - 1,594 - 5,998 - 10,000 - 377,301 15 $ 2,423,480 100	Liabilities and Equity Current liabilities: Contract liability－current (note 6(13)) Notes payable Accounts payable Other payables (notes 6(15) and 7) Current tax liabilities Deferred revenue (note 6(14)) Other current liabilities Total current liabilities Non-current liabilities: Net defined benefit liability (note 6(8)) Total non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(8), (9), (10) and (11)) Common stock Capital surplus Retained earnings: Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity: Foreign currency translation differences for foreign operations Others Total other equity Total equity Total liabilities and equity December 31, 2017 Amount % 1,917,721 82 1,196 - 35,974 2 9,948 - - - 13,461 1 1,978,300 85 - - 117,698 6 206,451 9 6,705 - 4,731 - - - 5,498 - 10,000 - 351,083 15 2,329,383 100	December 31, 2018		December 31, 2017
			Amount % $ 442,143 18 395 - 6,018 - 365,414 15 61,862 3 - - 48,787 2 924,619 38 5,666 - 5,666 - 930,285 38 331,917 14 397,859 16 378,199 16 2,941 - 386,934 16 768,074 32 (4,051 ) - (604) - (4,655) - 1,493,195 62 $ 2,423,480 100		Amount % - - 2 - 6,920 - 319,382 14 41,094 2 386,006 16 42,550 2 795,954 34 7,213 - 7,213 - 803,167 34 332,072 14 399,549 17 378,199 17 - - 422,717 18 800,916 35 (2,941 ) - (3,380 ) - (6,321) - 1,526,216 66 2,329,383 100

See accompanying notes to financial statements.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

2018	2017
Amount $1,552,514 158,319 1,394,195 612,922 168,845 322,846 1,104,613 289,582 32,555 63 23,074 55,692 345,274 63,067 282,207 245 34 279 ( 1,110) - ( 1,110) ( 831) $ 281,376 $ $	Amount 1,512,766 149,553 1,363,213 569,766 177,722 298,062 1,045,550 317,663 30,171 15 27,087 57,273 374,936 56,813 318,123 ( 4,094) 696 ( 3,398) ( 621) - ( 621) ( 4,019) 314,104	%
		100 10 90 37 12 20 69 21 2 - 2 4 25 4 21 - - - - - - - 21 9.60
		9.51

See accompanying notes to financial statements.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

	Retained	earnings		Other equity interest	Other equity interest
				Foreign currency translation differences for foreign operations ( 2,320) - - - ( 621) ( 621) - - - ( 2,941) - ( 2,941) - - - ( 1,110) ( 1,110) - - - ( 4,051 )	Others ( 11,690) - - - - - 1,575 - 6,735 ( 3,380) - ( 3,380) - - - - - 634 - 2,142 ( 604 )
Legal reserve 338,362 39,837 - - - - - - - 378,199 - 378,199 - - - - - - - - 378,199	Special reserve - - - - - - - - - - - - 2,941 - - - - - - - 2,941	Unappropriated earnings 506,436 ( 39,837) ( 358,838) 318,123 ( 3,398) 314,725 231 - - 422,717 3,116 425,833 ( 2,941) ( 318,650) 282,207 279 282,486 206 - - 386,934	Total 844,798 - ( 358,838) 318,123 ( 3,398) 314,725 231 - - 800,916 3,116 804,032 - ( 318,650) 282,207 279 282,486 206 - - 768,074

See accompanying notes to financial statements.

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Cash Flows

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Income before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit loss / Provision for bad debt expense Interest income Compensation cost of restricted employee shares Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Adjustments for restricted employee shares Total adjustments to reconcile profit Changes in operating assets and liabilities: Net changes in operating assets: Notes receivable Accounts receivable Other receivable Other financial assets Other current assets Total net changes in operating assets Net changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Deferred revenue Other current liabilities Net defined benefit liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in prepayments for equipment Net cash flows used in investing activities Cash flows used in financing activities: Cash dividends paid Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	2018 $ 345,274 39,489 4,434 558 ( 11,912 ) 2,142 ( 23,074 ) 92 ( 1,005) 10,724 631 ( 11,868 ) ( 113 ) ( 150 ) ( 1,058) ( 12,558) 59,651 393 ( 902 ) 14,845 - 6,237 ( 1,302) 78,922 66,364 77,088 422,362 11,879 25,717 ( 43,845) 416,113 ( 4,914 ) ( 42,910 ) - ( 500 ) ( 4,039 ) ( 1,594) ( 53,957) ( 318,650) ( 318,650) 43,506 1,917,721 $ 1,961,227	2017 374,936 46,378 8,266 804 ( 11,641 ) 6,735 ( 27,087 ) ( 54 ) ( 952) 22,449 1,034 2,470 1,998 - ( 5,639) ( 137) - - ( 726 ) 44,258 21,214 ( 6,783 ) ( 1,355) 56,608 56,471 78,920 453,856 11,659 37,828 ( 51,829) 451,514 - ( 30,441 ) 541 707 ( 1,026 ) - ( 30,219) ( 358,838) ( 358,838) 62,457 1,855,264 1,917,721

See accompanying notes to financial statements.

Independent Auditors' Report

To the Board of Directors of 104 Corporation:

Opinion

We have audited the consolidated financial statements of 104 Corporation and Subsidiaries ("the Consolidated Company"), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Consolidated Company as at December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Consolidated Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:

Revenue recognition

Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(13) for the disclosure related to revenue from contracts with customers of the consolidated financial statements.

Description of key audit matter:

The Consolidated Company's operating revenues is the main indicator for investors and management to assess their financial or business performance. Since 104 Corporation is a listed company, it has a high risk of false representation. Furthermore, in 2018, the Consolidated Company is required to adopt the International Financial Reporting Standard No. 15 for the first time, wherein its recognition of revenue and its judgment of the timing of the transfer of commodity control rights are extremely important for the expression of its financial statements. The Consolidated Company's operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Consolidated Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Consolidated Company's policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the Consolidated Company's management to determine the amount of revenue that can be recognized, therefore, revenue recognition was considered to be one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

‧ Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.
‧ Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.
‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.
‧ Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.

Other Matter

104 Corporation has prepared parent-company-only financial statements as of and for the years ended December 31, 2018 and 2017 and, on which we have expressed an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Consolidated Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Consolidated Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Consolidated Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Consolidated Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Consolidated Company audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Min-Ju Chao and Lily Lu.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2019

Note to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

December 2018	December 2017	31, % 87 - 2 - - 1
Amount $ 2,072,669 565 46,999 21,905 150 15,140 2,157,428 4,914 243,851 3,514 5,697 1,594 8,250 10,000 277,820	Amount 2,043,470 1,196 37,040 9,104 - 14,633 2,105,443 - 206,619 6,705 5,692 - 7,840 10,000 236,856
		90
		- 9 - - - - 1
		10

Total assets $ 2,435,248 100 2,342,299 100

December 2018	December 2017	31, % - - - 14 2 17 2
Amount $ 446,687 395 6,019 361,753 64,694 - 49,650 929,198 5,666 5,666 934,864 331,917 397,859 378,199 2,941 386,934 768,074 (4,051) (604) (4,655) 1,493,195 7,189 1,500,384 $ 2,435,248	Amount - 2 6,920 312,516 46,472 391,760 43,721 801,391 7,213 7,213 808,604 332,072 399,549 378,199 - 422,717 800,916 (2,941) (3,380) (6,321) 1,526,216 7,479 1,533,695 2,342,299

		35
		-
		-
		35
		14
		17
		16 - 18
		34
		- -
		-
		65
		-
		65
		100

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

2018	% 100 10	2017	% 100 10
Amount		Amount
$ 1,577,612 159,204 1,418,408 601,196 171,257 322,846 1,095,299 323,109 27,343 1,603 28,946 352,055 69,972 282,083 245 34 279 (1,276) -		1,539,995 150,154 1,389,841 552,749 180,871 298,062 1,031,682 358,159 25,632 (2,006) 23,626 381,785 63,122 318,663 (4,094) 696 (3,398) (689) -
	90		90
	38 11 21		36 12 19
	70		67
	20		23
	2 -		2 -
	2		2
	22 4		25 4
	18		21
	- -		- -
	-		-
	- - -		- - -
(1,276) (997) $ 281,086 $ 282,207 (124) $ 282,083 $ 281,376 (290) $ 281,086 $	-	(689) (4,087) 314,576 318,123 540 318,663 314,104 472 314,576	-
	-		-
	18		21
	18 -		21 -
	18		21
	18 -		21 -
	18		21
	8.51		9.60
$	8.44		9.51

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

	Retained earnings	Retained earnings		Other equity interest	Other equity interest	Other equity interest	Total equity
				Foreign currency translation differences for foreign operations (2,320) - - - (621) (621) - - - (2,941) - (2,941) - - - (1,110) (1,110) - - - (4,051 )	Others (11,690) - - - - - 1,575 - 6,735 (3,380) - (3,380) - - - - - 634 - 2,142 (604 )	Total (14,010) - - - (621) (621) 1,575 - 6,735 (6,321) - (6,321) - - - (1,110) (1,110) 634 - 2,142 (4,655 )
Legal reserve 338,362 39,837 - - - - - - - 378,199 - 378,199 - - - - - - - - 378,199	Special reserve - - - - - - - - - - - - 2,941 - - - - - - - 2,941	Unappropriate d earnings 506,436 (39,837) (358,838) 318,123 (3,398) 314,725 231 - - 422,717 3,116 425,833 (2,941) (318,650) 282,207 279 282,486 206 - - 386,934	Total 844,798 - (358,838) 318,123 (3,398) 314,725 231 - - 800,916 3,116 804,032 - (318,650) 282,207 279 282,486 206 - - 768,074
							1,572,174 - (358,838) 318,663 (4,087) 314,576 (952) - 6,735 1,533,695 3,116 1,536,811 - (318,650) 282,083 (997) 281,086 (1,005) - 2,142 1,500,384

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Income before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit loss / Provision for bad debt expense Interest income Compensation cost of restricted employee shares Loss (gain) on disposal of property, plant and equipment Unrealized foreign exchange loss Adjustments for restricted employee shares Total adjustments to reconcile profit Changes in operating assets and liabilities: Net changes in operating assets: Notes receivable Accounts receivable Other receivable Other financial assets Other current assets Total net changes in operating assets Net changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Deferred revenue Other current liabilities Net defined benefit liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in prepayments for equipment Net cash flows used in investing activities Cash flows used in financing activities: Cash dividends paid Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Components of cash and cash equivalents Cash and cash equivalents in consolidated statements of financial position Other item qualifying for cash and cash equivalents under the definition of IAS 7 Cash and cash equivalents at end of year	2018 $ 352,055 39,567 4,434 199 (12,977) 2,142 92 8 (1,005) 32,460 631 (9,923) (805) (150) (1,354) (11,601) 58,441 393 (901) 18,075 - 5,963 (1,302) 80,669 69,068 101,528 453,583 12,936 (52,310) 414,209 (4,922) (42,910) - (410) (4,039) (1,594) (53,875) (318,650) (318,650) (1,289) 40,395 2,043,470 $ 2,083,865 $ 2,072,669 11,196 $ 2,083,865		2017 381,785 46,665 8,266 1,155 (12,643) 6,735 (57) - (952)
			49,169
			1,048 3,345 1,658 - (5,906)
			145
			- - (726) 41,511 22,752 (6,781) (1,355)
			55,401
			55,546
			104,715
			486,500 12,660 (54,645)
			444,515
			- (30,521) 564 627 (1,026) -
			(30,356)
			(358,838)
			(358,838)
			(681)
			54,640 1,988,830
			2,043,470
			2,043,470 -
			2,043,470

See accompanying notes to consolidated financial statements.

Attachment 4: Earnings Distribution Proposal

104 Corporation Earnings Distribution Proposal

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Unit ： NT$
Items Amount Note
Unappropriated earnings at beginning of
101,126,665
year
Plus: Adjustment of IFRS 15 3,115,417
Unappropriated earnings after adjustment
104,242,082
of IFRS 15
Plus:
Remeasurements from defined benefit plans 279,085
Adjustments for restricted employee shares 205,169
2018 Net income after tax 282,207,001
Earnings available for distribution 386,933,337
Less:
Legal reserve (1,109,635)
Items of distribution:
Shareholders’ dividends - cash (282,461,367) NT$8.51 per share
Unappropriated earnings at end of year 103,362,335
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Chairman: Rocky Yang General Manager: Rocky Yang Chief Accountant: Tiffany Lin

Attachment 5: Comparison Table of the “Articles of Incorporation” Amendments

104 Corporation

Comparison Table of the “Articles of Incorporation” Amendments

Amended Articles	Current Articles	Explanation
Article6	Article5-1	To defer the article number.
Article7 All share certificates of the Company shall be registered, affixed with the signatures or personal seals of the director representing the Company.The share certificates shall be duly certified or authenticatedby the bank which is competent to certify shares under the lawsbefore issuance. The Company issued shares are exempted from printing share certificates, and shallregister the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.	Article6 All share certificates of the Company shall be registered,signed or sealed and numbered by at least three directors.The share certificates shall be duly certified or authenticated by the competent authority or a certified institution appointed by the competent authoritybefore issuance. The Company issued shares are exempted from printing share certificates, and shallbe registered in Taiwan Depository & Clearing Corporation.	1. To defer the article number. 2. The amendment is conducted in accordance with Paragraph 1 of Article 162 of the “Company Act.” 3. The amendment is conducted in accordance with Paragraph 2 of Article 161-2 of the “Company Act.”
(Deleted)	Article 7 When the Company issues new shares, all the shares to be printed in that issue should be printed together; moreover, issued shares are exempted from printing. The issued shares in the provisions of the preceding article shall be registered with or stored in the Taiwan Depository & Clearing Corporation; they may also be merged or reissued with large denomination securities as per the demand of Taiwan Depository & Clearing Corporation.	Article 7 is deleted in accordance with deletion of Articles 162-1~162-2 of the “Company Act.”
Article 9 Assignment/transferof shares shall be suspended 60 days before the date of a general meeting of shareholders, and 30 days before the date of any extraordinary meeting of shareholders, or within five days before the day on which dividends, bonus, or any other benefit is scheduled to be paid by the Company.	Article 9 Registration for transferof shares shall be suspended 60 days before the date of a general meeting of shareholders, and 30 days before the date of any extraordinary meeting of shareholders, or within five days before the day on which dividends, bonus, or any other benefit is scheduled to be paid by the Company.	The amendment is conducted in accordance with Paragraph 1 of Article 165 of the “Company Act.”

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Amended Articles Current Articles Explanation
Article 18 Article 18
To disperse director and supervisor To disperse director and supervisor
law liability risks and thereby law liability risks and thereby
increase the Company’s governance increase the Company’s governance
capability, the Company may obtain capability, the Company shall take The amendment is conducted
Directors and Supervisors Liability out Directors and Officers Liability in accordance with Article
Insurance for all directors and Insurance for all directors and 193-1 of the “Company Act.”
supervisors, and for all reinvestment supervisors, and for all reinvestment
company director and supervisor company director and supervisor
representatives with respect to representatives throughout their
liabilities resulting from exercising term of office.
their duties during their terms of
directorship.
The Company shall report the
insured amount, coverage, premium
rate, and other important contents of
the Directors and Supervisors
Liability Insurance it has obtained
or renewed for directors and
supervisors, at the most recent board
meeting.
Article 26 Article 26
(Paragraph 1 is not amended: At the end of the fiscal year, if the
omitted) Company operates at a profit (the
profit so-called is pre-tax profit
before deducting remuneration for
distributed employees and directors
and supervisors) it shall contribute
an employee bonus consisting of
8%-15% of employee salaries and
bonuses to directors and supervisors
consisting of no more than 3% of
their salaries. However, any losses
accumulated by the Company to
date shall be paid off first.
The employee bonus in the The employee bonus in the The amendment is conducted
preceding paragraph shall be preceding paragraph shall be in accordance with Paragraph
distributed in the form of shares or distributed in the form of shares or 4 of Article 167-1, Paragraph
in cash and object of payment in cash and object of payment 3 of Article 167-2 and
includes the employees of parents or includes the employees of Paragraph 5 of Article 235-1
subsidiaries of the Company subsidiaries of the Company of the “Company Act.”
meeting certain specific meeting certain specific
requirements. The directors and requirements. The directors and
supervisors’ remuneration shall be supervisors’ remuneration shall be
distributed in the form of cash. distributed in the form of cash.
The items in the preceding two
(Paragraph 3 is not amended: paragraphs shall be undertaken by
omitted) resolution of the board of directors
and a report shall be submitted to
the shareholders’ meeting.
Article 27 Article 27
At the end of each fiscal year, if the At the end of each fiscal year, if the 1. The amendment is
Company has net profits they shall Company has net profits they shall conducted in accordance
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Amended Articles	Current Articles	Explanation
first be used to remedy any losses and 10% of net profits will be set aside as a statutory surplus reserve. However, if the accumulation of statutory surplus reserves reaches the totalpaid-incapital, then this limitation does not apply. Whether the rest of the accumulated profit is to be distributed in the form of dividends or retained shall be decided by resolution at the shareholders’meeting.	first be used to remedy any losses and 10% of net profits will be set aside as a statutory surplus reserve. However, if the accumulation of statutory surplus reserves reaches the total capitalvolume,then this limitation does not apply. Whether the rest of the accumulated profit is to be distributed in the form of dividends or retained shall be decided by resolution at the shareholders’meeting.	with Paragraph 1 of Article 237 of the “Company Act.” 2. To amend the wording. (Only for the Chinese version)
Article 28 The Company’s dividend policy shall be based on considerations of the Company’s current industry operating environment and growth phase and shall accord with future capital demand and the long term financial planning of the Company, and be allocated on sound principles. Currently our industry is projected to enjoy a growth phase and over the next few years, we anticipate business expansion plans and capital demand. Therefore, as regards theParagraph 2 of the preceding Articlevis-a-vis surplus profit available for distribution, dividends shall be distributed in the form of cash or shares. The cash dividend shall not be less than 10% of the total amount of the dividend. The type and ratio of surplus profit distribution shall depend on the real profit and capital condition at the end of each fiscal year and be revised by resolution of the shareholders’ meeting.	Article 28 The Company’s dividend policy shall be based on considerations of the Company’s current industry operating environment and growth phase and shall accord with future capital demand and the long term financial planning of the Company, and be allocated on sound principles. Currently our industry is projected to enjoy a growth phase and over the next few years, we anticipate business expansion plans and capital demand. Therefore, as regards thesecond part of Article 26 vis-a-vis surplus profit available for distribution, dividends shall be distributed in the form of cash or shares. The cash dividend shall not be less than 10% of the total amount of the dividend. The type and ratio of surplus profit distribution shall depend on the real profit and capital condition at the end of each fiscal year and be revised by resolution of the shareholders’ meeting.	To amend the wording.
Article 30 The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998 The second amendment was made on March 14, 2000 The third amendment was made on July 20, 2000 The fourth amendment was made on August 14, 2000 The fifth amendment was made on June 3, 2002	Article 30 The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on July 31, 1998 The second amendment was made on March 14, 2000 The third amendment was made on July 20, 2000 The fourth amendment was made on August 14, 2000 The fifth amendment was made on June 3, 2002	1. To amend the wording. (Only for the Chinese version)

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	The sixth amendment was made on June 9, 2004 The seventh amendment was made on May 16. 2005 The eighth amendment was made on June 12, 2006 The ninth amendment was made on June 11, 2008 The tenth amendment was made on June 10, 2009 The eleventh amendment was made on June 17, 2010 The twelfth amendment was made on June 15, 2012 The thirteenth amendment was made on June 24, 2015 The fourteenth amendment was made on June 7, 2016 The fifteenth amendment was made on June 8, 2017 The Sixteenth amendment was made on May 29, 2019	The sixth amendment was made on June 9, 2004 The seventh amendment was made on May 16. 2005 The eighth amendment was made on June 12, 2006 The ninth amendment was made on June 11, 2008 The tenth amendment was made on June 10, 2009 The eleventh amendment was made on June 17, 2010 The twelfth amendment was made on June 15, 2012 The thirteenth amendment was made on June 24, 2015 The fourteenth amendment was made on June 7, 2016 The fifteenth amendment was made on June 8, 2017	2. To add the date.

Attachment 6: Comparison Table of the “Rules and Procedures of Shareholders’ Meetings” Amendments

104 Corporation

Comparison Table of the “Rules and Procedures of Shareholders’ Meetings” Amendments

	Amended Articles	Current Articles	Explanation
	Article 9 The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares. The shares held by shareholders who are without voting rights shall be excluded from the total number of shares in the issue when voting on a resolution at a shareholders’ meeting. The number of attending shares shall be calculated according to the number of sign-in cards submitted and the number of shares voted in writingor by way of electronic transmission.	Article 9 The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares. The shares held by shareholders who are without voting rights shall be excluded from the total number of shares in the issue when voting on a resolution at a shareholders’ meeting. The number of attending shares shall be calculated according to the number of sign-in cards submitted and the number of shares voted in writing.	The amendment is conducted in accordance with Paragraph 2 of Article 177-1 of the “Company Act.”
	Article 24 All resolutions reached at a shareholders’ meeting shall be compiled in the form of meeting minutes. The meeting minutes shall be signed or stamped by the chair and shall be distributed to each shareholder within 20 days of the meeting. The Company may distribute the meeting minutes in the form of an announcement by means of a public notice. The date (year, month, and day) and place of the meeting, the name of the chairperson, the resolution method, the summary of proceedings, and outcomes of the meeting shall be recorded in the meeting minutes, and the meeting minutes shall be permanently retained as along as the Company exists. Regarding the resolution method as mentioned in the preceding paragraphshall be determined in accordance with the laws or	Article 24 All resolutions reached at a shareholders’ meeting shall be compiled in the form of meeting minutes. The meeting minutes shall be signed or stamped by the chair and shall be distributed to each shareholder within 20 days of the meeting. The Company may distribute the meeting minutesto shareholders who hold less than 1,000 shares of registered stock in the form of an announcement on the Market Observation Post System (MOPS). The date (year, month, and day) and place of the meeting, the name of the chairperson, the resolution method, the summary of proceedings, and outcomes of the meeting shall befaithfullyrecorded in the meeting minutes, and the meeting minutes shall be permanently retained as along as the Company exists. Regarding the resolution method as mentioned in the preceding paragraph, “approved without objection from any attending	1. The amendment is conducted in accordance with Paragraph 3 of Article 183 of the “Company Act.” 2. The amendment is conducted in accordance with Paragraph 4 of Article 183 of the “Company Act.” 3. The amendment is conducted in accordance with Article 15 of the “Articles of

	Amended Articles	Current Articles	Explanation
	ordinance and the Articles of Incorporations of the company. However, if there are any objections, the voting method as well as the number of votes in favor and the ratio of votes in favor over total votes cast shall be specified in the meeting minutes.	shareholder following the chair’s inquiry”shall be recorded in the meeting minutes if no objection is voiced by shareholders against a motion after the chair’s asking. However, if there are any objections, the voting method as well as the number of votes in favor and the ratio of votes in favor over total votes cast shall be specified in the meeting minutes.	Incorporation.”
	Article 25 These Rules and Procedures shall come into force after their approval at the shareholders’ meeting, Subsequent amendments and rescission thereto shall be affected in the same manner. Matters not covered in these Rules shall be based on the relevant laws of the Republic of China and be subject to uniform interpretation by the revision unit.	Article 25 These Rules and Procedures shall come into force after their approval at the shareholders’ meeting.The same applies when an amendment is made.	The amendment is conducted in accordance with “Level of Authority Table.”

Attachment 7: Comparison Table of the “Directors and Supervisors Election Guidelines” Amendments

104 Corporation

Comparison Table of the “Directors and Supervisors Election Guidelines” Amendments

	Amended Articles	Current Articles	Explanation
	Article 4 The number of directors and supervisors will be as specified in the Company’s Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will sequentially be elected as the directors or supervisors according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	Article 4 The number of directors and supervisors will be as specified in the Company’s Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will sequentially be elected as the directors or supervisors according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. For any shareholder who is simultaneously elected as both director and supervisor, in accordance with the preceding paragraph, he/she shall determine whether to assume the position of the director or the supervisor, and the resulting vacancy shall be filled by the candidate who receives the second highest rights of vote originally.	Deleted in accordance with Article 9 of the “Procedures for Election of Directors and Supervisors.”
	Article 5 The Company shall comply with the Articles of Incorporation to adopt a candidate nomination system for the election of the directors and supervisors.The shareholders shall elect the directors and supervisors from among the nominees listed in the roster of director and supervisor candidates.	Article 5 The Company shall comply with the Articles of Incorporation to adopt a candidate nomination system for the election of the directors and supervisors.For the purpose of reviewing the qualifications, academic backgrounds and experiences of director and supervisor candidates and whether they are involved in any of the actions prescribed in Article 30 of the Company Act, the Company may not arbitrarily add the documentary proof of other qualifications. In addition, it shall publicize the results of the review to the shareholders for their reference, enabling them to select the	1. The amendment is conducted in accordance with Paragraph 1 of Article 192-1 of the “Company Act.”

Amended Articles	Current Articles	Explanation
Any shareholder holding 1% or more of the total number of outstanding shares issued by the Company may submit to the Company in writing a roster of director and supervisor candidates that shall describe the name, education background and past work experience, provided that the total number of director and supervisor candidates so nominated shall not exceed the quota of the directors and supervisors to be elected. This restrictive condition shall also be applicable to the roster of director and supervisor candidates nominated by the board of directors of the Company.	competent directors and supervisors.	2. To make an addition in accordance with Paragraph 3 of Article 192-1 of the “Company Act.”
Article 8 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the Company. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. Other words or marks are entered in addition to the candidate’s name, account number, identity card number,attendance card numberand the number of voting rights allotted.	Article 8 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the Company. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. Other words or marks are entered in addition to the candidate’s account name and shareholder account numberoridentity card number and the number of voting rights allotted. 5. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or ID card number is provided in the ballot to identify such individual.	1. To amend the wording. (Only for the Chinese version) 2. To align with the adjustment for the ballot. 3. To align with the adjustment for the ballot.
Article 9 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair or a delegated master of ceremony on the site, including the list of persons elected as directors or supervisors and the numbers of votes with which they were elected.	Article 9 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair or a delegated master of ceremony on the site.	To align with the adjustment for the ballot.

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	Article 10 These Rulesshall come into force after theirapproval at the shareholders’ meeting,Subsequent amendments and rescission thereto shall be affected in the same manner. Matters not covered in these Rules shall be based on the relevant laws of the Republic of China and be subject to uniform interpretation by the revision unit.	Article 10 The Rules, and any amendments thereto, shall be implemented after beingapproval at the shareholders’ meeting.	The amendment is conducted in accordance with “Level of Authority Table.”

Attachment 8: Comparison Table of the “Procedure for Acquisition and Disposal of Assets” Amendments

104 Corporation

Comparison Table of the “Procedure for Acquisition and Disposal of Assets”

Amendments

	Amended Articles	Current Articles	Explanation
	Article 3: Scale of Assets The term “assets” as used in the Procedures includes the following: (Subparagraph 1 is not amended: omitted) 2. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. (Subparagraph 3~4 are not amended: omitted) 5. Right-of-use assets 6.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7.Derivatives. 8.Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 9. Other major assets.	Article 3: Scale of Assets The term “assets” as used in the Procedures includes the following: (Subparagraph 1 is not amended: omitted) 2. Real property (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment. (Subparagraph 3~4 are not amended: omitted) 5.Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 6.Derivatives. 7.Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 8. Other major assets.	1. To add Subparagraph 5 expanding the scope of right-of-use assets and move the existing Subparagraph 2, rights-of- use to land, to Subparagraph 5 in accordance with “IFRS 16.” 2. The existing Subparagraph 5~8 are moved to Subparagraph 6~9.
	Article 4: Definition of Terms 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, whose value is derived froma specified interest rate, financial instrument price, commodity price,foreign exchange rate, index of prices or rates,credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts,long-term	Article 4: Definition of Terms 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes, or other interests. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.	1. The scope and wording of Derivatives definition in Subparagraph 1 is amended in accordance with “IFRS 9 Financial Instruments.”

Amended Articles	Current Articles	Explanation
leasing contracts, or long-term purchase (sales) contracts. 2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, This could also refer to the transfer of shares from another company through the issuance of new shares of its own as the consideration therefor (hereinafter “transfer of shares”) under Article156-3of the “Company Act.” (Subparagraph 3~6 are not amended: omitted)	2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfers of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act, and other acts. This could also refer to the transfer of shares from another company through the issuance of new shares of its own as the consideration therefor (hereinafter “transfer of shares”) underParagraph 8 of Article 156 of the “Company Act.” (Subparagraph 3~6 are not amended: omitted)	2. The amendments release of the “Company Act” is on August 1st, 2018, implemented from November 11th, 2018. In accordance with “the Company Act” Paragraph 8 of Article 156 cited in Subparagraph 2 is amended to Article 156-3.
Article 5: Exclusion of Related Parties Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shallmeet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.	Article 5: Exclusion of Related Parties Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions shallnot be a related party of any party to the transaction.	1. For the purpose of simplify the regulations, the requirements of professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinions mentioned in the 4th point of Order No. Taiwan- Finance-Securities-I- 0920001151 announced by Securities and Futures Bureau of Financial Supervisory Commission of the Taiwan (ROC) is included in the Procedure. In addition, to amend Subparagraph 1~3 of Paragraph1 stipulating the qualification for experts in accordance with Paragraph 4 of Article 53
1.

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Amended Articles Current Articles Explanation
2. May not be a related party or de of “Securities and
facto related party of any party to Exchange Act”, and the
the transaction. good faith principle in
3. If the company is required to accordance with
obtain appraisal reports from two Subparagraph 15 of
or more professional appraisers, Paragraph 1 of Article 8 of
the different professional the “Regulations
appraisers or appraisal officers Governing the Offering
may not be related parties or de and Issuance of Securities
facto related parties of each other. by Securities Issuers”,
When issuing an appraisal report or repealing preceding
opinion, the personnel referred to in regulations.
the preceding paragraph shall 2. To amend Paragraph 2
comply with the following: stipulating the
1. Prior to accepting a case, they responsibilities of external
shall prudently assess their own experts such as making the
professional capabilities, practical appraisal reports,
experience, and independence. evaluation, and statement
2. When examining a case, they in accordance to the
shall appropriately plan and appraisal reports,
execute adequate working evaluation, and statement
procedures, in order to produce a of investment property
conclusion and use the conclusion mentioned in Article 9 of
as the basis for issuing the report “Regulations Governing
or opinion. The related working the Preparation of
procedures, data collected, and Financial Reports by
conclusion shall be fully and Securities Issuers”.
accurately specified in the case
working papers.
- -
3. They shall undertake an item by
item evaluation of the
comprehensiveness, accuracy,
and reasonableness of the sources
of data used, the parameters, and
the information, as the basis for
issuance of the appraisal report or
the opinion.
4. They shall issue a statement
attesting to the professional
competence and independence of
the personnel who prepared the
report or opinion, and that they
have evaluated and found that the
information used is reasonable
and accurate, and that they have
complied with applicable laws
and regulations.
Article 6: Scale and Limit of Article 6: Scale and Limit of
Investment Investment
Real property, right-of-use assets Real property and securities The amendment of the limit
thereof or securities acquired by the acquired by the company for non- calculation of real property
company for non-business use, other business use, other than bonds or and right-of-use assets
than bonds or bills traded under bills traded under repurchase thereof or securities acquired
-
repurchase agreements, negotiable agreements, negotiable certificates by the Company for non
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Amended Articles Current Articles Explanation
certificates of deposit and other of deposit and other financial business use regulation is
financial instruments, shall be instruments, shall be executed in made in accordance with
executed in accordance with the accordance with the company’s “IFRS 16”.
company’s internal control system internal control system and the level
and the level of authority table. The of authority table. The limits thereof
limits thereof are as below: are as below:
1. The total amount of real property 1. The total amount of real property
and right-of-use assets for non- for non-business use shall not
business use shall not exceed exceed 15% of the Company's net
15% of the Company’s net worth worth for the previous year,
for the previous year, audited by a audited by a certified public
certified public account. account.
(Subparagraph 2~4 are not (Subparagraph 2~4 are not
amended: omitted) amended: omitted)
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Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation
certificates of deposit and other financial instruments, shall be executed in accordance with the company’s internal control system and the level of authority table. The limits thereof are as below: 1. The total amount of real property and right-of-use assetsfor non- business use shall not exceed 15% of the Company’s net worth for the previous year, audited by a certified public account. (Subparagraph 2~4 are not amended: omitted) of deposit and other financial instruments, shall be executed in accordance with the company’s internal control system and the level of authority table. The limits thereof are as below: 1. The total amount of real property for non-business use shall not exceed 15% of the Company's net worth for the previous year, audited by a certified public account. (Subparagraph 2~4 are not amended: omitted) business use regulation is made in accordance with “IFRS 16”.

Article 7: Appraisal and Operational Procedures for Assessment of Acquisition or Disposal of Assets 1. Determination Procedures for trading terms (1) The means of price determination and supporting reference materials for acquiring or disposing of assets: i. Acquisition or disposal of securities (i) The price of securities traded in centralized securities exchanges or over-the-counter securities firms shall be decided by the market price of such securities at the time of the transaction. (ii)The price of securities not acquired or disposed of in a centralized securities exchange or over-the-counter securities firms shall be decided upon by taking into account the net worth per share, profitability, future development potential and referring to the trading price at the time of the transaction. ii. An acquisition or disposal of real propertyand right-of-use assets, equipment or memberships, or intangible assets shall be conducted by means of price comparison, price negotiation, invitation to tender, or other methods. (2) The unit in charge shall abide by the Company's Approval Authorization Table to conduct an acquisition or disposal of assets,	Article 7: Appraisal and Operational Procedures for Assessment of Acquisition or Disposal of Assets 1. Determination Procedures for trading terms (1) The means of price determination and supporting reference materials for acquiring or disposing of assets: i. Acquisition or disposal of securities (i) The price of securities traded in centralized securities exchanges or over-the-counter securities firms shall be decided by the market price of such securities at the time of the transaction. (ii)The price of securities not acquired or disposed of in a centralized securities exchange or over-the-counter securities firms shall be decided upon by taking into account the net worth per share, profitability, future development potential and referring to the trading price at the time of the transaction. ii. An acquisition or disposal of real property, equipment or memberships, or intangible assets shall be conducted by means of price comparison, price negotiation, invitation to tender, or other methods. (2) The unit in charge shall abide by the Company's Approval Authorization Table to conduct an acquisition or disposal of assets,	The right-of-use assets is added in accordance with “IFRS 16.”

Amended Articles	Amended Articles	Current Articles	Explanation
and submit such to the unit in charge for deliberation. 2. Determination Procedures for authorized limits (1) Acquisition or disposal of securities The Company shall abide by its level of authority Table to conduct an acquisition or disposal of short-term and long- term securities investments. It shall then submit such to the unit in charge for deliberation. (2) Acquisition or disposal of real propertyand right-of-use assets, equipment or memberships, or intangible assets: The unit undertaking the operation shall arrange, according to the Company's level of authority Table, reasons for the proposed acquisition or disposal, underlying assets, trading counter-party, transfer price, payment/receipt terms, and supporting reference materials for prices. The unit shall then submit such to the unit in charge for deliberation.		and submit such to the unit in charge for deliberation. 2. Determination Procedures for authorized limits (1) Acquisition or disposal of securities The Company shall abide by its level of authority Table to conduct an acquisition or disposal of short-term and long- term securities investments. It shall then submit such to the unit in charge for deliberation. (2) Acquisition or disposal of real property, equipment or memberships, or intangible assets: The unit undertaking the operation shall arrange, according to the Company's level of authority Table, reasons for the proposed acquisition or disposal, underlying assets, trading counter-party, transfer price, payment/receipt terms, and supporting reference materials for prices. The unit shall then submit such to the unit in charge for deliberation.
	Article 9: Appraisal Report for Acquiring or Disposing of Real Property or Equipment In acquiring or disposing of real property, equipmentor right-of-use assets thereofwhich meets the standard for announcement and report, and where the transaction amount reaches 20 % of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domesticgovernment agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipmentor right-of- use assets thereof heldfor business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to	Article 9: Appraisal Report for Acquiring or Disposing of Real Property or Equipment In acquiring or disposing of real property or equipment which meets the standard for announcement and report, and where the transaction amount reaches 20 % of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstance it is necessary to give a limited price, specific price, or special price as a	1. The government agency mentioned in Paragraph 1 refers to the central and local government agencies in Republic of China. The main consideration is that the price is less likely to be manipulated during the transaction between the central and local government since it needs to be bid in accordance with regulations, therefore, experts’ advices acquiring can be omitted. As for the transaction between domestic and foreign government agencies, since relevant regulations and pricing negotiation

	Current Articles	Explanation
give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followedwhenever there is any subsequent changeto the terms and conditions of the transaction. (Subparagraph 2~5 are not amended: omitted)	reference basis for the transaction price, the transaction shall be submitted for approval by the Board of Directors in advance, and the same procedure shall be followed for any future changes to the in case the transaction terms and conditions of the transaction. (Subparagraph 2~5 are not amended: omitted)	system are relatively unclear, it is not covered in the exemption. Hence, Paragraph 1 is amended. 2. Paragraph 1 is amended for including the “Right- of-use assets” into Article 9 in accordance to “IFRS 16.” 3. The wording in Subparagraph 1, Paragraph 1 is amended inaccordant withthelaw.
Article 10: Appraisal report for Acquisition or Disposal of Securities,intangible assets or right- of-use assets thereofor Memberships. (Subparagraph 1 is not amended: omitted) 2. Where the Company acquires or disposes of intangible assetsor right-of-use assets thereofor memberships and the transaction amount reaches 20 % or more of the Company's paid-in capital or NT$300 million or more, except in transactions with adomestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. (Subparagraph 3 is not amended: omitted)	Article 10: Appraisal report for Acquisition or Disposal of Securities andMembershipsor Intangible Assets. (Subparagraph 1 is not amended: omitted) 2. Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 % or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. The CPA shall comply with the provisions of statement of the Auditing Standards No. 20published by the ARDDF. (Subparagraph 3 is not amended: omitted)	The reason for the amendment is the same as the explanation 1 and 2 in Article 9. Wording amendment in Article 10 is made.
Article 11: Related Party transactions (Subparagraph 1 is not amended: omitted) 2. When the Company intends to acquireor dispose of real property or right-of-use assets thereoffrom or to a related party, or when it intends to acquire or dispose of assets other than real	Article 11: Related Party transactions (Subparagraph 1 is not amended: omitted) 2. When the Company intends to acquire real property from a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction	1. The government bonds mentioned in Subparagraph 2 means domestic government bonds. The consideration that both the central and

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property orright-of-use assets thereoffrom or to a related party and the transaction amount reaches 20 % or more of the Company’s paid-in capital, 10 % or more of the total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the supervisors: (Item 1~2 are not amended: omitted) (3) With respect to the acquisition of real propertyor right-of-use assets thereoffrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance withSubparagraph 3 to Subparagraph 6under the Article. (Item 4~5 are not amended: omitted) (6) An appraisal report from a professional appraiser or a CPA’s opinion in compliance with the precedingSubparagraph. (Item 7 is not amended: omitted) Where the position of independent director has been created in the Company, when a matter is submitted for discussion by the Board of Directors pursuant to Subparagraph2, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or	amount reaches 20 % or more of the Company's paid-in capital, 10 % or more of total assets, or NT$300 million or more, except in the trading of government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the supervisors: (Item 1~2 are not amended: omitted) (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance withParagraph 3, Paragraph 4, Paragraph 5, and Paragraph 6under the Article. (Item 4~5 are not amended: omitted) (6) An appraisal report from a professional appraiser or a CPA’s opinion in compliance with the precedingarticle. (Item 7 is not amended: omitted) Where the position of independent director has been created in the Company, when a matter is submitted for discussion by the Board of Directors pursuant to Paragraph2, the Board of Directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations	government bonds are clear and easy for look up, therefore the procedure of submission to the Board of Directors for approval and recognition from supervisors can be omitted. As for the foreign government bond is different, hence the amendment is for domestic government bond only; in addition, Subparagraph 2 is amended for including the real property or right- of-use assets leases into Article 11 in accordance with “ITRS 16.” 2. Subparagraph 2 to Subparagraph 5 is amended for including the real property or right- of-use assets leases into Article 11 in accordance with “ITRS 16.” 3. Wording is amended.

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expresses reservations about any matter, this shall be recorded in the minutes of the Board of Directors meeting. 3. The Company that acquires real property or right-of-use assets thereoffrom a related party shall evaluate the reasonableness of the transaction costs by the following means (where land and structures thereupon are combined as a single property purchasedor leasedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph): (Item 1~2 are not amended: omitted) 4. The Company that acquires real propertyor right-of-use assets thereoffrom a related party and appraises the cost of the real propertyor right-of-use assets thereofin accordance with Subparagraph3 shall also engage a CPA to check the appraisal and render a specific opinion. 5. Where the Company acquires real propertyor right-of-use assets thereoffrom a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance withSubparagraph2, and the preceding two subparagraphsdo not apply: (1) The related party acquired the real propertyor right-of-use assets thereofthrough inheritance or as a gift. (2) More than five years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets thereofto the signing date for the current transaction. (Item 3 is not amended: omitted)	about any matter, this shall be recorded in the minutes of the Board of Directors meeting. 3. The Company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means (where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph): (Item 1~2 are not amended: omitted) 4. The Company that acquires real property from a related party and appraises the cost of the real property in accordance with Paragraph3 shall also engage a CPA to check the appraisal and render a specific opinion. 5. Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance withParagraph2, and the preceding twoparagraphsdo not apply: (1) The related party acquired the real property through inheritance or as a gift. (2) More than five years will have elapsed from the time the related party signed the contract to obtain the real property and the signing date for the current transaction. (Item 3 is not amended: omitted)

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(4) 6.	The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 % of the issued shares or authorized capital. When the results of the Company’s appraisal conducted in accordance withSubparagraph 3 of the Article are uniformly lower than the transaction price for acquiring real property from the related party, the matter shall be handled in compliance with Subparagraph7. However, where the following circumstances exist, objective evidence has been submitted, and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA,	6.	When the results of the Company’s appraisal conducted in accordance withParagraph3 of the Article are uniformly lower than the transaction price for acquiring real property from the related party, the matter shall be handled in compliance with Paragraph7. However, where the following circumstances exist, objective evidence has been submitted, and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA,	4. Considering the risk of preceding irregular transaction for the transfer (sale or sublease) of equipment for business use that purchased or leased due to the necessity and demand in the overall plan of business, or the subleasing of leased real property between the public company and its subsidiaries in which it directly or indirectly holds 100 % of the issued shares or authorized capital are lower, Item 4 of Paragraph 5 is amended to exclude the consistent regulation that the types of transaction should follow to evaluate the cost (the price at which the related party obtains the real property or the leased payment.) Since the procedure has been excluded to be used for the types of transaction, there is no necessary to conduct in accordance with the regulations for proofing price legitimacy in Paragraph 6 of Article 11 and the special reserves of Paragraph 7 of Article 11. 5. Complying with the practical operation case of real property such as factory buildings and enlarge the acquisition of real property right-of-use assets thereof from related parties, can take the lease transaction cases in the nearby area within one year as the reference case for transaction pricing calculating and estimating. Subparagraph

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this restriction shall not apply: (1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: i. Where undeveloped land is appraised in accordance with the means in the preceding article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. ii. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property marketsale or leasing practices. (2) Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing,from a related party provides evidence that the terms of the transaction are	this restriction shall not apply: (1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: i. Where undeveloped land is appraised in accordance with the means in the preceding article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. ii. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. iii. Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices. (2) Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of	6-1-3 is consolidated to Subparagraph 6-1-2, and adding lease case as the transaction example, Subparagraph 6-2 is also amended.

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similar to the terms of completed neighboring or closely valued
transactions involving parcels of land of a similar size
neighboring or closely valued by unrelated parties within the
parcels of land of a similar size preceding year.
by unrelated parties within the
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Amended Articles similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size	Current Articles neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.	Explanation
by unrelated parties within the
preceding year. (3) Completed transactionsinvolving neighboring or closely valued parcels of land in (1) and (2), in principle, refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels, in principle, refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real propertyor obtainment of the right-of-use assets thereof. 7. Where the Company acquires real propertyor right-of-use assets thereoffrom a related party and the results of appraisals conducted in accordance with Subparagraph3 of this Article are uniformly lower than the transaction price, the following steps shall be taken: (1) A special reserve shall be set aside in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act against the difference between the real propertyor right-of-use assets thereoftransaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another public company, the special reserve called for pursuant to law shall be set aside pro rata in a proportion consistent with the share of the Company’s equity stake in the other company.	(3) Completed transactions for neighboring or closely valued parcels of land in (1) and (2), in principle, refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters, or parcels close in publicly announced current value. Transactions for similarly sized parcels, in principle, refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction. “Within the preceding year” refers to the year preceding the date of occurrence of the acquisition of the real property. 7. Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with Paragraph3 of this Article are uniformly lower than the transaction price, the following steps shall be taken: (1) A special reserve shall be set aside in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and it may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another public company, the special reserve called for pursuant to law shall be set aside pro rata in a proportion consistent with the share of the Company’s equity stake in the other company.	6. The preface of Subparagraph 7, Item 1, Item 4 and Item 5 are amended to include the requirements for real property right-of-use assets leases assessment when result of appraisals are lower than transaction price into the regulation in accordance with “IFRS 16.”

Amended Articles	Current Articles	Explanation
(2) Supervisors shall comply with Article 218 of the Company Act. (3) Actions taken pursuant tothe preceding two itemsshall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. (4) The Company that has set aside a special reserve under the preceding provisions may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor leasedat a premium, or they have been disposed of, or the leasing contract has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. (5) The Companyobtains real property or right-of-use assets thereof from a related party,shall also comply with the preceding fouritemsif there is other evidence indicating that the acquisition was not an arm’s length transaction. 8. With respect to thetypes of transactions listed below, when to be conductedbetween the Company and its parent or subsidiaries,or between its subsidiaries in which it directly or indirectly holds 100 % of the issued shares or authorized capital, the Company shall make arrangements in accordance with the Approval Authorization Table and have the decisions deliberated by the unit in charge. Subsequently the finance unit shall submit the relevant data to be ratified by the next Board of Directors meeting. (1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.	(2) Supervisors shall comply with Article 218 of the Company Act. (3) Actions taken pursuant to Subparagraph (1) and (2)shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. (4) The Company that has set aside a special reserve under the preceding provisions may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, they have been disposed of, adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. (5) The Company shall also comply with the preceding four subparagraphsif there is other evidence indicating that the acquisition was not an arm’s length transaction. 8. With respect to theacquisition or disposal of business-use equipmentbetween the Company and its parent or subsidiaries, the Company shall make arrangements in accordance with the Approval Authorization Table and have the decisions deliberated by the unit in charge. Subsequently the finance unit shall submit the relevant data to be ratified by the next Board of Directors meeting.	7. The wording in preface of Subparagraph 7 and Item 3 is amended in accordance with the legal process. 8. Considering transaction risk of the transfer (sale or sublease) of equipment for business use that purchased or leased due to the necessity and demand in the overall plan of business, or the subleasing of leased real property between the public company and its subsidiaries in which it directly or indirectly holds 100 % of the issued shares or authorized capital are lower, word amending in Subparagraph 8 to enlarge the limitation to pre-determined limit

Amended Articles	Current Articles	Explanation
(2) Acquisition or disposal of real property right-of-use assets held for business use.		delegated to the Chairperson by the Board of Directors to facilitate execution.
Article 11-1: The calculation of the transaction amounts referred to in Article 9, Article 10 and Subparagraph1 of Article 11 shall be made in accordance with Subparagraph2 of Article 14 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. The calculation of the transaction amounts referred to inSubparagraph 2 of Article 11 shall be made in accordance withSubparagraph2 of Article 14 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Board of Directors and recognized by the supervisors need not be counted toward the transaction amount.	Article 11-1: The calculation of the transaction amounts referred to in Article 9, Article 10 andParagraph 1 of Article 11 shall be made in accordance withParagraph2 of Article 14 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount. The calculation of the transaction amounts referred to inParagraph2 of Article 11 shall be made in accordance withParagraph2 of Article 14 herein. “Within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Board of Directors and recognized by the supervisors need not be counted toward the transaction amount.	The wording in articles are amended.
Article 12: Engaging in Derivatives Trading (Subparagraph 1~7 are not amended: omitted) 8. Internal control (Item 1~2 are not amended: omitted) (3) Periodic evaluation i. A finance supervisor appointed by the Board of Directors shall pay attention to the supervision and control of risks arising from derivatives trading at all times. The finance supervisor shall also make periodic evaluations on whether the performance of the transaction complies with the existing business strategies and	Article 12: Engaging in Derivatives Trading (Subparagraph 1~7 are not amended: omitted) 8. Internal control (Item 1~2 are not amended: omitted) (3) Periodic evaluation i. A finance supervisor appointed by the Board of Directors shall pay attention to the supervision and control of risks arising from derivatives trading at all times. The finance supervisor shall also make periodic evaluations on whether the performance of the transaction complies with the existing business strategies and	1. The wording in Item 3-3, Subparagraph 8 is amended.

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whether the risks undertaken fall whether the risks undertaken fall
within a tolerable scope. within a tolerable scope.
ii. The finance supervisor shall ii. The finance supervisor shall
make periodic evaluations of make periodic evaluations of
whether existing risk whether existing risk
management procedures are management procedures are
properly and realistically carried properly and realistically carried
out in accordance with the out in accordance with the
Procedures. Procedures.
iii. Hedging transactions carried out iii. Hedging transactions carried out
based on business needs shall be based on business needs shall be
evaluated every two weeks, and evaluated every two weeks, and
such evaluation reports shall be such evaluation reports shall be
submitted to the senior supervisor reported to the senior supervisor
authorized by the Board of authorized by the Board of
Directors. Directors.
(Item 3-4~3-5 are not amended: (Item 3-4~3-5 are not amended:
omitted) omitted)
9. Internal audit system 9. Internal audit system 2. In pursuant to the spirit
(1) Internal auditors shall, pursuant (1) Internal auditors shall, pursuant of implementing audit
to the Procedures, understand the to the Procedures, understand the procedures which
suitability of internal control for suitability of internal control for mentioned in Article 15
derivatives trading on a regular derivatives trading on a regular of Regulations
basis, audit the trading basis, audit the trading Governing Establishment
department's compliance with the department's compliance with the of Internal Control
“Procedure for Acquisition and “Procedure for Acquisition and Systems by Public
Disposal of Assets”, analyze the Disposal of Assets”, analyze the Companies, the
trading cycle on a monthly basis, trading cycle on a monthly basis, amendment that a written
and prepare an audit report. In the and prepare an audit report. In the notice shall be submitted
event of discoveries of material event of discoveries of material to the independent
violations, a written notice shall violations, a written notice shall directors in the event of
be submitted to the supervisors. be submitted to the supervisors. discoveries of material
Where independent directors have violations while
been appointed in accordance independent directors
with the provisions of the Act, for have been appointed is
matters for which notice shall be added.
given to the supervisors under the
preceding paragraph, written
notice shall also be given to the
independent directors.
(Item 2 is not amended: omitted) (Item 2 is not amended: omitted)
Article 14: Procedures for Public Article 14: Procedures for Public
Disclosure of Information Disclosure of Information
1. Under any of the following 1. Under any of the following 1. To amend the
circumstances, the Company circumstances, the Company government bonds
acquiring or disposing of assets acquiring or disposing of assets section in Paragraph 1-1-
shall publicly announce and shall publicly announce and report 1 and 1-1-6 due to the
report the relevant information on the relevant information on the consideration that both
the FSC’s designated website in FSC’s designated website in the the central and
the appropriate format as appropriate format as prescribed government debt are
prescribed by regulations within 2 by regulations within 2 days clear and easy for look
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days counting inclusively from the date of occurrence of the event: (1) Acquisition or disposal of real propertyor right-of-use assets thereoffrom or to a related party, or acquisition or disposal of assets other than real propertyor right-of-use assets thereoffrom or to a related party where the transaction amount reaches 20 % or more of the Company's paid-in capital, 10 % or more of total assets, or NT$300 million or more; provided, this shall not apply to the trading ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (Item 2 is not amended: omitted) (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedures. (4) Where equipmentor right-of-use assets thereoffor business use are acquired or disposed of, and furthermore the transaction counterparty is no related arty, and the transaction amount meets any of the following criteria: i. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. ii. For a public company whose a paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. (5) Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,	counting inclusively from the date of occurrence of the event: (1) Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 % or more of the Company's paid-in capital, 10 % or more of total assets, or NT$300 million or more. This shall not apply to the trading of government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (Item 2 is not amended: omitted) (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the Procedures. (4) Where the type of assets acquired or disposed of is equipment for business use, the trading counter- party is not a related party, and the transaction amount meets any of the following criteria: i. For a public company whose paid- in capital less than NT$10 billion, the transaction amount reaches NT$500 million or higher. ii. For a public company whose a paid-in capital is NT$10 billion or more, and the transaction amount reaches NT$1 billion or more. (5) Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale,	up, therefore the announcement can be omitted. As for the foreign government bond is different, hence the amendment is for domestic government bond only. 2. To amend Subparagraph 1-1, 1-4, and 2-3 including the right-of-use assets in accordance with “IFRS 16.” 3. Considering to fact that the regulation announced in Item 1 of Subparagraph 1 has stipulated the transaction between related party while Item 5 regulates the circumstances of non- related transaction counterparty, hence, Item 5 is amended for the Company compliance. 4. The wording in Subparagraph 1-1 and 1- 3 are amended in accordance with the legal process.

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and furthermore the transaction counterparty is not a related party,and the amount the Company expects to invest in the transaction reaches NT$500 million. (6) Where an asset transaction other than any of those referred to in the preceding five items, a disposal of receivables by a financial institution, or an investment in the Mainland China area reaches 20 % or more of paid-in capital or NT$300 million. This shall not apply to the following circumstances: i. Trading ofdomesticgovernment bonds. ii. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. The amount of transactions above shall be calculated as follows: (Item 1~2 are not amended: omitted) (3) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real propertyor right-of-use assets thereof within the same development project within the preceding year. (Item 4 is not amended: omitted) 3. “Within the preceding year”, as used in the preceding Subparagraph, refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Procedures need not be counted toward the transaction amount.	and the amount the Company expects to invest in the transaction reaches NT$500 million. (6) Where an asset transaction other than any of those referred to in the preceding five items, a disposal of receivables by a financial institution, or an investment in the Mainland China area reaches 20 % or more of paid-in capital or NT$300 million. This shall not apply to the following circumstances: i. Trading of government bonds. ii. Trading of bonds, under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises. 2. The amount of transactions above shall be calculated as follows: (Item 1~2 are not amended: omitted) (3) The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. (Item 4 is not amended: omitted) 3. “Within the preceding year”, as used in the preceding paragraph, refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Procedures need not be counted toward the transaction amount.	5. The wording in Subparagraphs are amended.

Amended Articles	Current Articles	Explanation
4. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. (Subparagraph 5 is not amended: omitted) 6. When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for at least five years except where another act provides otherwise. (Subparagraph 7 is not amended: omitted)	4. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. (Subparagraph 5 is not amended: omitted) 6. When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for at least five years, except where another act provides otherwise. (Subparagraph 7 is not amended: omitted)	6. The wording in Subparagraph 4 and Subparagraph 6 are amended. (Only for the Chinese version)
Article 15: Management of Subsidiaries (Subparagraph 1 is not amended: omitted) 2. Where a subsidiary invested in by the Company is not a domestic public company, and when acquisitions and disposals of assets meet the standards for public announcements and reporting, the Company shall also make an announcement and reporting and send a copy. In accordance with the subsidiary’s standards for public announcements and reporting, “the Company’s paid-in capital”, as used therein, shall be based on the Company's paid-in capital.	Article 15: Management of Subsidiaries (Subparagraph 1 is not amended: omitted) 2. Where a subsidiary invested in by the Company is not a domestic public company, and when acquisitions and disposals of assets meet the standards for public announcements and reporting, the Company shall also make an announcement and reporting and send a copy. In accordance with the subsidiary's standards for public announcements and reporting, “20 percent or more ofthe Company’s paid-in capital”, as used therein, shall be based on the Company's paid-in capital.	The public announcements and reporting standard of Subsidiary shall be the same as the parent company. Hence Subparagraph 2 is amended for Subsidiary to apply the standard.

	Amended Articles	Current Articles	Explanation
	Article 16: For the calculation of 10 % of total assets under the Procedures, the total assets stated in the most recent parent company only financial statement or individual financial statement in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. In the case of the Company whose shares have no par value or a par value other than NT$10 per share, for the threshold of transaction amounts of 20 % of paid-in capital under the procedure shall be replaced by 10 % of equity attributable to owners of the parent; for the threshold of transaction amounts of NT$10 billion of paid-in capital under the procedure shall be replaced by NT$20 billion of equity attributable to owners of the parent. (Article 17~19 are not amended: omitted)	Article 16: For the calculation of 10 % of total assets under the Procedures, the total assets stated in the most recent parent company only financial statement or individual financial statement in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. In the case of the Company whose shares have no par value or a par value other than NT$10 per share, for the threshold of transaction amounts of 20 % of paid-in capital under the procedure shall be replaced by 10 % of equity attributable to owners of the parent. (Article 17~19 are not amended: omitted)	The calculation method of paid-in capital of NT$10 billion mentioned in Article 14 is added into the post section of Paragraph 2 to stipulate circumstance that the Company whose shares have no par value or a par value other than NT$10.
	Article 20 The Procedures were established on June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017 The seventh amendment was on May 29, 2019	Article 20 The Procedures were established on June 10, 2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 15, 2012 The fifth amendment was on June 19, 2014 The sixth amendment was on June 8, 2017	Based on the date on which a resolution will be made at the shareholder’s meeting.

Attachment 9: Comparison Table of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” Amendments

104 Corporation

Comparison Table of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” Amendments

	Current Articles Explanation	Current Articles Explanation
Article 2: Basis The Procedures are adopted in accordance with Article 36-1 of the Securities and Exchange Act and the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Company” stipulated by Financial Supervisory Commission (FSC.)	Article 2: Basis The Procedures are adopted in accordance with Article 36-1 of the Securities and Exchange Act and the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Company” stipulated by Financial Supervisory Commission (FSC.) Wording is amended. (Only for the Chinese version)
Article 4: Total Amount of Funds Lending and Limit for Each Recipient (Paragraph 1 is not amended: omitted) Except for the aggregate amount mentioned in preceding 2	Article 4: Total Amount of Funds Lending and Limit for Each Recipient (Paragraph 1 is not amended: omitted) Except for the aggregate amount mentioned in preceding 2paragraphs, 1. Wording is amended. 2. To amend Paragraph 3 stipulating that when company lending arrangement exceed the aggregate amount, the resonsible erson of a
subparagraphs,where an inter- company or inter-firm business transaction calls for such lending arrangement; or where an inter- company or inter-firm short-term financing facility is necessary provided that the amount of such financing facility shall not exceed 20 % of the amount of parent company net worth audited by an independent certified public accountant or stated in its latest financial statement. The responsible person of a company	where an inter-company or inter-firm business transaction calls for such lending arrangement; or where an inter-company or inter-firm short-term financing facility is necessary provided that the amount of such financing facility shall not exceed 20 % of the amount of parent company net worth audited by an independent certified public accountant or stated in its latest financial statement. p p company shall be liable in accordance with Article 15 of “Company Act.”
who has violated the provisions of the
Paragraph 1 and the preceding Paragraph shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for
the damages, if any, to company resulted there-from.
Article 6: When lending funds to others, beside to reach the requirements mentioned in Article 3, the Finance division shall audit a detailed review procedure and make evaluation result, including: (Paragraph 1~4 are not amended: omitted)	Article 6: When lending funds to others, beside to reach the requirements mentioned in Article 3, the Finance division shall audit a detailed review procedure and make evaluation result, including: (Paragraph 1~4 are not amended: omitted)	Wording is amended. (Only for the Chinese version)

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Amended Articles Current Articles Explanation
Where the Company has established Where the Company has established
the position of independent director, the position of independent director,
when Loaning Funds to Others for when Loaning Funds to Others for
discussion by the Board of Directors discussion by the Board of Directors
under the preceding paragraph, the under the preceding paragraph, the
Board of Directors shall take into full Board of Directors shall take into full
consideration each independent consideration each independent
director's opinion; independent director's opinion; independent
directors' opinions specifically directors' opinions specifically
expressing assent or dissent and their expressing assent or dissent and their
reasons for dissent shall be included reasons for dissent shall be included
in the minutes of the Board of in the minutes of the Board of
Directors' meeting. Directors' meeting.
Article 7: Additional Guidelines of Article 7: Additional Guidelines of Wording is amended.
Lending Funds to Others Lending Funds to Others
(Paragraph 1 is not amended: omitted) (Paragraph 1 is not amended: omitted)
2. The Finance Division of the 2. The Finance Division of the
Company shall list out the voucher Company shall list out the voucher
for obtained collaterals or credit for obtained collaterals or credit
guarantee notes and set up a record guarantee notes and set up a record
book for recording the details of the book for recording the details of the
entity to which the lending of funds entity to which the lending of funds
is made, amount, date of approval is made, amount, date of approval
by the Board of Directors, by the Board of Directors,
drawdown date, and matters to be drawdown date, and matters to be
carefully evaluated in accordance carefully evaluated in accordance
with the Article 6 after each lending with the Article 6 after each lending
f funds has been made. f funds has been made.
The Company shall evaluate the The Company shall evaluate the
status of its loans of funds and status of its loans of funds and
reserve sufficient allowance for bad reserve sufficient allowance for bad
debts, and shall adequately disclose debts, and shall adequately disclose
fund lending information in its relevant information in its financial
financial reports and provide reports and provide certified public
certified public accountants with accountants with relevant
relevant information for information for implementation of
implementation of necessary necessary auditing procedures.
auditing procedures.
Article 8: Guidelines of Funds Lent Article 8: Guidelines of Funds Lent In order to enhance company
governance, any of the
(Paragraph 1~3 are not amended: (Paragraph 1~3 are not amended:
material violation of the funds
omitted) omitted)
lending or
endorsement/guarantee
4. If, as a result of a change in 4. If, as a result of a change in
procedures shall promptly be
circumstances, an entity for which circumstances, an entity for which
notified to the independent
an endorsement/guarantee is made an endorsement/guarantee is made
directors in writing; the
does not meet the requirements of does not meet the requirements of
corrective plans for the
Article 3 or the loan balance Article 3 or the loan balance
correcting the violation shall
exceeds the limit, the Company exceeds the limit, the Company also be sent.
shall adopt rectification plans and shall adopt rectification plans and
submit the rectification plans to all submit the rectification plans to all
the supervisors and independent the supervisors, and shall complete
directors, and shall complete the the rectification according to the
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	Amended Articles Current Articles	Amended Articles Current Articles	Explanation
	rectification according to the timeframe set out in the plan. plan.
Article 10: The term “endorsements/guarantees” as used in these Procedure refers to the following: (Subparagraph 1~2 are not amended: omitted) 3. Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above twosubparagraphs. (Paragraph 2 isnot amended: omitted) Article 10: The term “endorsements/guarantees” as used in these Procedure refers to the following: (Subparagraph 1~2 are not amended: omitted) 3. Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above twoparagraphs. (Paragraph 2 isnot amended: omitted)			Wording is amended.
Article 12: Hierarchy of decision- making authority and delegation thereof of endorsements/guarantees (Subparagraph 1~3 are not amended: omitted) 4. Where the Company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the Board of Directors under the preceding 2 subparagraphs,the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors'meeting. Article 12: Hierarchy of decision- making authority and delegation thereof of endorsements/guarantees (Subparagraph 1~3 are not amended: omitted) 4. Where the Company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the Board of Directors under the preceding 2 paragraphs,the board of directors shall take into full consideration each independent director's opinion; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.			Wording is amended.
Article 14: Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Regulations, or the amount of endorsement/guarantee exceeds the limit, the Finance Division shall adopt rectification plans, which the chairman has approved to discharge the amount in excess within a given time limit, and submit the rectification plans to all the supervisorsand independent directors in Board of Directors, and shall complete the rectification according to the timeframe set out in the plan.		Article 14: Where as a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Regulations, or the amount of endorsement/guarantee exceeds the limit, the Finance Division shall adopt rectification plans, which the chairman has approved to discharge the amount in excess within a given time limit, and submit the rectification plans to all the supervisors in Board of Directors, and shall complete the rectification according to the timeframe set out in the plan.	In order to enhance company governance, any of the material violation of the funds lending or endorsement/guarantee procedure shall promptly be notified to the independent directors in writing; the corrective plans for the correcting the violation shall also be sent.

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Amended Articles Current Articles Explanation
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Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation	Amended Articles Current Articles Explanation

Article 16: Procedures for Public Disclosure of Information (Subparagraph 1 is not amended: omitted) 2. The company whose loans of funds reach one of the following levels shall announce and report such event on the FSC's designated website in the appropriate format within two days commencing immediately from the date of occurrence. “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of board of directors resolutions, or other date that can confirm theentities to which the company may loan fundsand monetary amount, whichever date is earlier: (Item 1~3 are not amended: omitted) 3. The company whose amount of endorsement/guarantee reach one of the following levels shall announce and report such event on the FSC's designated website in the appropriate format within two days commencing immediately from the date of occurrence. “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of board of directors resolutions, or other date that can confirm theentity for which the endorsement/guarantee is madeand monetary amount, whichever date is earlier: (Item 1~2 are not amended: omitted) (3) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for,book value of investment in equity method in,and balance of loans to, such enterprise reaches 30 percent or more of public company's net	Article 16: Procedures for Public Disclosure of Information (Subparagraph 1 is not amended: omitted) 2. The company whose loans of funds reach one of the following levels shall announce and report such event on the FSC's designated website in the appropriate format within two days commencing immediately from the date of occurrence. “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of board of directors resolutions, or other date that can confirm thecounterpartyand monetary amountof the transaction,whichever date is earlier: (Item 1~3 are not amended: omitted) 3. The company whose amount of endorsement/guarantee reach one of the following levels shall announce and report such event on the FSC's designated website in the appropriate format within two days commencing immediately from the date of occurrence. “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of board of directors resolutions, or other date that can confirm thecounterparty and monetary amountof the transaction,whichever date is earlier: (Item 1~2 are not amended: omitted) (3) The balance of endorsements/guarantees for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such enterprise reaches 30 percent or more of Company's net worth as stated in its latest financial	1. To amend wording in Subparagraph 2 and Subparagraph 3 concerning the funds lending and endorsement/guarantee are not nature of transaction. 2. To amend Subparagraph 3- 3 pursuant to Article 9-4-1 of “Regulations Governing the Preparation of Financial Reports by Securities Issuers” stipulating the definition of investment of a long-term nature in. 3. Wording is amended.

Amended Articles	Current Articles	Explanation
worth as stated in its latest financial statement. (Item 4 is not amended: omitted) The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Subparagraph 2-3 and Subparagraph 3-4 of the preceding paragraph.	statement, or, after announcement or reporting is made. (Item 4 is not amended: omitted) The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to Paragraph 2-3 and Paragraph 3-4 of the preceding paragraph.
Article 18: The internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisorsand independent directors in writing of any material violation found.	Article 18: The internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors in writing of any material violation found.	In order to enhance company governance, any of the material violation of the funds lending or endorsement/guarantee procedures shall promptly be notified to the independent directors in writing; the corrective plans for the correcting the violation shall also be sent.
Article 21: The Company shall formulate its Operational Procedures for Endorsements/Guarantees in compliance with these Regulations, and, after passage by the Board of Directors, submit the same to each supervisor and for approval by the shareholders’ meeting. Where there any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinions to each supervisor and for discussion by the shareholders’ meeting. The same shall apply to any amendments to the Procedures. Where the Company has established the position of independent director, when it submits the Operational Procedures for Endorsements/Guarantees for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into	Article 21: The Company shall formulate its Operational Procedures for Endorsements/Guarantees in compliance with these Regulations, and, after passage by the Board of Directors, submit the same to each supervisor and for approval by the shareholders’ meeting. Where there any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinions to each supervisor and for discussion by the shareholders’ meeting. The same shall apply to any amendments to the Procedures.	Wording is amended in accordance with Article 14-3 of Securities and Exchange Act.
full consideration each independent director's opinions; the independent directors'opinions specifically expressing assent or dissent and the reasons for dissent shall be included

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Amended Articles Current Articles Explanation
in the minutes of the Board of
Directors' meeting.
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Amended Articles in the minutes of the Board of Directors'meeting.	Current Articles	Explanation

Article 22: The Procedure was established on June 10,2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 11, 2008 The fifth amendment was on June 10, 2009 The sixth amendment was on June 17, 2010 The seventh amendment was on June 9, 2011 The eighth amendment was on June 15, 2012 The ninth amendment was on June 28, 2013 The tenth amendment was on May 29,	Article 22: The Procedure was established on June 10,2003 The first amendment was on June 9, 2004 The second amendment was on June 12, 2006 The third amendment was on June 21, 2007 The fourth amendment was on June 11, 2008 The fifth amendment was on June 10, 2009 The sixth amendment was on June 17, 2010 The seventh amendment was on June 9, 2011 The eighth amendment was on June 15, 2012 The ninth amendment was on June 28, 2013	Based on the date on which a resolution will be made at the shareholder’s meeting.
2019

AI assistant

104 — AGM Information 2019

52296_rns_2019-06-12_a8101c22-deda-48bf-b70c-2464c4cb32d0.pdf

104 Corporation

2019 Annual Shareholders’ Meeting Minutes (Translation)

I . Call Meeting to Order ：

I I . Chairman’s Address （ omitted ）

I I I . Matters for Report

1. 2018 Business Report. (see attachment 1)

2. Supervisor’s Review Report on the 2018 Financial Statement. (see attachment 2)

I V . Matters for Ratification

2. Adoption of the Proposal for Distribution of 2018 Earnings. (Proposed by the Board of Directors)

V. Matters for Discussion

1. Amendment to the Company’s “Articles of Incorporation”. (Proposed by the

Board of Directors)

Explanatory Notes ：

2. Amendment to the Company’s “Rules and Procedures of Shareholders’

Meetings”. (Proposed by the Board of Directors)

Explanatory Notes：

3. Amendment to the Company’s “Directors and Supervisors Election Guidelines”.

(Proposed by the Board of Directors)

Explanatory Notes ：

4. Amendment to the Company’s “Procedure for Acquisition and Disposal of

Assets”. (Proposed by the Board of Directors)

Explanatory Notes ：

5. Amendment to the Company’s “Procedure for Loaning of Funds and Making of Endorsements/Guarantees”. (Proposed by the Board of Directors)

Explanatory Notes ：

V I . Extemporary Motions

104 Corporation Business Report

I. 2018 Business Report

1. Achievements of the implementation of the operational plan

(1) Career Mission

(2) Elderly Mission

(3) Children Mission

2. Financial Performance

3. Research and Development Results

II. The Company’s Development Strategies and Future Prospects

1. The Company’s Development Strategies

2. Future Prospects

104 Corporation Supervisor’s Review Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Note to Readers

Balance Sheets

December 31, 2018 and 2017

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2018 and 2017

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Cash Flows

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Note to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2018 and 2017

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the years ended December 31, 2018 and 2017

Equity attributable to owners of parent

104 AGM Information 2019

I . Call Meeting to Order `：`

I I . Chairman’s Address `（` omitted `）`

Explanatory Notes `：`

Explanatory Notes `：`

Explanatory Notes `：`

Explanatory Notes `：`