	Meeting Procedure	1
	Meeting Agenda	3
I.	Matters for Report	5
	1. 2019 Business Report	5
	2. Supervisor's Review Report on the 2019 Financial Statements.	5
	3. The Report of the 2019 Employees, Directors and Supervisors' Compensation.	5
	4. Execution of Issuance of 2016 Restricted Employee Shares.	5
II.	Matters for Ratification	5
	1. Adoption of the 2019 Business Report and Financial Statements.	5
	2. Adoption of the Proposal for Distribution of 2019 Earnings.	5
	III.Matters for Discussion	6
	1. Amendment to the Company's "Articles of Incorporation"	6
IV.	Extemporary Motions	6
V.	Adjournment	6
	Attachment	7
1.	2019 Business Report	8
2.	Supervisor's Review Report	15
3.	Independent Auditors' Report and Financial Statements	16
4.	Earnings Distribution Proposal	32
5.	Comparison Table of the "Articles of Incorporation" Amendments	33
Appendix		36
1.	Rules and Procedures of Shareholders' Meetings	37
2.	Articles of Incorporation (Before Amendments)	40
3.	Shareholdings of Directors and Supervisors	46

Meeting Procedure

104 Corporation

2020 Annual Shareholders' Meeting Procedure

I. Call Meeting to Order
II. Chairman's Address
III. Matters for Report
IV. Matters for Ratification
V. Matters for Discussion
VI. Extemporary Motions
VII. Adjournment

Meeting Agenda

104 Corporation 2020 Annual Shareholders' Meeting Agenda

Time:9:00 a.m., May 28, 2020

Place:104 Corporation Headquarters

(3F, No.119 BaoZhong Rd., Xindian Dist., New Taipei City, Taiwan, (R.O.C.))

I. Call Meeting to Order
II. Chairman's Address

III. Matters for Report

1. 2019 Business Report.
1. Supervisor's Review Report on the 2019 Financial Statements.
1. The Report of the 2019 Employees, Directors and Supervisors' Compensation.
1. Execution of Issuance of 2016 Restricted Employee Shares.

IV. Matters for Ratification

1. Adoption of the 2019 Business Report and Financial Statements.
1. Adoption of the Proposal for Distribution of 2019 Earnings.
V. Matters for Discussion
1. Amendment to the Company's "Articles of Incorporation".
VI. Extemporary Motions
VII. Adjournment

I. Matters for Report

1. 2019 Business Report.

Explanatory Notes: For the Company's 2019 Business Report, please refer to attachment 1 on Pages 8 to 14.

2. Supervisor's Review Report on the 2019 Financial Statements.

Explanatory Notes: For the Supervisor's Review Report, please refer to attachment 2 on Page 15.

3. The Report of the 2019 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 2019 is NT\$368,143,688. Based on the resolution of the Board of Directors, cash will be distributed to the employees, directors and supervisors' compensation are NT\$30,371,854 and NT\$7,362,874, respectively. There is no difference between the above resolution and those recognized in the financial statements.

4. Execution of Issuance of 2016 Restricted Employee Shares.

Explanatory Notes:

(1) A resolution was passed during the shareholders' meeting held on June 7, 2016, for the issuance of 273,000 restricted employee shares. The restricted shares were registered with and approved by the Financial Supervisory Commission No.1050029426 on August 1, 2016 and issued in installments.
(2) The total of 125,000 shares were issued and the issue price was free. The execution of issuance is as follow:

	Issued Shares	Unvested Shares (include Resigned Shares)	Vested Shares
Batch 1	125,000	49,500	75,500
Total	125,000	49,500	75,500

The unvested shares listed above have expired before the vesting date and been cancelled. The other 148,000 unissued shares are ineffective because the issue period has expired.

II. Matters for Ratification

1. Adoption of the 2019 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanatory Notes:

(1) The Company's 2019 financial statements have been approved by the Board of Directors and audited by KPMG.
(2) Please refer to attachment 1 on Pages 8 to 14 and attachment 3 on Pages 16 to 31.

Resolution:

2. Adoption of the Proposal for Distribution of 2019 Earnings. (Proposed by the Board of Directors)

Explanatory Notes:

(1) The Company's net income after tax in 2019 is NT\$286,000,709. For the Earnings Distribution Proposal, please refer to attachment 4 on Page 32.
(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 2019 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\$8.62 per share, totaling NT\$286,103,834. 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:

III. Matters for Discussion

1. Amendment to the Company's "Articles of Incorporation". (Proposed by the Board of Directors)

Explanatory Notes:

(1) In accordance with the No.10703452331 "Expand the scope of the establishing of audit committee" issued by the Financial Supervisory Commission on December 19, 2018. The Company shall have established audit committee after the terms of the Company's current directors and supervisors due in 2021.
(2) The proposal is to amend partial provisions of the Company's "Articles of Incorporation" pursuant to Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors and shall not be fewer than three persons in number. For the comparison table of the amendments, please refer to attachment 5 on Page 33 to 35.

Resolution:

IV. Extemporary Motions

V. Adjournment

Attachment

104 Corporation Business Report

I. 2019 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". In 2019, 104 focused on developing the following service models:

(1) Career Mission

1. Job/Talent Searching Services: 104 corporation continues to expand the platform's scale in meeting the growing demand and supply in the job market. 104 strives to improve the efficiency of matchmaking through the technology of intelligent sorting and referral. In 2019, the job seekers increased in the market at an annual rate of 11.4% and the companies that seek talents has been increasing at an annual rate of 5.6%. The total number of successful matchmaking (as per the Department of Labor) crossed more than 1.1 million in the previous four quarters with an annual growth rate of 11.1%. In 2019, we continued to improve the usability on crossplatform products such as mobile applications (Apps) and their mobile and PC versions of the webpages. The mobile apps were optimized, revised, and their algorithms were upgraded to enhance their ratings on the Google Play store and the App Store. Accelerated Mobile Pages (AMP) technology was implemented in the mobile version of the webpage, which drastically improves the user experience of browsing through jobs on mobile phones. Our job search and talent search page set a precedent in the industry by providing not just professional, but also personality suitability information to further the goal of accurate matchmaking for both the job seekers and for the companies that are searching for the right talents to enable a long-lasting partnership. The pioneering free online resume clinic is a service that empowers the job seekers by assisting them in improving their resumes and self-confidence and thereby increasing their chance of being selected for interviews. This free service enhances their chance of finding jobs that they seek. The revision of our company website and the My104 homepage has significantly improved the user satisfaction.
1. Educational Services for Career Development: In 2019, Nabi educational services for career development were launched. These services include assistance with career navigation, skill testing, focused learning, career clinics, etc. in combination with improved algorithms, cloud computing, real-time analysis, accurate recommendations and other technologies. We created a "smart", "personalized" and "real-time" learning and career development platform. We use the big data at 104 to guide the new job seekers in their careers, to conduct personalized competitiveness analysis based on the needs of the recruiters and skills required for the jobs and to provide learning resources that improve workplace competitiveness, while helping companies in nurturing the right talents.
1. Freelance Service: In response to the growing needs and changes in the online freelance market place, a new product called "104 TOP" platform was launched in 2019. To solve the problems of entry barriers for freelancers and the authenticity of online listings, more tools are provided to help users successfully receive cases, which fosters the relationship between both parties. The initial products offered are tools with which the users could improve their own brand image and demonstrate the value of their services. This along with the systematic rating system provides a more complete information for reference for both parties.
1. Human Resource Management Platform: 104 Corporation aspires to provide the service to companies for "not only finding talents, but also in managing them". Thus, the HR Portal, a cloud human resource management platform for small and medium businesses, has been provided. It enables small and medium businesses to easily manage their personnel, improves profession, collaboration and communication among employees and enables the supervisors to manage and make decisions in a mobile manner, effectively improving work efficiency. In 2019, we continued to optimize our products and services, which have been adopted by thousands of small and medium businesses.
1. Executive Recruiting Service: The 104 recruitment team continues to assist companies in recruiting the mid to senior level managers and key talents. In 2019, the R&D professionals were popular for their contributions to the transformation of companies and their presence in 104 database fueled our growth in the recent years. The recruitment talent base in Hsinchu, which was established in 2018, has demonstrated its effectiveness for meeting the requirements of the manufacturers and provided services to nearby companies. Currently, the 104 executive recruitment service has service bases in Taipei, Hsinchu, Taichung and Shanghai. At the same time, we are also actively expanding our recruitment services by building the online platform (job bank) and expanding the offline presence (recruitment service bases) to provide complete and integrated solutions to the market.

(2) Elderly Mission

Coach Caregiver Service for the elderly: We provide self-supporting care services directly to the elderly's homes through the Coach Caregiver service. The Coach Caregiver service takes into consideration various factors, such as the elderly's physical condition, daily routine, environment, etc. After the service, the Coach Caregiver would combine the advice from plan counselor and professional medical team (physicians, nurses, occupational therapists, physical therapists and nutritionists) to develop a self-supporting care plan. In addition to providing direct support for the elderly, the Coach Caregiver also provides guidance to the caregivers on proper elderly care. If the situation progressed well, it would be used as a care plan's reference for adjustment. After a service period of three months, a comprehensive service results report will be provided for caregiver and the elderly to understand the progress and to be used as a reference for subsequent care.

With the view of promoting self-supporting care concepts and benefiting more elders and caregivers, a special "virtual Coach Caregiver service" has been developed besides the physical Coach Caregiver service. Through an online, real-time feedback system, a family caregiver or a in-home caregiver can evaluate the health status of the elderly (mobility, ability to eat, excretion, and overall health) through a questionnaire analyzed by experts to evaluate the possibility of selfreliance in future lives. A personalized care plan suitable for caregivers in which the elderly can implement self-reliance measures accompanied by their caregivers is made for their daily routines. An online instant consultation service is also provided so that the family caregiver could ask about in-home self-supporting care, and thus improving the elderly's ability to become selfsupporting.

Exclusive Platform for Seniors: "104 Senior", a platform that allows retirees to make the most of their skills and experience has been launched and has received tremendous appreciation in the market. In combination with the optimized matchmaking algorithms, search functions and the increased referrals of 104 Job Bank, in 2019, the number of service and traffic has increased by 2 to 4 times in the areas like guided tours, cooking, miscellaneous skills, consultation and other forms of service. About 240 retirees have already provided more than 2,000 senior services to more than 14,000 users with demand that are willing to pay for their services. We also begun to evaluate and plan the senior employment of the platform. Currently, it is still in the stage of educating the market and verifying the service. The first wave of senior service providers has been launched. It has begun to negotiate and assist enterprises with willingness and seniors who want to return to the workplace to contribute value.

(3) Children Mission

Star Platform and World of Work: The mission of the social enterprise department is "accompanying children to explore their talents and to find their directions". In terms of "exploring their talents", we have developed the Star platform based on eight intelligences and career interests of children. Children can explore their talents through talent time machine and games and discover their talents for career fields that are suitable for development. In 2019, 20 institutions were invited to host 20 games, 10 courses and 8 events on the Star platform. A total of 18,497 children along with 13,641 works and their career explorations were uploaded into the Star platform. 594 virtual exhibition halls were established and 49 talent stories were shared on the platform. Through the talent analysis mechanism, children can see their talents from their own learnings, competition, records, achievements, works and events of career experiencing for children.

In terms of the assisting them with "finding their directions", we have developed the "104 World of Work". Through vast amounts of data collected from all walks of life, 27,005 middle school students were able to explore careers and subject areas suitable for their talents. In addition, through the "Be a Giver" event, we called on more than 1,462 career volunteers to help answer 1,448 career questions from children through online Q&A sessions. In 2019, 255 volunteers entered 173 middle and high schools to share career opportunities and stories with more than 10,000 students in about 500 classes. Furthermore, a series of activities to simulate career experiences have been designed by career volunteers to assist the students from Chengjheng High School, a juvenile correction school affiliated to Ministry of Justice, and middle, general and vocational high school students from Boyo social welfare foundation to discover all kinds of careers.

2. Financial Performance

The consolidated revenue for 2019 was NT\$1,636,383 thousand, up 4% from the consolidated revenue of NT\$1,577,612 thousand for 2018. The consolidated net income for 2019 was NT\$321,643 million, remaining steady compared to the same period in 2018. The consolidated net income for 2019 was NT\$287,266 thousand, up 2% from the consolidated net income of NT\$282,083 thousand for 2018. The increases of net income were mainly due to the business income tax benefit of NT\$18 million recognized from tax credit.

		Unit: NT\$1,000
Consolidated Income Statement	2019	2018
Operating revenue	1,636,383	1,577,612
Operating income	321,643	323,109
Net income before tax	335,934	352,055
Income tax expense	48,668	69,972
Net income	287,266	282,083
Return on assets (%)	11	12
Return on shareholders' equity (%)	19	19
Pre-tax income to paid-in capital (%)	101	106
Net margin (%)	18	18
Basic EPS (after Tax) (NT\$)	8.62	8.51

3. Research and Development Results

The successful technologies or products developed in 2019 include:

(1) Job/talent searching service:

1.Commute map for job searching: Create a map for job searching filtered by the transportation and commute time (the application of isochronous rings). This enables job seekers to immediately find out whether the potential workplace is within the range of acceptable commute time without having to switch to the navigation frequently to calculate commute time. This tool is different from other map-based job searching tools, which use the workplace as the center of positioning, and use straight-line distance as the circle of the radius to set the area for job searching. However, measuring distance using the straight-line method does not always necessarily give the shortest commute time.
2.Company reviews: Through advice given by the current and former employees, it not only encourages the hiring companies to create a more friendly work environment, but also enables job seekers to obtain a comprehensive and objective information about the hiring companies. It features voting responses, review mechanism, company verification, etc.
1. The application of big data from workplace for recommendation of job matching: The matching tools has been using big data from workplace, such as job vacancies, resume characteristics and users' behavior to dynamically adjust resumes and vacancies exposures. It has been applied on various job matchmaking tools to allocate opportunities for job seekers and hiring companies. Even with limited interaction, it has achieved the optimization of matchmaking efficiency.
4.Search intent and its management system: The search engine suggests the most relevant services and contents based on the interaction between users and the system. This includes user-related behaviors, such as keywords, scenarios and frequencies. This function has been applied to various structured data for the purpose of suggesting the most appropriate search results, thereby improving the interaction experiences between users and the system.
5.Using machine learning algorithms to extract the hidden information entered by users: Continuing the machine learning technology developed in 2018, the data involved in resumes and job vacancies from 104 Job Bank has been analyzed to extract the hidden information from the input data. This type of information is gathered from all users' input data, and can reflect different aspects of users' knowledge based on different extraction methods.
(2) Educational services for career development:
1.Career navigation: We provide users with suggestions for the mid-term and long-term career development, and solutions to the questions related to the future career development. It includes the following features:
- (1) Job analysis: It analyzes the overall competitiveness of users, including skills pertaining to on-the-job positions and users' overall suitability for the job.
- (2) Skill analysis and key personality traits: It compares individuals' skills and characteristics with the hiring companies' requirements, and performs the suitability analysis.
- (3) Skill value analysis: It analyzes the salary trends and job opportunities of the position in the company and the specific skills possessed.
2.Skill assessment: It assists in judging an individual's mastery of relevant skills in a particular position.
3.Focused learning: It will recommend suitable learning materials that match users' level based on the results of their skill assessment and personality traits.
4.Career clinic: It works as a discussion platform for job seekers to ask the experienced experts about career-related questions.
(3)104 TOP Platform: This platform includes several functions, such as resume posting function, service posting and inquiry system, case posting and management function, IM online instant messaging function and post-cooperation review function.
(4) HR Portal Assessment Center: We have completed the research and development of automatic generation module for company norm and the DIY module for norm. In the future, company HR can use 104 to actively assist the establishment of the norm or build the norm themselves with the help of the system to precisely compare suitability of candidates. With the launch of these two modules, it will greatly reduce the threshold for company HR to establish norms, and thus popularize 104 assessments.
(5) Business Model of Intelligent Executive Recruiting Service: In 2019, in order to provide a more comprehensive solution to companies and mid to senior level talents, an9 business model of intelligent executive recruiting service was developed and built. The fundamental meaning and structure were based on the traditional executive recruitment principles to develop a service mechanism with online AI algorithm. This service model serves to also attract independent consultants with recruiting experience to produce an advantage for all the three parties (professional consultants, 104 talent pool and company recruitment team). This service delivers a new recruitment strategy to customers with 10% service fee lower than the executive recruitment market. Through this business model, it can develop and test the market. At the same time, it can calculate the demand of job bank's customers for talents and the suitability between passive job seekers and vacancies from companies. And it successfully builds business model platform and operating system for consultants and case management.
(6) Coach Caregiver Service: Senior Business Development Department has completed many product developments in 2019, including the service template library – a dictionary of stroke and dementia care capabilities, Coach Caregiver training courses, comprehensive revision and optimization of the Coach Caregiver service website, market demand evaluation tests, Coach Caregiver service case studies (updated monthly), customer appointment management system, self-supporting care caregiver training courses, virtual Coach Caregiver service and online consultation, service process and form finalization.
(7) Exclusive platform for seniors: We provide continuous development opportunities for seniors and assist them in finding the right opportunities, such as career navigation, course matching and job search. We have also introduced a dedicated LINE group for seniors "@104 segment marketing operation" to provide users with demand to find more accurate information and services needed. We introduced job opportunity channels for the seniors, selected job opportunities that are opening to middle-aged and senior individuals in the 104 Job Bank and increased opportunities for seniors to find employment through 104 Job Bank referrals.
(8) Star Platform and 104 World of Work: The Star platform accompanies and guides the children in "exploring their talents". Star Platform developed the following: (1) Talent time machine: allow children to explore their talents through games and discover their talents for career fields that are suitable for development. (2) Talent report: children can see their talents from their own competition, records, achievements, works, etc. (3) Voting mechanism: An opportunity to invite friends and people of all age groups to vote for children's works by means of likes. Thus the competition agencies can invite the society to participate in the talent discovery and demonstration activities of the children. In terms of "Finding the direction", the 104 World of Work has developed career exploration zones for all students of elementary schools, middle schools, high schools and vocational high schools in Taiwan, which provide each school with its dedicated self exploration tools, career exploration tools, career volunteers from senior students and career Q&A mechanism.

II.The Company's Development Strategies and Future Prospects

1. The Company's Development Strategies

In terms of Job Bank, the company has been continuously expanding the scale of supply and demand for job/talent searching platform to improve the efficiency of matchmaking through the technology of intelligent sorting and referral. Moreover, the company has been continuously optimizing the usability of the platform, which is used either as a mobile App or a webpage on mobiles or PCs to increase our product/service differentiation. To satisfy both job seekers and the expectation of the hiring companies, the company has been continuously promoting professional and personality suitability testing services for individuals and job vacancies and improve the conditional matchmaking from "help to find" to the level of suitable matchmaking that can be "held for a long time". A webpage with more flexible internal functions and resume formatting tools enables the job seekers to demonstrate their attributes and makes it easier for the hiring companies to find the right talents. The company has been developing and promoting the career navigation service to assist both experienced workers and fresh graduates to realize their challenges. They also can be guided to continue learning and to increase their career competitiveness through the career aptitude tests and learning resources provided by our company. We have also constructed the brandnew 104 TOP platform, covering 104 Outsourcing and 104 Tutor for the freelance needs to provide better quality of service and user experiences.

Apart from continuously optimizing the HR management and the module of assessment center, HR Portal hopes to assist companies in managing the diagnosis and human resource inventory with the strategic management report, such as employer brands, human resources key performance indicators and job satisfaction surveys. With such measures, we hope to optimize the structure of small and medium businesses by improving their management and competitiveness.

104 Executive Recruiting Service continues to recruit the mid to senior level managers and key talents for companies. In addition to the current operating system re-designed in December, 2019, 104 Executive Recruiting Service plans to optimize the operating system in 2020, and to connect to the system of customer relationship management (CRM) of the company. This will help the integration of customer information and talent pool. In the second quarter of 2020, 104 Executive Recruiting Service will combine the advantages of an9 system to improve the efficiency and performance of consultants in case execution. Moreover, small and medium business have accounted for more than 50% of the revenue of 104 Executive Recruiting Service. This indicates that a large portion of small and medium businesses have been actively recruiting talents by implementing our excellent recruitment strategies. To create greater operational performance, 104 Executive Recruiting Service will expand our business in time to provide our service to more clients and mid to senior level talents.

In 2020, Senior Business Development Department will focus on two major aspects: we have been promoting and evaluating the various market demands of the Coach Caregiver Service in order to increase the customer retention to our Expert Help Center and to promote our band image. To further the scope of service: we will introduce more care organizations to post the job vacancies on 104 to attract more caregivers to submit their applications for jobs. Also, we will launch the industry's first certification mechanism for self-supporting care. This will encourage service providers (care organizations and caregivers) to improve their quality and hence to develop better service standards in the industry.

Starting from 2020, 104 Job Bank will provide a comprehensive career consultation service for the undergraduates through our Social Enterprise Department. In collaboration with schools, companies, the Ministry of Education and the Ministry of Labor, 104 Job Bank will apply its rich experience in job/talent searching to customize the career goals for students during their studies. This includes unlocking their potential talent through self-exploration and from our World of Work, gaining skills and abilities through physical and online courses from 104 seminar, as well as accumulating the work experience and further developing their own competitiveness during the period of internship. We sincerely hope every fresh graduate in Taiwan can develop to their full potential in their respective careers, and eventually carry out the social responsibilities for nurturing the next generation.

2. Future Prospects

All 104 teams will work together to achieve sustainable business as our mission, fulfill our social responsibilities, continue to optimize breadth services and meet customers' deep needs, thereby increasing market share, expanding our influence and becoming the leading brand of human resources in the Chinese region. We hope to create a working environment conducive to long-term development for employees to create the greatest value for customers, shareholders 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 2019 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.

2020 annual shareholders' meeting of 104 Corporation

Supervisor: Askforce Corporation

Representative: Mei-Fang Hsu

Supervisor: Zan-Syong Cai

February 26, 2020

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, 2019 and 2018, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2019 and 2018, 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, 2019 and 2018, 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(15) 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, 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:

1. 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.
1. 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.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. 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.
1. 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.
1. 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) February 26, 2020

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.

Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

	December 31, 2019		December 31, 2018			December 31, 2019		December 31, 2018
Assets	Amount	%	Amount	%	Liabilities and Equity	Amount	%	Amount	%
Current assets:					Current liabilities:
Cash and cash equivalents (note 6(1))	\$ 2,057,625	80	1,961,227	81	Current contract liabilities (note 6(15))	\$ 510,893	20	442,143	18
Notes receivable, net (notes 6(3) and (15))	439	-	565	-	Notes payable	121	-	395	-
Accounts receivable, net (notes 6(3), (15) and 7)	46,196	2	47,524	2	Accounts payable	2,316	-	6,018	-
Other receivables (note 7)	11,763	-	22,194	1	Other payables (notes 6(16) and 7)	384,333	15	365,414	15
Other current financial assets (note 8)	150	-	150	-	Current tax liabilities	46,072	2	61,862	3
Other current assets, others	15,185	1	14,519	1	Current lease liabilities (note 6(8))	29,255	1	-	-
Total current assets	2,131,358	83	2,046,179	85	Other current liabilities, others	50,920	2	48,787	2
Non-current assets:					Total current liabilities	1,023,910	40	924,619	38
Non-current financial assets at fair value through profit or loss (note 6(2))	4,797	-	4,914	-	Non-current liabilities:
Investments accounted for using equity method (note 6(4))	98,418	4	101,845	5	Non-current lease liabilities (note 6(8))	47,004	2	-	-
Property, plant and equipment (note 6(5))	230,353	9	243,763	10	Net defined benefit liability, non-current (note 6(10))	9,180	-	5,666	-
Right-of-use assets (note 6(6))	75,636	3	-	-	Total non-current liabilities	56,184	2	5,666	-
Intangible assets (note 6(7))	2,710	-	3,514	-	Total liabilities	1,080,094	42	930,285	38
Deferred tax assets (note 6(11))	7,028	-	5,673	-	Equity attributable to owners of parent (notes 6(10), (11), (12) and (13))
Prepayments for business facilities	468	-	1,594	-	Common stock	331,907	13	331,917	14
Guarantee deposits paid	6,524	-	5,998	-	Capital surplus	397,574	15	397,859	16
Other non-current financial assets (note 8)	10,000	1	10,000	-	Retained earnings:
Other non-current assets, others (note 6(3))	3,500	-	-	-	Legal reserve	378,199	15	378,199	16
Total non-current assets	439,434	17	377,301	15	Special reserve	4,051	-	2,941	-
					Unappropriated earnings	385,088	15	386,934	16
					Total retained earnings	767,338	30	768,074	32
					Other equity:
					Exchange differences on translation of foreign financial statements	( 6,121)	-	( 4,051)	-
					Others	-	-	(604)	-
					Total other equity	( 6,121)	-	( 4,655)	-
					Total equity	1,490,698	58	1,493,195	62
Total assets	\$ 2,570,792	100	2,423,480	100	Total liabilities and equity	\$ 2,570,792	100	2,423,480	100

See accompanying notes to financial statements.

Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

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

Amount Operating revenue (note 6(15)) \$1,604,221 Operating costs (notes 6(5), (6), (7), (8), (9), (10), (12), (13), (16) and 7) Gross profit 1,440,215 Operating expenses (notes 6(3), (5), (6), (7), (8), (9), (10), (12), (13), (16) and 7): Selling expenses Administrative expenses Research and development expenses Total operating expenses 1,156,533 Operating income Non-operating income and expenses (notes 6(17), (18), (19), 7 and 12): Other income	2019		2018
		%	Amount	%
		100	1,552,514	100
	164,006	10	158,319	10
		90	1,394,195	90

	646,359	40	612,922	39
	161,739	10	168,845	11
	348,435	22	322,846	21
		72	1,104,613	71
	283,682	18	289,582	19

	46,026	3	32,555	2
Other gains and losses	( 19,346)	( 1)	63	-
Finance costs	( 1,539)	-	-	-
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity
method	21,586	1	23,074	1
Total non-operating income and expenses	46,727	3	55,692	3
Income before income tax	330,409	21	345,274	22
Less: income tax expenses (note 6(11))	44,408	3	63,067	4
Net income	286,001	18	282,207	18
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss
Remeasurements from defined benefit plans (note 6(10))	( 5,068)	( 1)	245	-
Less: income tax related to items that will not be reclassified subsequently to profit or loss (note
6(11))	( 1,014)	-	( 34)	-
Total items that will not be reclassified subsequently to profit or loss	( 4,054)	( 1)	279	-
Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign financial statements
Less: income tax related to items that are or may be reclassified subsequently to profit or loss	( 2,070) -	- -	( 1,110) -	- -
Total items that may be reclassified subsequently to profit or loss	( 2,070)	-	( 1,110)	-
Other comprehensive loss	( 6,124)	( 1)	( 831)	-
Total comprehensive income \$	279,877	17	281,376	18
Basic earnings per share (note 6(14))
Basic earnings per share \$		8.62		8.51
Diluted earnings per share \$		8.56		8.44

Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Other equity interest

					Retained earnings		Exchange differences on translation of
		Capital	Legal	Special	Unappropriated		foreign financial			Total
	Common stock	surplus	reserve	reserve	earnings	Total	statements	Others	Total	equity
Balance at January 1, 2018	\$ 332,072	399,549	378,199	-	422,717	800,916	( 2,941)	( 3,380)	( 6,321)	1,526,216
Effects of retrospective application	-	-	-	-	3,116	3,116	-	-	-	3,116
Balance on January 1, 2018 after adjustments	332,072	399,549	378,199	-	425,833	804,032	( 2,941)	( 3,380)	( 6,321)	1,529,332
Appropriations and distributions
Legal reserve	-	-	-	2,941	( 2,941)	-	-	-	-	-
Cash dividends	-	-	-	-	( 318,650)	( 318,650)	-	-	-	( 318,650)
Net income for the year	-	-	-	-	282,207	282,207	-	-	-	282,207
Other comprehensive income (loss) for the
year	-	-	-	-	279	279	( 1,110)	-	( 1,110)	( 831)
Total comprehensive income (loss) for the
year	-	-	-	-	282,486	282,486	( 1,110)	-	( 1,110)	281,376
Adjustments for restricted employee shares	-	( 1,845)	-	-	206	206	-	634	634	( 1,005)
Cancellation of restricted employee shares	( 155)	155	-	-	-	-	-	-	-	-
Compensation cost of restricted employee
shares	-	-	-	-	-	-	-	2,142	2,142	2,142
Balance at December 31, 2018	331,917	397,859	378,199	2,941	386,934	768,074	( 4,051)	( 604)	( 4,655)	1,493,195
Appropriations and distributions
Special reserve	-	-	-	1,110	( 1,110)	-	-	-	-	-
Cash dividends	-	-	-	-	( 282,461)	( 282,461)	-	-	-	( 282,461)
Net income for the year	-	-	-	-	286,001	282,207	-	-	-	286,001
Other comprehensive income (loss) for the
year	-	-	-	-	( 4,054)	( 4,054)	( 2,070)	-	( 2,070)	( 6,124)
Total comprehensive income (loss) for the
year	-	-	-	-	281,947	281,947	( 2,070)	-	( 2,070)	279,877
Adjustments for restricted employee shares	-	( 295)	-	-	( 222)	( 222)	-	295	295	( 222)
Cancellation of restricted employee shares	( 10)	10	-	-	-	-	-	-	-	-
Compensation cost of restricted employee
shares	-	-	-	-	-	-	-	309	309	309
Balance at December 31, 2019	\$ 331,907	397,574	378,199	4,051	385,088	767,338	( 6,121)	-	( 6,121)	1,490,698

Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

	2019		2018
Cash flows from (used in) operating activities:
Income before tax	\$	330,409	345,274
Adjustments:
Adjustments to reconcile profit:
Depreciation expense		77,692	39,489
Amortization expense		2,068	4,434
Expected credit loss		1,069	558
Interest expense		1,539	-
Interest income		( 12,621)	( 11,912)
Compensation cost of restricted employee shares		309	2,142
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method		( 21,586)	( 23,074)
Loss (gain) on disposal of property, plant and equipment		-	92
Loss on disposal of investments		728	-
Unrealized foreign exchange loss		117	-
Adjustments for restricted employee shares		( 222)	( 1,005)
Loss from lease modifications		86	-
Total adjustments to reconcile profit		49,179	10,724
Changes in operating assets and liabilities:
Net changes in operating assets:
Notes receivable		126	631
Accounts receivable		259	( 11,868)
Other receivable		( 1,638)	( 113)
Other financial assets		-	( 150)
Other current assets		( 666)	( 1,058)
Total net changes in operating assets		( 1,919)	( 12,558)
Net changes in operating liabilities:
Contract liabilities		68,750	59,651
Notes payable		( 274)	393
Accounts payable		( 3,702)	( 902)
Other payables		52,442	14,845
Other current liabilities		2,133	6,237
Net defined benefit liabilities		( 1,554)	( 1,302)
Total net changes in operating liabilities		117,795	78,922
Total net changes in operating assets and liabilities Total adjustments		115,876 165,055	66,364 77,088
Cash inflow generated from operations		495,464	422,362
Interest received		12,590	11,879
Dividends received		22,943	25,717
Interest paid		( 1,539)	-
Income taxes paid		( 60,539)	( 43,845)
Net cash flows from operating activities		468,919	416,113
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss		-	( 4,914)

Increase in refundable deposits ( 526) Decrease in other receivables 11,372 Acquisition of intangible assets ( 1,264) Increase in other non-current assets ( 3,500) Increase in prepayments for business facilities ( 468) Net cash flows used in investing activities ( 55,692) Cash flows used in financing activities: Payment of lease liabilities ( 34,368) Cash dividends paid ( 282,461) Net cash flows used in financing activities ( 316,829) Net increase in cash and cash equivalents 96,398 Cash and cash equivalents at beginning of year 1,961,227 Cash and cash equivalents at end of year \$ 2,057,625	Acquisition of property, plant and equipment	( 61,306)	( 42,910)
			( 500)
			-
			( 4,039)
			-
			( 1,594)
			( 53,957)

			-
			( 318,650)
			( 318,650)
			43,506
			1,917,721
			1,961,227

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, 2019 and 2018, 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, 2019 and 2018, 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(15) 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, 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, 2019 and 2018 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.

1. 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.
1. 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.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. 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.
1. 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.
1. 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) February 26, 2020

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, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

	December 31, 2019		December 31, 2018			December 31, 2019		December 31, 2018
Assets	Amount	%	Amount	%	Liabilities and Equity	Amount	%	Amount	%
Current assets:					Current liabilities:
Cash and cash equivalents (note 6(1))	\$ 2,168,656	84	2,072,669	85	Current contract liabilities (note 6(15))	\$ 518,483	20	446,687	18
Notes receivable, net (notes 6(3) and (15))	439	-	565	-	Notes payable	121	-	395	-
Accounts receivable, net (notes 6(3) and (15))	47,902	2	46,999	2	Accounts payable	2,452	-	6,019	-
Other receivables	9,507	-	21,905	1	Other payables (note 6(16))	380,763	15	361,753	15
Other current financial assets (note 8)	150	-	150	-	Current tax liabilities	47,258	2	64,694	3
Other current assets, others	15,439	1	15,140	1	Current lease liabilities (note 6(8))	29,255	1	-	-
Total current assets	2,242,093	87	2,157,428	89	Other current liabilities, others	51,631	2	49,650	2
Non-current assets:					Total current liabilities	1,029,963	40	929,198	38
Non-current financial assets at fair value through profit or loss (note 6(2))	4,797	-	4,914	-	Non-current liabilities:
Property, plant and equipment (note 6(5))	230,478	9	243,851	10	Non-current lease liabilities (note 6(8))	47,004	2	-	-
Right-of-use assets (note 6(6))	75,636	3	-	-	Net defined benefit liability, non-current (note 6(10))	9,180	-	5,666	-
Intangible assets (note 6(7))	2,710	-	3,514	-	Total non-current liabilities	56,184	2	5,666	-
Deferred tax assets (note 6(11))	7,051	-	5,697	-	Total liabilities	1,086,147	42	934,864	38
Prepayments for business facilities	468	-	1,594	-	Equity attributable to owners of parent (notes 6(10), (11), (12) and (13))
Guarantee deposits paid	8,254	-	8,250	-	Common stock	331,907	13	331,917	14
Other non-current financial assets (note 8)	10,000	1	10,000	1	Capital surplus	397,574	15	397,859	16
Other non-current assets, others (note 6(3))	3,500	-	-	-	Retained earnings:
Total non-current assets	342,894	13	277,820	11	Legal reserve	378,199	15	378,199	16
					Special reserve	4,051	-	2,941	-
					Unappropriated earnings	385,088	15	386,934	16
					Total retained earnings	767,338	30	768,074	32
					Other equity:
					Exchange differences on translation of foreign financial statements	(6,121)	-	(4,051)	-
					Others Total other equity	- (6,121)	- -	(604) (4,655)	- -
					Total equity attributable to owners of parent	1,490,698	58	1,493,195	62
					Non-controlling interests	8,142	-	7,189	-
					Total equity	1,498,840	58	1,500,384	62
Total assets	\$ 2,584,987	100	2,435,248	100	Total liabilities and equity	\$ 2,584,987	100	2,435,248	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, 2019 and 2018

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

	2019		2018
	Amount	%	Amount	%
Operating revenue (note 6(15))	\$ 1,636,383	100	1,577,612	100
Operating costs (notes 6(5), (6), (7), (8), (9), (10), (12), (13), (16) and 7)	164,205	10	159,204	10
Gross profit	1,472,178	90	1,418,408	90
Operating expenses (notes 6(3), (5), (6), (7), (8), (9), (10), (12), (13), (16) and 7):
Selling expenses	637,852	39	601,196	38
Administrative expenses	164,248	10	171,257	11
Research and development expenses	348,435	21	322,846	21
Total operating expenses	1,150,535	70	1,095,299	70
Operating income	321,643	20	323,109	20
Non-operating income and expenses (notes 6(4), (17), (18), (19), 7 and 12):
Other income	34,506	2	27,343	2
Other gains and losses	(18,645)	(1)	1,603	-
Finance costs	(1,570)	-	-	-
Total non-operating income and expenses	14,291	1	28,946	2
Income before income tax	335,934	21	352,055	22
Less: income tax expenses (note 6(11))	48,668	3	69,972	4
Net income	287,266	18	282,083	18
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss
Remeasurements from defined benefit plans (note 6(10))	(5,068)	(1)	245	-
Less: income tax related to items that will not be reclassified subsequently to profit or loss (note
6(11))	(1,014)	-	(34)	-
Total items that will not be reclassified subsequently to profit or loss	(4,054)	(1)	279	-
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign financial statements	(2,382)	-	(1,276)	-
Less: income tax related to items that are or may be reclassified subsequently to profit or loss	-	-	-	-
Total items that may be reclassified subsequently to profit or loss	(2,382)	-	(1,276)	-
Other comprehensive loss	(6,436)	(1)	(997)	-
Total comprehensive income	\$ 280,830	17	281,086	18
Net income attributable to:
Shareholders of the Company	\$ 286,001	18	282,207	18
Non-controlling interests	1,265	-	(124)	-
	\$ 287,266	18	282,083	18
Total comprehensive income (loss) attributable to:
Shareholders of the Company	\$ 279,877	17	281,376	18
Non-controlling interests	953	-	(290)	-
	\$ 280,830	17	281,086	18
Basic earnings per share (note 6(14))
Basic earnings per share	\$	8.62		8.51
Diluted earnings per share	\$	8.56		8.44

(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, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

						Equity attributable to owners of parent
								Other equity interest
					Retained earnings		Exchange differences on translation of			Total equity attributable	Non
	Common	Capital	Legal	Special	Unappropriate		foreign financial			to owners	controlling	Total
	stock	surplus	reserve	reserve	d earnings	Total	statements	Others	Total	of parent	interests	equity
Balance at January 1, 2018	\$ 332,072	399,549	378,199	-	422,717	800,916	(2,941 )	(3,380)	(6,321)	1,526,216	7,479	1,533,695
Effects of retrospective application	-	-	-	-	3,116	3,116	-	-	-	3,116	-	3,116
Balance on January 1, 2018 after adjustments	332,072	399,549	378,199	-	425,833	804,032	(2,941 )	(3,380)	(6,321)	1,529,332	7,479	1,536,811
Appropriations and distributions
Legal reserve	-	-	-	2,941	(2,941 )	-	-	-	-	-	-	-
Cash dividends	-	-	-	-	(318,650 )	(318,650)	-	-	-	(318,650)	-	(318,650)
Net income for the year	-	-	-	-	282,207	282,207	-	-	-	282,207	(124)	282,083
Other comprehensive income (loss) for the
year Total comprehensive income (loss) for the	-	-	-	-	279	279	(1,110 )	-	(1,110)	(831)	(166)	(997)
year	-	-	-	-	282,486	282,486	(1,110 )	-	(1,110)	281,376	(290)	281,086
Adjustments for restricted employee shares	-	(1,845)	-	-	206	206	-	634	634	(1,005)	-	(1,005)
Cancellation of restricted employee shares	(155)	155	-	-	-	-	-	-	-	-	-	-
Compensation cost of restricted employee
shares	-	-	-	-	-	-	-	2,142	2,142	2,142	-	2,142
Balance at December 31, 2018	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
Appropriations and distributions
Special reserve	-	-	-	1,110	(1,110 )	-	-	-	-	-	-	-
Cash dividends	-	-	-	-	(282,461 )	(282,461)	-	-	-	(282,461)	-	(282,461)
Net income for the year	-	-	-	-	286,001	286,001	-	-	-	286,001	1,265	287,266
Other comprehensive income (loss) for the
year	-	-	-	-	(4,054 )	(4,054)	(2,070 )	-	(2,070)	(6,124)	(312)	(6,436)
Total comprehensive income (loss) for the year	-	-	-	-	281,947	281,947	(2,070 )	-	(2,070)	279,877	953	280,830
Adjustments for restricted employee shares	-	(295)	-	-	(222 )	(222)	-	295	295	(222)	-	(222)
Cancellation of restricted employee shares	(10)	10	-	-	-	-	-	-	-	-	-	-
Compensation cost of restricted employee
shares	-	-	-	-	-	-	-	309	309	309	-	309
Balance at December 31, 2019	\$ 331,907	397,574	378,199	4,051	385,088	767,338	(6,121 )	-	(6,121)	1,490,698	8,142	1,498,840

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, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

	2019	2018
Cash flows from (used in) operating activities:
Income before tax	\$ 335,934	352,055
Adjustments:
Adjustments to reconcile profit:
Depreciation expense	78,621	39,567
Amortization expense	2,068	4,434
Expected credit loss	963	199
Interest expense	1,570	-
Interest income	(13,656)	(12,977)
Compensation cost of restricted employee shares	309	2,142
Loss (gain) on disposal of property, plant and equipment Loss on disposal of investments	(390) 728	92 -
Unrealized foreign exchange loss	117	8
Adjustments for restricted employee shares	(222)	(1,005)
Loss from lease modifications	73	-
Total adjustments to reconcile profit	70,181	32,460
Changes in operating assets and liabilities:
Net changes in operating assets:
Notes receivable	126	631
Accounts receivable	(1,869)	(9,923)
Other receivable	288	(805)
Other financial assets	-	(150)
Other current assets	(298)	(1,354)
Total net changes in operating assets	(1,753)	(11,601)
Net changes in operating liabilities:
Contract liabilities	71,796	58,441
Notes payable	(274)	393
Accounts payable	(3,567)	(901)
Other payables	52,533	18,075
Other current liabilities	1,981	5,963
Net defined benefit liabilities	(1,554)	(1,302)
Total net changes in operating liabilities	120,915	80,669
Total net changes in operating assets and liabilities	119,162	69,068
Total adjustments	189,343	101,528
Cash inflow generated from operations	525,277	453,583
Interest received	13,516	12,936
Interest paid	(1,570)	-
Income taxes paid	(66,294)	(52,310)
Net cash flows from operating activities	470,929	414,209
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss Acquisition of property, plant and equipment	- (61,398)	(4,922) (42,910)
Proceeds from disposal of property, plant and equipment	390	-
Increase in refundable deposits	(4)	(410)
Decrease in other receivables	176	-
Acquisition of intangible assets	(1,264)	(4,039)
Increase in other non-current assets	(3,500)	-
Increase in prepayments for business facilities	(468)	(1,594)
Net cash flows used in investing activities	(66,068)	(53,875)
Cash flows used in financing activities:
Payment of lease liabilities	(35,151)	-
Cash dividends paid	(282,461)	(318,650)
Net cash flows used in financing activities	(317,612)	(318,650)
Effect of exchange rate changes on cash and cash equivalents	(2,458)	(1,289)
Net increase in cash and cash equivalents	84,791	40,395
Cash and cash equivalents at beginning of year	2,083,865	2,043,470
Cash and cash equivalents at end of year	\$ 2,168,656	2,083,865
Components of cash and cash equivalents
Cash and cash equivalents in consolidated statements of financial position	\$ 2,168,656	2,072,669
Other item qualifying for cash and cash equivalents under the definition of IAS 7	-	11,196
Cash and cash equivalents at end of year	\$ 2,168,656	2,083,865

104 Corporation Earnings Distribution Proposal

Unit:NT\$

Items	Amount	Note
Unappropriated earnings at beginning of year	103,362,335
Plus:
Remeasurements from defined benefit plans	(4,054,018)
Adjustments for restricted employee shares	(221,316)
2019 Net income after tax	286,000,709
Earnings available for distribution	385,087,710
Less:
Legal reserve	(2,070,315)
Items of distribution:
Shareholders' dividends - cash	(286,103,834)	NT\$8.62 per share
Unappropriated earnings at end of year	96,913,561

Chairman: Rocky Yang General Manager: Rocky Yang Chief Accountant: Tiffany Lin

Attachment 5: Comparison Table of the "Articles of Incorporation" Amendments

104 Corporation

Amended Articles	Current Articles	Explanation
Article 16	Article 16
The Company shall have five to nine directors and two supervisors, to be elected at the shareholders' meeting. The number of directors indicated in the preceding paragraph shall not be fewer than three seats for independent directors which in turn shall be no fewer than one-fifth (1/5) of the total board size. The directors and supervisors shall be elected in accordance with the candidate nomination process, meaning shareholders shall elect the directors and supervisors among the nominees list in the roster of director candidates. The election of the directors shall follow Article 198 of the Company Act. The election of independent and non-independent directors shall be carried out together but their votes calculated separately. Candidates prevailing in the vote count shall be deemed independent directors and directors. The tenure of office of the directors and the supervisors shall be three years, and they shall be eligible for re-election. In case no election of new directors and supervisors is effected after expiration of the term of office of existing directors and supervisors, the term of office of out-going directors and supervisors shall be extended until the time new directors and supervisors have been elected and assumed their office.	The Company shall have six directors and two supervisors, to be elected at the shareholders' meeting. The number of directors indicated in the preceding paragraph shall include two seats for independent directors which in turn shall be no fewer than one-fifth (1/5) of the total board size. The directors and supervisors shall be elected in accordance with the candidate nomination process, meaning shareholders shall elect the directors and supervisors among the nominees list in the roster of director candidates. The election of the directors shall follow Article 198 of the Company Act. The election of independent and non-independent directors shall be carried out together but their votes calculated separately. Candidates prevailing in the vote count shall be deemed independent directors and directors. The tenure of office of the directors and the supervisors shall be three years, and they shall be eligible for re-election. In case no election of new directors and supervisors is effected after expiration of the term of office of existing directors and supervisors, the term of office of out-going directors and supervisors shall be extended until the time new directors and supervisors have been elected and assumed their office.	1. The amendment is conducted in accordance with Article 14-4 of the Securities and Exchange Act and the No.10703452331 issued by the Financial Supervisory Commission on December 19, 2018, the Company shall be established audit committee to replace the function previously performed by the Supervisors after expiration of (the 10th term) the Company's current directors and supervisors being served. 2. Therefore, the number of directors and independent directors will be flexibly adjusted this time, and will take effect from the next (11th) board of directors.
Article 20 The board of directors is convened by the chairman. The meeting shall be presided by the chairman. If he is on leave or if, for any cause, he is unable to perform his duties, the chairman shall designate another director to act on his behalf. Without	Article 20 The board of directors is convened by the chairman. The meeting shall be presided by the chairman. If he is on leave or if, for any cause, he is unable to perform his duties, the chairman shall designate another director to act on his behalf. Without	To amend the wording. (Only for the Chinese version)

Comparison Table of the "Articles of Incorporation" Amendments

Amended Articles	Current Articles	Explanation
such a designation, the other directors shall elect one from among themselves to act for the chairman. The board meeting may be convened by video conference. A director shall be deemed to attend the board meeting in person if he attends the video conference. When a director is unable to attend the meeting for some reason, he or she may appoint another director as a proxy to attend the meeting in his or her behalf by executing a power of attorney. All board directors and supervisors need to be notified seven days prior to the convening of board meetings. The board must be able to convene at any time in instances of emergencies. The notice to convene must expressly stipulate the subject of the meeting and be sent out in the form of written notices, emails, or faxes. Article 27 At the end of each fiscal year, if the Company has net profits they shall first be used to remedy any losses and add other profit items adjusted to the current year's undistributed earnings other than after-tax net income for the period as calculated 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 paid-in capital, 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. Article 30	such a designation, the other directors shall elect one from among themselves to act for the chairman. The board meeting may be convened by video conference. A director shall be deemed to attend the board meeting in person if he attends the video conference. When a director is unable to attend the meeting for some reason, he or she may appoint another director as a proxy to attend the meeting in his or her behalf by executing a power of attorney. All board directors and supervisors need to be notified seven days prior to the convening of board meetings. The board must be able to convene at any time in instances of emergencies. The notice to convene must expressly stipulate the subject of the meeting and be sent out in the form of written notices, emails, or faxes. Article 27 At the end of each fiscal year, if the Company has net profits they shall 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 paid-in capital, 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. Article 30	The amendment is conducted in accordance with Article 237 of the "Company Act." and the No.10802432410 issued by the Ministry of Economic Affairs on January 9, 2020.
The Articles of Incorporation was first made executed on October 1, 1993 The first amendment was made on	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	July 31, 1998 The second amendment was made on March 14, 2000 The third amendment was made on July 20, 2000

Amended Articles	Current Articles	Explanation
The fourth amendment was made on	The fourth amendment was made on
August 14, 2000	August 14, 2000
The fifth amendment was made on	The fifth amendment was made on
June 3, 2002	June 3, 2002
The sixth amendment was made on	The sixth amendment was made on
June 9, 2004	June 9, 2004
The seventh amendment was made	The seventh amendment was made
on May 16. 2005	on May 16. 2005
The eighth amendment was made on	The eighth amendment was made on
June 12, 2006	June 12, 2006
The ninth amendment was made on	The ninth amendment was made on
June 11, 2008	June 11, 2008
The tenth amendment was made on	The tenth amendment was made on
June 10, 2009	June 10, 2009
The eleventh amendment was made	The eleventh amendment was made
on June 17, 2010	on June 17, 2010
The twelfth amendment was made	The twelfth amendment was made
on June 15, 2012	on June 15, 2012
The thirteenth amendment was	The thirteenth amendment was
made on June 24, 2015	made on June 24, 2015
The fourteenth amendment was	The fourteenth amendment was
made on June 7, 2016	made on June 7, 2016
The fifteenth amendment was made	The fifteenth amendment was made
on June 8, 2017	on June 8, 2017
The Sixteenth amendment was	The Sixteenth amendment was
made on May 29, 2019	made on May 29, 2019
The Seventeenth amendment was		To add the date.
made on May 28, 2020

Appendix

Appendix 1: Rules and Procedures of Shareholders' Meetings

104 Corporation

Rules and Procedures of Shareholders' Meetings

2019/05/29

Article 1: Except as otherwise provided by law or the articles of incorporation, shareholders' meetings of the Company shall be conducted in accordance with these Rules and Procedures.
Article 2: Except as otherwise provided by law, shareholders' meetings of the Company shall be convened by the board of directors.
Article 3: The reason(s) for calling a meeting shall be specified in the meeting notifications and notices, and a shareholder may be informed via electronic means upon his/her approval.
Article 4: A shareholders' meeting shall be held at the head office of the Company or at an appropriate venue convenient for shareholders to attend and shall not begin earlier than 9:30 a.m. or later than 3:00 p.m.
Article 5: Shareholders or appointed proxies (hereinafter referred to as "Shareholders") shall attend a shareholders' meeting on an attendance card, a sign-in card or other certificates of attendance. Proxy solicitors shall also present identification documents for verification.

Attending shareholders shall submit their sign-in cards in lieu of signing in.

Article 6: A shareholders' meeting convened by the board of directors shall be presided over by the chairperson of the board of directors. If the chairperson of the board of directors is on leave or, for some reason, is unable to exercise his/her authority, the vice chairperson of the board of directors shall act on his/her behalf. In the absence of a vice chairperson or in the case of the vice chairperson also being on leave or unable to carry out such a duty for some reason, the chairperson shall designate one of the managing directors to preside as chair. In the absence of managing directors, the chairperson shall appoint one of the other directors to chair the meeting. Without any such designation, managing directors or the other directors shall elect an acting chair for the meeting from among themselves.

A shareholders' meeting not called by the board of directors but by any other person entitled to convene such a meeting shall be presided over by the person convening the meeting.

Article 7: The Company may appoint its lawyers(s), accountant(s) or other relevant persons to attend a shareholders' meeting.
Article 8: The Company shall make an audiotape or videotape recording of a shareholders' meeting in its entirety, and such recording shall be retained for at least one year.
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 or by way of electronic transmission.

Article 10: The chair shall call the meeting to order at the time scheduled. However, the chair may postpone the meeting, two times at the maximum (20 minutes for the 1st postponement and 10 minutes for the 2nd postponement), if the number of shares represented by the shareholders in attendance falls short of one-half of the total number of shares in issue. If, after two postponements as described above, the number of shares represented by the shareholders in attendance is still short of the quorum but over one-third of all shares issued, a tentative resolution, with majority approval of voting shareholders in attendance, may be adopted in accordance with Article 175 of the Company Act. All shareholders shall be informed of the tentative resolution, and another shareholders' meeting shall be convened within one month's time.

Prior to the conclusion of the meeting, if the number of shares represented by the shareholders in attendance surpasses one-half of the total number of shares in issue, the chair may call for a re-voting of the tentative resolution by attending shareholders in accordance with Article 174 of the Company Act.

Article 11: For a shareholders' meeting convened by the board of directors, the meeting's agenda shall be set by the board of directors, and the meeting shall proceed as set by the agenda unless otherwise changed by a resolution passed in the shareholders' meeting. The provision prescribed in the preceding paragraph shall also apply to a shareholders' meeting not called by the board of directors but by any other person entitled to convene such a meeting.
Article 12: During discussion of a motion, the chair may announce the conclusion of discussion at an appropriate time and may terminate the discussion when necessary.
Article 13: A motion concluded or terminated of discussion by the chair shall be submitted for a vote immediately.
Article 14: Before an attending shareholder makes a speech, a slip specifying the key points of the speech, the shareholder's account number (or attendance card number), and the account name must first be filled out, and any attending shareholder wishing to speak shall do so in the order determined by the chair.

An attending shareholder who has submitted the slip to speak but does not actually make a speech shall be regarded as not having spoken. The contents of the speech shall prevail over the contents of the slip if there is any inconsistency.

When an attending shareholder makes a speech, other shareholders shall not interrupt the speech without the permission of the chair and the speaking shareholder. The chair shall stop anyone committing such a violation.

Article 15: A shareholder may not speak more than twice regarding the same proposal.
Article 16: A shareholder's speech may not exceed 5 minutes; however, a 3-minute extension, allowed once only, may be granted upon the chair's permission. After an attending shareholder makes his/her speech, the chair may respond personally or may appoint a relevant person to make the response.
Article 17: When a shareholder's speech exceeds the time limit or goes outside of the scope of the topic in discussion, the chair may stop his/her speech at any time.
Article 18: When a corporation attends a shareholders' meeting as the proxy, only one person may be appointed as its representative at the meeting. When a corporate shareholder appoints two persons as its representatives at a shareholders' meeting, only one person may speak on each particular motion in discussion.
Article 19: Every shareholder shall have one vote for each share held; however, shareholders who are subject to restrictions or without voting rights as provided in Paragraph 2, Article 179 of the Company Act shall be excluded. Unless otherwise provided by the Company Act and the Company's Articles of Incorporation, a motion put to a vote shall be approved by the majority of votes represented by the shareholders in attendance. For the voting, if no objection is voiced after an inquiry by the chair, a motion shall be deemed as approved with the same effect as votes cast.
Article 20: If there is an amendment or a substitute proposal to a motion in discussion, the chair shall decide on their order of vote along with the original motion. If one of them has been approved, the others shall be deemed rejected and no further voting is required.

Article 21: Persons responsible for monitoring and counting the ballots during a vote shall be appointed by the chair; however, the person(s) monitoring the vote shall be a shareholder(s).

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 22: The chair may direct disciplinary officers (or security guards) to help maintain order at the meeting venue. When assisting in keeping order at the venue, disciplinary officers (or security guards) shall wear arm-bands marked "Disciplinary Officer". If the venue is equipped with sound amplification equipment, the chair may stop a shareholder from speaking when he/she speaks using an apparatus not installed by the Company.

The chair may direct disciplinary officers (or security guards) to escort any shareholder who violates these Rules and Procedures, fails to abide by the chair's correction or interferes with the progress of the meeting and fails to comply after being asked to refrain out of the meeting venue.

Article 23: During the meeting, the chair may, at his/her discretion, set time for a recess. In case of an incident of force majeure, the chair may temporarily suspend the meeting and shall decide how and when the meeting will resume.
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 paragraph shall be determined in accordance with the laws or 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.

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.

Appendix 2: Articles of Incorporation (Before Amendments)

104 Corporation

Articles of Incorporation

Chapter 1: General Principles

Article 1: The Company is incorporated under the Company Act of the Republic of China and named 104 CORPORATION (English name:104 CORPORATION)
Article 2: The lines of business operated by the Company are as follows:
(1) CC01120 Data Storage Media Manufacturing and Duplication
(2) F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
(3) F118010 Wholesale of Computer Software
(4) F209060 Retail Sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
(5) F218010 Retail Sale of Computer Software
(6) F601010 Intellectual Property
(7) I103060 Management Consultancy
(8) I301010 Software Design Services
(9) I301020 Data Processing Services
(10)I301030 Digital Information Supply Services
(11)I401010 General Advertising Services
(12)I701011 Employment Services
(13)IZ12010 Manpower Services
(14)IZ13010 Internet Authentication Services
(15)J303010 Magazine and Periodical Publication
(16)J304010 Book Publishers
(17)JB01010 Conference and Exhibition Services
(18)IZ15010 Marketing Research and Opinion Polling
(19)J202010 Industry Innovation and Incubation Services

(20)ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The head office shall be located in New Taipei City. If necessary it may establish branches or offices domestic and/or overseas upon passing relevant resolutions at its board meetings.
Article 4: When the Company issues external endorsements and reinvests in other businesses to facilitate its business requirements, it shall not be subject to the restrictions of Article 13 of the Company Act.

Chapter 2: Shares

Article 5: The total capital of this bank shall be Five Hundred Million New Taiwan Dollars (NT\$500,000,000), divided into Fifty Million (50,000,000) shares at Ten New Taiwan Dollars (NT\$10.00) per share, and shall be issued in installments subject to the authorization of the board of directors. Fifty Million New Taiwan Dollars (NT\$50,000,000) of the aforementioned capital is retained and divided into Five Million (5,000,000) shares at Ten New Taiwan Dollars

(NT\$10.00) per share. The aforementioned capital shall reserve funds for issuing employee stock warrants which shall be issued in installments subject to the resolutions of the board of directors.

Article 6: When the price of issued employee stock warrants is lower than the closing price of the Company common stocks as of the issuing date, an issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders' meeting attended by shareholders representing a majority of the total issued shares. To transfer shares to employees at less than the average actual share repurchase price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders' meeting attended by shareholders representing a majority of total issued shares.
Article 7: 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 authenticated by the bank which is competent to certify shares under the laws before issuance.

The Company issued shares are exempted from printing share certificates, and shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

Article 8: When the Company shareholders process stock-related affairs including share transfers, rights pledges, loss reports, inheritance, gifts, seal loss reports and changes, or address changes, and exercise any or all within their rights, unless otherwise provided by regulations and securities laws, all other related matters shall follow the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 9: Assignment/transfer of 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.

Chapter 3: Shareholders' Meetings

Article 10: Shareholders' meetings of the Company shall be of two types, regular meetings and extraordinary meetings.
1. Regular meetings shall be convened once a year within six months after the close of each fiscal year, and a notice to convene a regular meeting shall be given to the shareholders within 30 days.
1. When necessary, extraordinary meetings shall be convened and a notice to convene an extraordinary meeting shall be given to the shareholders within 15 days. The notice in the preceding paragraph shall specify date, place and agenda of the meeting.

Unless otherwise provided by the Company Act, the shareholders' meetings are convened by the board of directors.

Article 11: When a shareholder is unable to attend a shareholders' meeting for some reason, he or she may appoint a proxy to attend a shareholders' meeting on his or her behalf by executing a power of attorney printed by the corporation stating therein the scope of power authorized to the proxy. When a person acts as proxy for two or more shareholders, the number of votes represented by him or her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the company no later than 5 days prior to the date of the shareholders' meeting.

Unless otherwise regulated by the Company Act, other matters in relation hereto shall follow "Regulations Governing the Use of Proxies for Attendance at Shareholder

Meetings of Public Companies".

Article 12: Unless otherwise regulated by the Company Act, a shareholders' meeting shall be presided over by the chairman. In the chairman's absence, the chairman shall designate one director to act on his or her behalf. In the absence of such designation, the directors shall elect one to act on his or her behalf. The rules of procedures for the Company's shareholders meetings shall be as provided in the company ethical best practices regulations.
Article 13: Except for paragraph 2 of Article 179 and paragraph 2 of Article 197-1 of the Company Act where there is no voting power for shares, each shareholder of the Company shall be entitled to one vote for each share he/she holds.
Article 14: The voting power at a shareholders' meeting may be exercised in writing or by way of electronic transmission, A shareholder exercising voting power in writing form or by way of electronic transmission shall be deemed to have attended the meeting in person, but to have waived his/her voting power with respect to the extemporary motions and amendments to original proposals of that meeting. Electronic voting shall be conducted in accordance with to Article 177-2 of the Company Act.
Article 15: Unless otherwise provided by the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote (50%) of the shareholders present, who hold more than 50% of the total number of shares issued and outstanding. Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty days after the close of the meeting.

The preparation of the minutes of shareholders' meeting as required in the preceding paragraph may be effected by means of electronic transmission.

The distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of electronic transmission.

The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.

The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter 4: Director and Supervisor

Article 16: The Company shall have six directors and two supervisors, to be elected at the shareholders' meeting.

The number of directors indicated in the preceding paragraph shall include two seats for independent directors which in turn shall be no fewer than one-fifth (1/5) of the total board size.

The directors and supervisors shall be elected in accordance with the candidate nomination process, meaning shareholders shall elect the directors and supervisors among the nominees list in the roster of director candidates.

The election of the directors shall follow Article 198 of the Company Act. The election of independent and non-independent directors shall be carried out together but their votes calculated separately. Candidates prevailing in the vote count shall be deemed

independent directors and directors.

The tenure of office of the directors and the supervisors shall be three years, and they shall be eligible for re-election.

In case no election of new directors and supervisors is effected after expiration of the term of office of existing directors and supervisors, the term of office of out-going directors and supervisors shall be extended until the time new directors and supervisors have been elected and assumed their office.

Article 17: The total number of shares held by the directors and supervisors shall follow the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" designated by the competent authority.
Article 18: To disperse director and supervisor law liability risks and thereby increase the Company's governance capability, the Company may obtain Directors and Supervisors Liability Insurance for all directors and supervisors, and for all reinvestment company director and supervisor representatives with respect to liabilities resulting from exercising 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 19: The board of directors shall be composed of directors. The chairman of the board of directors shall be elected from among the directors by a majority vote of the directors present at a meeting attended by at least two-thirds (2/3) of the directors. The chairman shall be in charge of the entire Company's internal business as well as for its external representation.
Article 20: The board of directors is convened by the chairman. The meeting shall be presided by the chairman. If he is on leave or if, for any cause, he is unable to perform his duties, the chairman shall designate another director to act on his behalf. Without such a designation, the other directors shall elect one from among themselves to act for the chairman.

The board meeting may be convened by video conference. A director shall be deemed to attend the board meeting in person if he attends the video conference. When a director is unable to attend the meeting for some reason, he or she may appoint another director as a proxy to attend the meeting in his or her behalf by executing a power of attorney.

All board directors and supervisors need to be notified seven days prior to the convening of board meetings. The board must be able to convene at any time in instances of emergencies.

The notice to convene must expressly stipulate the subject of the meeting and be sent out in the form of written notices, emails, or faxes.

Article 21: Except as otherwise provided in the Company Act, resolutions at the meetings of the board of directors shall be adopted by a majority vote at a meeting attended by majority of the directors.
Article 22: The supervisors may attend the directors' meetings and express their opinions but shall not vote at these meetings.
Article 23: When the Company directors and supervisors execute their duties, regardless of whether the Company business operates at a profit or loss, the Company shall furnish their remuneration. The board is authorized to determine remuneration to directors and supervisors based on their level of participation in the Company operations and their individual contributions, using industry standards as their reference. Such deliberations will refer to industry norms and standards and not exceed standard agreements per Company management regulations for the Company's highest positions.

Chapter 5: Manager

Article 24: The Company may establish several managers with their appointments authorized by resolutions of the board of directors and decided by the chairman. If a managerial relationship position is appointed, the appointment, dismissal and remuneration shall conform with the Company Act.

Chapter 6: Accounting

Article 25: The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. Annual closing of books shall be done at the close of each fiscal year. The board of directors shall then have the following financial statements and other reports prepared in accordance with the Company Act, and shall deliver these to the supervisor for examination 30 days before the date fixed for the regular shareholders' meeting.
(1) Report on operations;
(2) Financial statements; and
(3) Proposals on distribution of profits or covering of losses.
Article 26: At the end of the fiscal year, if the 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 preceding paragraph shall be distributed in the form of shares or in cash and object of payment includes the employees of parents or subsidiaries of the Company meeting certain specific requirements. The directors and supervisors' remuneration shall be distributed in the form of cash.

The items in the preceding two paragraphs shall be undertaken by resolution of the board of directors and a report shall be submitted to the shareholders' meeting.

Article 27: At the end of each fiscal year, if the Company has net profits they shall 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 paid-in capital, 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. 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 the Paragraph 2 of the preceding Article 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.

Chapter 7: Supplementary Provisions

Article 29: The Company Act shall be referred to for matters not covered in these Articles of

Incorporation.

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 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

Appendix 3: Shareholdings of Directors and Supervisors

104 Corporation

Shareholdings of Directors and Supervisors

Minimum shares required to be held by the entirety of the directors: 3,600,000 shares Minimum shares required to be held by the entirety of the supervisors: 360,000 shares

March 31, 2020 Job Title Name Date of election Term of office Shares held as registered in the shareholder's roster during the book closure period Number of Shares Percentage Chairman Rocky Yang May 30, 2018 3 Year 4,495,402 13.54% Director Steven Su May 30, 2018 3 Year 250,000 0.75% Director Simon Juan May 30, 2018 3 Year 132,240 0.40% Director Mark Chang May 30, 2018 3 Year 0 0.00% Independent Director Chin-Li Lin May 30, 2018 3 Year ⁰ 0.00% Independent Director Sean Lien May 30, 2018 3 Year ⁰ 0.00% Total of all directors 4,877,642 14.69% Supervisor Askforce Corporation: Representative: Mei-Fang Hsu May 30, 2018 3 Year 2,427,344 7.31% Supervisor Zan-Syong Cai May 30, 2018 3 Year 0 0.00% Total of all supervisors 2, 427,344 7.31%

Note: As of March 31, 2020, the Company has issued 33,190,700 shares.

AI assistant

104 — AGM Information 2020

52296_rns_2020-06-04_c6eb3a2f-ac0a-4617-ae71-f320f9bd602c.pdf

104 Corporation

2020 Annual Shareholders' Meeting Procedure

104 Corporation 2020 Annual Shareholders' Meeting Agenda

III. Matters for Report

IV. Matters for Ratification

I. Matters for Report

1. 2019 Business Report.

2. Supervisor's Review Report on the 2019 Financial Statements.

3. The Report of the 2019 Employees, Directors and Supervisors' Compensation. Explanatory Notes:

4. Execution of Issuance of 2016 Restricted Employee Shares.

II. Matters for Ratification

2. Adoption of the Proposal for Distribution of 2019 Earnings. (Proposed by the Board of Directors)

III. Matters for Discussion

IV. Extemporary Motions

V. Adjournment

104 Corporation Business Report

I. 2019 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

KPMG

Note to Readers

Balance Sheets

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

See accompanying notes to financial statements.

Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

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

(Expressed in Thousands of New Taiwan Dollars)

Other equity interest

Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(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

December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

(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, 2019 and 2018

(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

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

For the years ended December 31, 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

104 Corporation Earnings Distribution Proposal

Attachment 5: Comparison Table of the "Articles of Incorporation" Amendments

104 Corporation

Comparison Table of the "Articles of Incorporation" Amendments

104 Corporation

Rules and Procedures of Shareholders' Meetings

104 Corporation

Articles of Incorporation

Chapter 1: General Principles

104 AGM Information 2020