Stock Code ： 4148

`全宇生技控股有限公司` All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Handbook

Date and Time : June 19, 2019 at 9:00 a.m. (Wednesday)

Venue : 15F, No. 99, Fuxing N. Rd., Songshan Dist., Taipei City 10595, Taiwan, R.O.C.

MeetingProcedures	1
MeetingAgenda	2
ReportingMatters	4
(1) 2018BusinessReport.	4
(2) 2018FinancialStatement as examined by theAudit Committee.	4
(3) Report on the Distribution of Employees’ Compensation and Directors’ Remuneration for 2018.	4
Adoption Matters	5
(1) 2018BusinessReport andFinancialStatements.	5
(2) 2018EarningsDistribution Proposal.	5
DiscussedMatters	6
(1) Amendmentstothe Company’sArticles of Incorporation	6
(2) Amendments to theAcquisitionor Disposalof Assets	6
(3) Amendments to the Company’s Operating Procedures Governing Lendingof Funds	6
(4) Amendments to the Company’s Operating Procedures for Endorsements and Guarantees	7
(5) Amendments to the Company’s Rules of Procedures for Shareholders’ Meetings	7
Directors’ Re-election	8
Other Business	9
Ac Hoc Motions	10
Attachments	12
Appendix	59

`全宇生技控股有限公司`

All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Procedures

Announcement of the Commencement of the Meeting
Chairman’s Remarks
Reporting Matters
Adoption Matters
Discussion Matters
Directors’ Re-election
Other Business
Ad Hoc Motions

9. Meeting Adjourned

`全宇生技控股有限公司`

All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Agenda

Date and Time:	June 19, 2019 at 9:00 a.m. (Wednesday)
Venue :	15F., No. 99, Fuxing N. Rd., Songshan Dist., Taipei City 10595, Taiwan (R.O.C.) (Primasia Conference & Business Center)
Attendance :	Shareholders or their proxy
Chairman :	Mr Peng, Shih-Hao

Announcement of the commencement of the Meeting (Report of the number of shares represented by shareholders present at the meeting

Chairman’s Remarks
Reporting Matters
- 2.1. 2018 Business Report
- 2.2. 2018 Financial Statement as examined by the Audit Committee.
- 2.3. Report on the Distribution of Employees’ Compensation and Directors’ Remuneration for 2018.
Adoption Matters
- 3.1. To adopt the 2018 Business Report and Financial Statements.
- 3.2. To adopt the 2018 earnings distribution proposal.
Discussion Matters
4.1. To discuss the proposed amendments to the Company’s Articles of Incorporation.
4.2. To discuss the proposed amendments to the Company’s “Procedures for the Acquisition or Disposal of Assets”.
4.3. To discuss the proposed amendments to the Company’s “Operating Procedures Governing Lending of Funds”.
4.4. To discuss the proposed amendments to the Company’s “Operating Procedures for Endorsements and Guarantees”.
4.5. To discuss the proposed amendments to the Company’s “Rules of Procedures for Shareholders’ Meetings”.

Directors’ Re-election
5.1. To re-elect the Board of Directors.

6. Other Business:

6.1. To lift the new appointed directors and its representative from non-competition restrictions
Ac Hoc Motions
Meeting Adjourned

Reporting Matters

Agenda 1 : 2018 Business Report. (Proposed by the Board of Directors)

Explanatory Notes:

Please refer to Attachment I for the 2018 Business Report (see page 9 to 10 of this Handbook for details).

Agenda 2 : 2018 Financial Statements as examined by the Audit Committee. (Proposed by the Audit Committee)

Explanatory Notes `：`

Please refer to Attachment II for the Examination Report of the Audit Committee on the Business Report, the Financial Statements and Earnings Distribution for 2018 (see page 11 of this Handbook for details).

Agenda 3 : Report on the Distribution of Employees’ Compensation and Directors \ Remuneration for 2018. (Proposed by the Board of Directors)

Explanatory Notes:

(1) Pursuant to the Company’s Articles of Incorporation and as approved by the Company’s Board of Directors, it is hereby to declare NT$ 9,628,419 as the Company’s 2018 employees’ compensation, and NT$ 6,418,946 is declared as directors’ remuneration, each of which represent 3.00% and 2.00% of profit before tax respectively.
(2) There is no difference between the distribution of 2018 employees’ compensation and directors’ remuneration and the estimated amount of expenses on the account for the current year. Both are paid in cash.

Adoption Matters

Agenda 1 : 2018 Business Report and Financial Statements. (Proposed by the Board of Directo rs)

Explanatory Notes:

(1) The Company’s 2018 Consolidated Financial Statements, have duly audited by Independent Auditors, Ms. Chiang Hsun Chen and Mr. Cheng Chuan Yu, of Deloitte & Touche with unqualified opinions. In addition, 2018 Business Report and Consolidated Financial Statements have been duly approved by the Board of Directors and examined by the Audit Committee.
(2) Please refer to Attachment I and III for the 2018 Business Report and the Consolidated Financial Statements for 2018 and 2017 (see pages 8~9 of this Handbook for details)
(3) Adoption is respectfully requested.

RESOLUTION:

Agenda 2 : 2018 Earnings Distribution Proposal (Proposed by the Board of Directors)

Explanatory Notes:

(1) The Board has adopted a Proposal for Distribution of 2018 Profits in accordance with the Company Act and Articles of Incorporation.
(2) The proposed earnings distribution is allocated from Earnings in 2018 available for distribution. Cash dividends on common shares will be distributed as NT$2.40 per share.
(3) The 2018 Earnings Distribution Proposal is attached hereto as Attachment IV (see pages 21 of this Handbook for details).

RESOLUTION :

Discussion Matters

Agenda 1 : Amendment to the Company’s Articles of Incorporation. (Proposed by the Board of Directors)

Explanatory Notes:

(1) In response to the recent amendment to Taiwan’s Company Act and operation needs, it is proposed to amend the Company’s Articles of Incorporation. The proposed amendment have duly approved by the Board of Directors.
(2) Please refer to Attachment V for the comparison table and the Company’s amended Articles of Incorporation (see page 22-29 of this Handbook for details)
(3) Approval is respectfully requested.

RESOLUTION :

Agenda 2 : Amendment to the Company’s Procedures Governing the Acquistition or Disposal of Assets. (Proposed by the Board of Directors)

Explanatory Notes:

(1) To comply with the amendments to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” announced by the Financial Supervisory Commmission on November 26, 2018, it is proposed to amend the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The Board has adopted to revise “Procedures for Acquisition or Disposal of Assets” to reflect such regulatory amendments and to address future operational needs.
(2) Please refer to Attachment VI for the comparison table for Procedures for Acquisition or Disposal of Assets. (see page 30-42 for this Handbook for details)
(3) Approval is respectfully requested.

RESOLUTION :

Agenda 3 : Amendment to the Company’s Procedures for Governing Lending of Company Funds to Others (Proposed by the Board of Directors)

Explanatory Notes:

(1) To comply with the amendments to the “Governing Lending of Company Funds to Others” announced by the Financial Supervisory Commission, it is proposed to amend the “Regulations Governing Lending of Company Funds to Others by Public Companies”. The Board has adopted to revise Procedures for Governing Lending of Company Funds to Others to reflect such regulatory amendments and to address future operational needs.
(2) Please refer to Attachment VII for the comparison table for Procedures for Governing Lending of Company Funds. (see page 43-44 for this Handbook for details)
(3) Approval is respectfully requested.

RESOLUTION :

Agenda 4 : Amendment to the Company’s Procedures for Endorsements and Guarantees (Proposed by the Board of Directors)

Explanatory Notes:

(1) To comply with the amendments to the “Procedures for Endorsements and Guarantees” announced by the Financial Supervisory Commission, it is proposed to amend the “Procedures for Endorsements and Guarantees by Public Companies”. The Board has adopted to revise Procedures for Endorsements and Guarantees to reflect such regulatory amendments and to address future operational needs.
(2) Please refer to Attachment VIII for the comparison table for Procedures for Endorsements and Guarantees. (see page 45 for this Handbook for details)
(3) Approval is respectfully requested.

RESOLUTION :

Agenda 5 : Amendment to the Company’s Rules Governing the Procedures for Shareholders’ Meetings. (Proposed by the Board of Directors)

Explanatory Notes:

(1) In response to the recently amended Articles of Taiwan’s Company’s Act and to enhance the protection of shareholders’ rights and interest, it is proposed to amend the Company’s “Rules of Procedures for Shareholders’ Meetings” to reflect such regulatory amendments and to address future operational needs.
(2) Please refer to Attachment IX for the comparison table for Rules of Procedures for Shareholders’ Meetings. (see page 46-47 for this Handbook for details)
(3) Approval is respectfully requested.

RESOLUTION :

Directors’ Re-election

Agenda : To re-elect the Directors and Independent Directors (Proposed by the Board of Directors)

Explanatory Notes:

(1) The three-year term of the current Board will be ended on 06/18/2019. The Board of Directors have duly approved to re-elect new Board Members at Company's 2019 Annual Shareholders Meeting. The shareholders’ meeting shall elect 9 directors (including 3 Independent Directors). After election, the new appointment term will be for three years which is started from 06/19/2019 until 06/18/2022.
(2) The Directors and Independent Directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the Company Act. The Directors and Independent Directors shall be elected from the nominated candidates, whose education, professional qualifications, experience and relevant information are attached hereto as Attachment X. (see pages 48-49 for this Handbook for details)

Voting Results :

Other Business

Agenda : Release the Company’s Directors from Non-Competition Restrictions. (Proposed by the Board of Directors )

Explanatory Notes:

(1) Pursuant to Article 209 of the Company Act, A director conducting either for himself or on behalf of another person, activities that are within the scope of the company's business, shall explain to the Shareholders’ Meeting the essential contents of such activities and obtain its approval for conducting such activities. In addition, in accordance with Article 178 of the Company Act, a shareholder has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall not vote or exercise voting rights on behalf of another shareholder.
(2) A director of the Company, if engaging in acts of participation in other business operations similar or identical to the Company’s scope of operations shall, pursuant to Article 209 of the Company Act, request the Shareholders’ Meeting to exempt the director from non-competition restrictions and to release the director from the requirement to disgorge his income from competitive activities.
(3) The details of release from the non-competition restriction on nominated candidates to be elected for Directors (including Independent Directors) from participation in competitive business shown as below:
(4) Proposal of release the non-competition retriction is based on elected Directors (including Independent Directors)

Independent Directors)
Name of Directors and their Representatives	Job Title	Release the prohibition from participation in competitive business
All Cosmos Investment Ltd Representative : Dato' Tony Peng	Director	All Cosmos Industries Sdn. Bhd. Director Sabah Softwoods Hybrid Fertiliser Sdn. Bhd. Director Grains & Green Sdn. Bhd. Director Kinabalu Life Sciences Sdn. Bhd. Director Sawit Ecoshield Sdn. Bhd. Director GK Bio International Sdn. Bhd. Director PT All Cosmos Biotek Director
SHENG HUA Ltd Representative`：`PengShengChing	Director	All Cosmos Industries Sdn. Bhd. Director
MAXTRENGTH CORPORATION Representative : PengChia Lin	Director	GK Bio International Sdn. Bhd. Director
Chee Kheng Hoy	Director	Arif Efektif Sdn. Bhd. Director Malaysian Rubber Research Institute Director
Lee Wen Quan	Independent Director	Reboot Agricultural Technology Owner Taiwan Formosa Organic Association DeputyManagingDirector

Ad Hoc Motions

Meeting Adjourned

Attachments

Attachment I

2018 Business Report

Dear Shareholders

2018 is the first time in 20 years that All Cosmos has faced multiple external challenges. However, with the contribution of new corporate customers’ sales, this year’s revenue can still maintain its growth trend, and it will be implemented steadily in the future biological vaccine factory and Indonesian plant. All Cosmos’ long-term growth trend remains unchanged. Although at this point in time, the overall mid-stream and downstream industries are facing short-term challenges of sustained and significant growth, all short and mid-term plans of the Company are still in a stable layout and in progress. Therefore, the Company still has its confidence for the longterm development. In addition, the Company has already begun to actively develop the different crops and areas, and it is expected that the products will be effectively dispersed in the future with its mixamization. Therefore, All Cosmos recently established a branch office in Taiwan, and in the future it is expected to contribute to the patent technology of the Company’s unique microbial biochemical compound fertilizer in Taiwan’s agriculture. It is our honour to present the Company’s past year’s operating results and the future prospects to the Shareholders.

1. 2018 Operating Results

1.1 Business plan implementation results

Unit ： NT$ in Thousand ； %

	2018	2017	Increase (Decrease) Amount	Change Ratio
Operating Revenue	2,687,581	2,263,652	423,929	18.73%
Gross Profit	774,594	751,521	23,073	3.07%
Net Profit For The Year	305,058	322,873	(17,815)	(5.52%)

In 2018, the Company’s revenue increased by 18.73% or NT$423,929 as compared with 2017. It mainly increased in the sales of chemical fertilizers. The customers are Corporate companies with a large scale of oil palm plantations. The orders of these corporate customers are mostly from tender. The bidding price is given according to the formula and product type that is regulated. Since it is necessary to have business deal with these corporate customers, the company must enter its supply chain with accommodate the customers’ requirement with sacrificing the margin, after building up certain relationship, we will then gradually promote our bio fertilisers to them or recommendations for field trials. Due to the competition in chemical fertilizer bidding prices, the gross profit margin is low. Therefore, although the revenue is

increased in 2018, it is mainly due to the increase in chemical fertilizers sales, which affect the reduction of gross profit. In addition, due to the heavy decline in palm oil prices and affecting the income of the plantation, in order to control its costs, planters prefer to choose the lower cost chemical fertilizers even though lower efficiency.

In the operation expenses-selling and distribution expenses, there was an increase in warehouse storage charges in 2018 as compared to 2017, this is due to subsidiary – ACI set up the warehousing services in Philippines in order to response to the shipment demand of the corporate customer Sumifru, thus increasing the storage management fee at USD 35 per metric ton, in total is about NT$ 11.293 thousands for the year.

In anticipation of credit impairment losses, in 2018, it increased by NT$ 26,048 thousands as compared to 2017, it is mainly due to the increase in Accounts Receivable outstanding. The price of palm oil befan to weaken in 2018 and fell below MYR 2,000 in the fourth quarter. The revenue of planters was greatly affected and caused out the customers began to extend the payment to the Company. In addition, in May 2018, Malaysia experienced the first time of changing of government in 60 years, most of the top management of the public enterprises were replaced, which also affected the internal operations. Payment arrangements, decision-making and others have caused the delay, hence the Company’s Accounts Receivable Aging getting longer in the third quarter.

Subsidiary Co-ACI has met the requirements of Income Tax (Exemption) (No. 17) for its research and development, and has been approved by the Ministry of Finance of Malaysia to entitle 100% of its taxable income for 10 years. The credit period is from March 27, 2008 until March 26, 2018. As due to the expiration of the credit period, it is started to pay income tax in 2018.

1.2 Financial Revenue and Profitability

Financial Ratio Item	Financial Ratio Item	2018	2017
Financial Structure (%)	Debt to Asset Ratio	14.75	12.73
	Long-Term Capital to Fixed Assets Ratio	460.25	444.78
Solvency (%)	Current Ratio	545.97	738.57
	Quick Ratio	368.88	592.35
Profitability (%)	Return on Assets	11.28	13.88
	Return on Equity	14.49	19.15
	Earning Per Share (NT$)	4.76	5.31

2. 2019 Operating Plan Summary

Continued the fall in palm oil prices in the fourth quarter of last year and political changes in major markets, this year will be a challenging year for the Company in 2019, and it is also an important year to be globalization. All Cosmos’s key core microbial technology, mastering the acquisition of organic materials or chemical raw materials, and the customer resources that have been cultivated for 20 years which have formed a strong backing and solid foundation under the combination of the three. The Company has its peak performance since 2009, and will continue to create a future prosperity.

The international palm oil price has stabilized, as the two major palm oil exporting countries of Indonesia and Malaysia have adopted the relevant policy to response , and the Company is still paying close attention to its follow-up trend. In additiona to actively exploring the new oil palm market in Indonesia and using the Company’s core microbial technology to develop high-value crops such as rubber, papaye and durian, the Company is actively participate into the market of high-value crops. In addition to the Company’s operational performance to be more stable and diversify, the two major layouts of the green circular economy will gradually contribute, as the Company’s short and mid-term growth mementum.

The Green Circular Economy has established a joint venture with major customers to set up two companies to assist in setting up a specialized treatment plant around its refinery, directly recycling the remaining organic matter in the oil extraction process, in addition to effectively reducing the cost of freight, and investing differently for different needs. Microorganisms, customized, and made into professional microbial compound fertilizer for preventing plant diseases and pest and ganoderma diseases. The second layout of the green recycle economy, through recyling of the surplus by-products, introduces a professional microbial compound fertilizer that can improve soil pH, not only can effectively protect the environment, but also enhance the soil’s ability to absorb nutrients, while having low unit price and high margin. The green circular economy will be one of the Company’s future operational priorities.

After 20 years of deep cultivation in the Malaysian compound fertilizer market, All Cosmos has grown in the past with higher average growth rate of the overall fertilizer industry and has become a pioneer in the global bio-compound fertilizer industry. The Company has more than 500 kinds of microbial strains and two patented technologies with high-end agricultural technology, including quantitative microbial technology and stabilzer technology platform. The Company will use the technology resources with more effectively and to expand the markets and industries with high growth potential. Global environmental awareness and sustainable agriculture are gradually rising, coupled with soil deterioration and ecological problems, and it is bound to require All Cosmos’s advanced biotechnology and agricultural technology to help improve and maintain the environment. All Cosmos will continue to strive to improve and research effective microbial populations. While continuously creating technologically leading milestones, it will accumulate the experience and integrate all technical resources to provide a solid foundation for the Company’s future market operation strategy.

We hope that we can show our business results to our shareholders with our peers’ efforts and our dedication. We will enbrace the spirit of continuous improvement and maintain a continuous

improvement attitude. Under the cautious efforts of step by step, we will meet up the expectations of the shareholders. Finally, we would like to thanks our partners, sharheolders and hardworking staffs for their long-standing support. I would like to express my sincere gratitude!

All Cosmos Bio-Tech Holding Corporation

Peng, Shih Hao

Attachment II

All Cosmos Bio-Tech Holding Corporation

Examination Report of the Audit Committee

The Board of Directors has prepared this Company’s 2018 business report, financial statements (including consolidated financial statements) and the earnings distribution plan, among which the financial statements (including consolidated financial statement) have been audited by external auditors Chiang Hsun Chen and Cheng Chian Yu of Deloitte & Touche, who have submitted an audit report. The above statements and reports have been examined by the Audit Committee and no irregularities were found. We hereby report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please kindly approve.

To : All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting

Audit Committee

Convener Yung Cheng Yang

Date : March 26, 2019

Attachment III

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders All Cosmos Bio-Tech Holding Corporation

Opinion

We have audited the accompanying consolidated financial statements of All Cosmos Bio-Tech Holding Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Impairment of Trade Receivables

At the end of the reporting period, the balance of net trade receivables (including related parties) of the Group was $808,203 thousand, which amounted to 27% of the Group’s total assets. When assessing the allowance for impairment losses on trade receivables, management took into consideration past default experience of the debtor and an analysis of the debtor’s current financial position. Refer to Notes 4(m), 5(a), and 8 in the consolidated financial statements for the details on the accounting policy, accounting estimation and assumption uncertainty and relevant disclosures of the impairment of accounts receivables. Since the assessment of the expected credit loss rate on trade receivables is subject to management’s judgment, we identified such assessment as a key audit matter.

Our key audit procedures performed in respect of the above mentioned assessment included the following:

We understood management’s assumptions used in assessing the expected credit loss rate and ascertaining the reasonableness of the assumptions;
We sampled the documentation of the aging of trade receivables provided by management to test the accuracy;
We performed our own calculation of the expected credit loss on trade receivables based on the expected credit loss rate provided by management in order to assess the reasonableness of the recognition of the allowance for impairment loss on trade receivables; and
We reviewed the subsequent collections of overdue trade receivables to evaluate the adequacy of the allowance for impairment losses on trade receivables.

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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect 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 Group’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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’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.

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’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 Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group 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 consolidated financial statements for the year ended December 31, 2018 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 Chiang Hsun Chen and Cheng Chuan Yu.

Deloitte & Touche Taipei, Taiwan Republic of China

March 26, 2019

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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Attachment IV

All Cosmos Bio-Tech Holding Corporation. 2018 Earnings Distribution Proposal

	Unit : NT$
Items	Amount
Beginning Balance of Undistributed Earnings	313,957,702
Add : Net Profit for the Period	305,057,856
Less : 10% Legal Reserve	(30,505,786)
Adjustment of retained earnings due to investment using equity method	(269,159)
Add : Revolving the Special Surplus Reserve According to Law	(1,664,118)
Available for Distribution Surplus	586,576,495
Distributable Item
Cash Dividends on Common Shares (NT$ 2.40per share)	(153,681,602)
Closing Balance of Undistributed Earnings	432,894,893

Note :

The amount of dividend is calculated by the number of outstanding shares of 64,034,001 shares as of the latest shareholders register cut off date as at 21 April 2019. The actual distribution rate of dividends will adjusted according to the number of outstanding shares on the cut-off date for distribution of dividends, the total amount of distribution will remain unchanged.
The Cash Dividends of NT$ 153,681,602 (64,034,001 shares x NT$ 2.40) will be distributed from the 2018 annual distributable surplus. The distributed amount will be in round numbers, the remainder will be treated as other income.
After the shareholders’ meeting, the board of directors is authorized to set the EX-date.
If the Company subsequently buys back the shares of the Company, transfers, converts and cancels the treasury shares, or according to the issue and conversion rules to convert the Company Bonds, which affects the amount of shares outstanding, the share allotment and the changes of the dividend yields, the shareholders’ meeting is requested to authorize the board of directors to handle the matter.

Attachment V

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Articles of Association

After Revision	Before Revision	Illustration
50.The following matters shall be specified in the notice of a general meeting, and shall not be proposed as ad hoc motions; material contents of such matters may be uploaded onto the website designated by the TWSE, TPEx or the Company with the address of website indicated in the notice: (a)election or discharge of Directors or supervisors (if any); (b)amendments to the Memorandum of Association and/or these Articles; (c)reduction in share capital of the Company; (d)application for de-registration as a public company; (e)dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spin-off of the Company; (f) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others; (g)the transfer of the whole or any material part of its business or assets; (h)the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company; (i) the private placement of equity-linked securities; (j) granting waiver to the Director’s engaging in any business within the scope of business of the Company; (k)distribution of part or all of its dividends or bonus by way of issuance of new Shares; (l) capitalization of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income,in whole or inpart,byissuing	50.The following matters shall be specified in the notice of a general meeting, and shall not be proposed as ad hoc motions: (a) election or discharge of Directors or supervisors (if any); (b) amendments to the Memorandum of Association and/or these Articles; (c)dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spin-off of the Company; (d)entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others; (e)the transfer of the whole or any material part of its business or assets; (f) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company; (g)the private placement of equity-linked securities; (h)granting waiver to the Director’s engaging in any business within the scope of business of the Company; (i) distribution of part or all of its dividends or bonus by way of issuance of new Shares; (j) capitalization of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by issuing new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them; (k)subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by paying cash to the then Shareholders in	In accordance with the amendments to the Act, add items (c) and (d)

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new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them; (m)subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them; (n)the transfer of Treasury Shares to its employees by the Company; and (o)the Delisting. Subject to the Law and these Articles, the Shareholders may propose matters in a general meeting to the extent of matters as described in the agenda of such meeting.	proportion to the number of Shares being held by each of them; (l) the transfer of Treasury Shares to its employees by the Company;and (m)the Delisting. Subject to the Law and these Articles, the Shareholders may propose matters in a general meeting to the extent of matters as described in the agenda of such meeting.
52.One or moreShareholders holdingin the aggregate ofone percent (1%) or more of the total number of issued Shares immediately prior to the relevant book close period may propose in writingor by way of electronic transmissionto the Company amatterfor discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by the Applicable Listing Rules at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. Any Shareholder(s) whose proposal has been submitted and accepted by the Board, shall continue to be entitled to attend the annual general meeting in person or by proxy or in the case of a corporation, by its authorised representative(s), and participate in the discussion of such proposal. The Boardshall accepta proposal submitted byone or moreShareholders and arrange for the proposal to be discussed at the annual general meeting unless(i) the number of Shares held by suchone or moreShareholders is less than one percent (1%)in aggregateof the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before thegeneral meeting; (ii)the	52.Shareholder~~(s)~~holding one percent (1%) or more of the total number of issued Shares immediately prior to the relevant book close period may propose in writing to the Company a~~proposal~~for discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by the Applicable Listing Rules at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. Any Shareholder(s) whose proposal has been submitted and accepted by the Board, shall continue to be entitled to attend the annual general meeting in person or by proxy or in the case of a corporation, by its authorised representative(s), and participate in the discussion of such proposal. The Board~~may exclude~~a proposal submitted by~~a~~Shareholder~~(s) if~~(i) the number of Shares held by such Shareholder~~(s)~~is less than one percent (1%) of the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before the general meeting; (ii) the proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under the Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter;or(~~iv~~)theproposal is submitted~~after~~		In accordance to the amendment to the Act

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	proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under theLaw or Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter; (iv) the proposal submitted exceeds three hundred words;or (v) the proposal isnot submittedwithinthe specified period determined by the Board;provided, however, that if the proposal submitted is to urge the Company to facilitate the public interest or perform social responsibility, the Board may accept that proposal and arrange for it being discussed at the annual general meeting.The Company shall, prior to the dispatch of a notice of the annual general meeting, inform the Shareholders the result of submission of proposals and list in the notice of annual general meeting the proposals accepted for consideration and approval at the annual general meeting. The Board shall explain at the annual general meeting the reasons for excluding proposals submitted by such Shareholder(s).		the~~expiration of the~~ determined by the Boar~~d,~~
			~~td l hll t~~
			~~reece proposa sa no~~
53A.Any one or more Shareholders holding in aggregate more than half of the total number of the issued Shares of the Company for at least three (3) consecutive months may convene an extraordinary general meeting. The determination of the afore-mentioned holding period and number of Shares shall be based on the Shares held immediately prior to the relevant book close period.			Non	Additional Clause

54A.The Board of Directors or any person who is entitled to convene a general meeting pursuant to Article 53A above or under these Articles may demand the Company or its Shareholders’Service Agent to provide the Register of Members.			Non	Additional Clause

77. When the number of Directors falls below five (5) due to the disqualification or resignation of a Director or any Director ceases to be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general meeting. When the number of Directors falls short by one-third (1/3) of total number of Directors elected at the previous general meeting convened to elect Directors and notwithstanding the actual current number of Directors, an extraordinary general meetingshall be convened within		77. When the number of Directors falls below five (5) due to the disqualification or resignation of a Director or any Director ceases to be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general meeting. When the number of Directors falls short by one- third (1/3) of total number of Directors elected at the previous general meeting convened to elect Directors and notwithstanding the actual current number of Directors, an extraordinary general meetingshall be convened within sixty		Deletion of some text

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sixty (60) days of the occurrence of that (60) days of the occurrence of that fact to fact to hold an election of Directors. hold an election of Directors. If all Directors are re-elected at a general If ~~it is resolved~~ at a general meeting held meeting held prior to the expiration of prior to the expiration of the term of the the term of the current Directors (the current Directors ~~that all Directors shall be~~ " Re-Election "), unless otherwise ~~re-elected with effect immediately after~~ resolved at such general meeting, the ~~the adoption of such resolution~~ (the " Re- term of the existing Directors shall be Election "), unless otherwise resolved at deemed to have expired immediately such general meeting, the term of the prior to the Re-Election. The aforesaid existing Directors shall be deemed to have re-election of all Directors shall be held expired immediately prior to the Rein the general meeting attended by Election. The aforesaid re-election of all Shareholders representing more than fifty Directors shall be held in the general percent (50%) of total issued Shares of meeting attended by Shareholders the Company. representing more than fifty percent (50%) of total issued Shares of the Company. 82B. For so long as the Shares are registered 82B. For so long as the Shares are registered in Deletion of in the Emerging Market or listed in the the Emerging Market or listed in the some text Taipei Exchange or TSE, subject to the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director Applicable Listing Rules, any Director or (other than the Independent Director) or supervisor (if any), who, during his or her supervisor (if any), who, during his or term and in one or more transactions, her term and in one or more transactions, transfers more than fifty percent (50%) of transfers more than fifty percent (50%) the total Shares held by such Director or of the total Shares held by such Director supervisor (as the case may be) at the time or supervisor (as the case may be) at the of his or her appointment or election as time of his or her appointment or election Director or supervisor (as the case may be) as Director or supervisor (as the case being approved at a general meeting (the may be) being approved at a general " Approval Time "), shall be discharged or meeting (the " Approval Time "), shall be vacated from the office of Director or discharged or vacated from the office of supervisor (as the case may be). Director or supervisor (as the case may be). For so long as the Shares are registered in the Emerging Market or listed in the For so long as the Shares are registered Taipei Exchange or TSE, subject to the in the Emerging Market or listed in the Applicable Listing Rules, if any person Taipei Exchange or TSE, subject to the transfers, in one or more transactions, Applicable Listing Rules, if any person more than fifty percent (50%) of the transfers, in one or more transactions, Shares held by him or her at the Approval more than fifty percent (50%) of the Time either (i) during the period from the Shares held by him or her at the Approval Time to the commencement date Approval Time either (i) during the of his or her office as Director or period from the Approval Time to the supervisor (if any), or (ii) during the commencement date of his or her office period when the Register is closed for as Director (other than as an Independent (other than as an Independent transfer of Shares prior to the general Director) or supervisor (if any), or (ii) meeting at which the appointment or during the period when the Register is election of such person as a Director or closed for transfer of Shares prior to the supervisor (if any) will be proposed, his or general meeting at which the her appointment or election as Director or appointment or election of such person as supervisor (if any) shall be null and void.

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director (other than as an Independent (other than as an Independent Director) or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director or supervisor (if any) will be proposed, his or her appointment or election as Director or supervisor (if any) shall be null and void.

A person shall not act as a Director and shall be discharged or vacated from the

A person shall not act as a Director and Deletion of

shall be discharged or vacated from the some taxt and add

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(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)	office of Director, if he or she: committed an organized crime and has been adjudicated guilty by a final judgment,and he has not served the term of the sentence yet, he has not served the full term of the sentence, orthe time elapsed after he has served the full term of the sentence, his term of probation has expired or he has been pardonedis less than five (5) years; has been sentenced to imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, andhe has not served the term of the sentence yet, he has not served the full term of the sentence, or the time elapsed after he has served the full term of such sentence, his term of probation has expired or he has been pardonedis less than two (2) years; has been adjudicated guilty by a final judgment forviolating anti-corruption law,and he has not served the term of the sentence yet, he has not served the full term of the sentence, orthe time elapsed after he has served the full term of such sentence, his term of probation has expired or he has been pardonedis less than two (2) years; becomes bankruptor enters into liquidation process by a court orderand has not been discharged from bankruptcy or liquidation; has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; has no or only limited legal capacity; dies or is found to be or becomes of unsound mind; resigns his office by notice in writing to the Company; becomes subject to the order of commencement of assistance due to incapacity pursuant to relevant Taiwan law and the order has not been revoked; or is removed from office and ceases to be the Director pursuant to these Articles.	office of Director, if he or she: (a) committed an organized crime and has been adjudicated guilty by a final judgment,~~and~~the time elapsed after he has served the full term of the sentence is less than five (5) years; (b) has been sentenced to imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, and the time elapsed after he has served the full term of such sentence is less than two (2) years; (c) has been adjudicated guilty by a final judgment for~~misappropriating company~~ ~~or public funds during the time of his~~ ~~public service,~~and the time elapsed after he has served the full term of such sentence is less than two (2) years; (d) becomes bankrupt and has not been discharged from bankruptcy; (e) has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; (f) has no or only limited legal capacity; (g) dies or is found to be or becomes of unsound mind; (h) resigns his office by notice in writing to the Company; or (i) is removed from office and ceases to be the Director pursuant to these Articles		item (i)
107.	A Director who directly or indirectly has	107. A Director who directly or indirectly has		Insertion of

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personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or
(b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient disclosure of personal interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

To the extent required by Applicable Listing Rules, a Director may not vote for himself or on behalf of other Director in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

Notwithstanding the first paragraph of this Article, if any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board

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personal interest in the matter proposed at sentences the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or
(b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

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	meeting. In the case that a Director's spouse, a blood relative within second degree of kinship or a company which has parent- subsidiary relationship with the Director has personal interest in a matter on agenda for the Board meeting, such Director shall be deemed to have personal interest in that matter.	meeting.
117.The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors: (a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others; (b) the sale or transfer of the whole or any material part of its business or assets; (c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company; (d) the election of Chairman of the Board pursuant to these Articles; (e) the distribution of part or all of the dividends or bonus of the Company by way of cash pursuant to Article 125A; (f) the allocation of Employees' Remunerations and Directors’ Remunerations pursuant to Article 129; and (g) issuance of corporate bonds.		117.The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors: (a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others; (b) the sale or transfer of the whole or any material part of its business or assets; (c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company; (d) the election of Chairman of the Board pursuant to these Articles; (e) the allocation of Employees' Remunerations and Directors’ Remunerations pursuant to Article 129; and (f) issuance of corporate bonds.		Insertion of item (e)
121.The Audit Committee shall at all reasonable times have access toand may make copies ofall books, all accounts and vouchersand documents kept by the Companyrelating thereto; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.		121.The Audit Committee shall at all reasonable times have access to all books ~~kept by the Company and to~~all accounts and vouchers relating thereto; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.		Text Revision
123.	Subject to the Cayman Islands law, any Shareholder(s) holding three percent (1%) or more of the total number of the issued Shares of the Company forsix(6) consecutivemonthsor longer may	123.	Subject to the Cayman Islands law, any Shareholder(s) holding three percent~~(3%~~) or more of the total number of the issued Shares of the Company for~~one~~(~~1)~~ consecutive~~year~~or longer mayrequest in	Additional Clause

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request in writing any Independent Director of the Audit Committee to file a litigation against any Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China. If the Independent Director of the Audit Committee who has been requested by such Shareholder(s) in accordance with the previous paragraph fails or refuses to file such litigation within thirty (30) days after receiving the request by such Shareholder(s), subject to Cayman Islands law, such Shareholder(s) may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.		writing any Independent Director of the Audit Committee to file a litigation against any Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China. If the Independent Director of the Audit Committee who has been requested by such Shareholder(s) in accordance with the previous paragraph fails or refuses to file such litigation within thirty (30) days after receiving the request by such Shareholder(s), subject to Cayman Islands law, such Shareholder(s) may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.
123A.Other than that the Board of Directors is unwilling or unable to convene a general meeting, an Independent Director of the Audit Committee may convene a general meeting for the interest of the Company when necessary.		Non	Additional Clause

125A.	Notwithstanding the preceding Article (125), the Directors may distribute part or all of the dividends or bonus by way of cash with the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two- thirds (2/3) of all Directors, and report the aforementioned distribution to the Shareholders at the next general meeting.	Non	Additional Clause
		Non	Additional Clause

130B.	A proposal of the distribution of earnings or off-set of losses for the previous half of the financial year, together with the business report and financial statements, shall be first reviewed by the Audit Committee and then be submitted to the Board of Directors for approval.	Non	Additional Clause

130C.	Before the Company distributes earnings in accordance with Article 130B, it shall make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations, offset cumulative losses (if any) and set aside Legal Reserve pursuant to the Applicable	Non	Additional Clause

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	Listing Rules unless the accumulated amount of such Legal Reserve equals to the total paid-up capital of the Company.
130D.	The Company may distribute earnings by way of issuance of new Shares in accordance with Article 130B approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. The Company may distribute earnings in the form of cash dividends in accordance with Article 130B by the approval of the Board of Directors pursuant to Article 125A.	Non	Additional Clause

130E.	The distribution of earnings or off-set of losses by the Company in accordance with the preceding four Articles shall be based on the financial statements audited or reviewed by certified public accountant(s).	Non	Additional Clause

148. The Board shall keep at the office of its Shareholders’ Service Agent in Taiwan copies of the Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of corporate bonds issued by the Company. Any Shareholder may request, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect and to make copies of the foresaid Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of the corporate bonds issued by the Company.The Company shall cause its Shareholders’Service Agent to provide the aforesaid documents.		148. The Board shall keep at the office of its Shareholders’ Service Agent in Taiwan copies of the Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of corporate bonds issued by the Company. Any Shareholder may request, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect and to make copies of the foresaid Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of the corporate bonds issued by the Company.	Text Revision
CORPORATE SOCIAL RESPONSIBILITY 159. For the purpose of performing corporate social responsibility, the Company shall follow the applicable laws, regulations and business ethics in operating its businesses and may conduct practices to facilitate public interests		Non	Additional Clause
159.

Attachment VI

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amended Procedures Governing the Acquisition of Disposal of Assets

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Article 1 Purpose To establish these procedures for the purpose of strengthening the company’s assets management, protecting the investment and implement the information disclosure. These Procedures are adopted pursuant to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Related to laws or regulations shall be referred to if these procedures have any unclear matters. Provisions are made. However, if there are other provisions in relevant financial decrees, the provisions shall be followed. Banks, insurance companies, ticket and bond financial companies, securities dealers, futures dealers and leveraged dealers who engage in derivative commodity trading or derivative commodity trading shall be exempted from the provisions of Article 12 of this procedure in accordance with the provisions of other laws and regulations applicable to their businesses.	Article 1 Purpose To establish these procedures for the purpose of strengthening the company’s assets management, protecting the investment and implement the information disclosure. These Procedures are adopted pursuant to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Related to laws or regulations shall be referred to if these procedures have any unclear matters.	In accordance to the amendment to the Act
Article 2 Scope of the Assets `1.` Investments in shares, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. `2.` Real property and other fixed assets. (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment `3.` Memberships. `4.` Including patents, copyrights, trademarks, franchise rights, and other intangible assets. `5.` Right of Use Asset `6.` Claims of financial institutions (including receivables,billspurchased and discounted,	Article 2 Assets Range `1.` Investments in shares, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset- backed securities. `2.` Real property and other fixed assets. (including land, houses and buildings, investment property, rights to use land, and construction enterprise inventory) and equipment `3.` Memberships. `4.` Including patents, copyrights, trademarks, franchise rights, and other intangible assets. `5.` Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables)	In accordance to the amendment to the Act

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loans, and overdue receivables) `7.` Derivatives. `8.` Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with acts of law. `9.` Other major assets.	`6.` Derivatives. `7.` Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with acts of law. `8.` Other major assets.
Article 3 Noun definitions 1. “Derivatives”: Refers to the value of a particular interest rate, the price of Financial Instruments, the price of commodities. Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes, price or rate, credit rating or any relevant credit index or similar variables or other interests. The Combination of the above contracts, or the combination contracts or structured goods embedded in the derivatives. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales)(Commodities) agreements. 2. "Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with acts of law": Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act and other acts, or to transfer of shares [from another company] through issuance of new shares of its own as the consideration therefore (hereinafter “transfer of shares”) under Article 156-3 of the Company Act. 3. “Related party”: As defined in Statement of Financial Accounting Standards No. 6 published by the ROC Accounting Research and Development Foundation (hereinafter "ARDF"). 4. “Subsidiary”: As defined in Statements of Financial Accounting Standards Nos. 5 and 7 published by the ARDF. 5. “Professional appraiser”: Refers to a real estate appraiser or other person duly authorized by an act of law to engage in the value appraisal of real estate or other fixed assets. 6. “Date of occurrence”: Refers to the date of contract signing, date of payment, date of consignment trade,date of transfer,dates of	Article 3 Noun definitions 1. “Derivatives”: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term “forward contracts” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. 2. "Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with acts of law": Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act and other acts, or to transfer of shares [from another company] through issuance of new shares of its own as the consideration therefore (hereinafter “transfer of shares”) under Article 156-6 of the Company Act. 3. “Related party”: As defined in Statement of Financial Accounting Standards No. 6 published by the ROC Accounting Research and Development Foundation (hereinafter "ARDF"). 4. “Subsidiary”: As defined in Statements of Financial Accounting Standards Nos. 5 and 7 published by the ARDF. 5. “Professional appraiser”: Refers to a real estate appraiser or other person duly authorized by an act of law to engage in the value appraisal of real estate or other fixed assets. 6. “Date of occurrence”: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the Competent Authorityis

After Revision Before Revision Illustration boards of directors resolutions, or other date required, the earlier of the above date or that can confirm the counterpart and the date of receipt of approval by the monetary amount of the transaction, Competent Authority shall apply. whichever date is earlier; provided, for 7. “Within one year”: refers to the year investment for which approval of the preceding the base date of occurrence of Competent Authority is required, the earlier the current transaction. of the above date or the date of receipt of 8. “Most recent period financial statements”: approval by the Competent Authority shall financial statements of the issuing apply. company for the most recent period 7. “Within one year”: refers to the year certified or reviewed by a certified public preceding the base date of occurrence of the accountant before acquisition or disposal current transaction. of assets.

“Most recent period financial statements”: financial statements of the issuing company for the most recent period certified or reviewed by a certified public accountant before acquisition or disposal of assets. 9. Investments as professionals refer to financial holding companies, banks, insurance companies, ticket and securities financing companies, trust companies, securities dealers, futures dealers, securities investment trusts, securities investment consultants and fund management companies established by law and managed by local financial authorities. 10. Stock exchanges: domestic stock exchanges refer to Taiwan Stock Exchange Co., Ltd. and foreign stock exchanges refer to any organized stock exchange market managed by the securities authorities of the country. 11. Business premises of securities firms: Domestic business premises of securities firms refer to those places where securities firms set up special counters to conduct transactions in accordance with the regulations governing the sale and purchase of securities at their business premises; foreign business premises of securities firms refer to those financial institutions which are managed by foreign securities authorities and are permitted to operate securities business.

Article 5

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant opinions, attorney’s opinions, or underwriter's opinions shall not be a related party of any party to the transaction.

Article 5

accordance Professional appraisers and their officers, to the certified public accounts, attorneys, and amendment securities underwriters that provide public to the Act companies with appraisal reports, certified public accountant opinions, attorney’s opinions, or underwriter's opinions shall not be a related party of any party to the transaction.

Lawyers or securities underwriters shall comply with the following provisions:

No one shall violate this Law, the Company Law, the Banking Law, the Insurance Law, the Financial Holding Company Law or the

After Revision	Before Revision	Illustration
Commercial Accounting Law, or who commits fraud, breach of trust, embezzlement, forgery of documents or criminal acts in business, has been declared to be sentenced to fixed-term imprisonment of more than one year. However, if the execution has been completed, the probation period has expired or the pardon has expired for three years, this limit shall not apply. 2. The case where the parties to the transaction are not related persons or substantive persons. 3. If a company should obtain the valuation reports of more than two professional evaluators, the different professional evaluators or evaluators shall not be related to each other or have substantial relationship with each other. When issuing a valuation report or opinion, the personnel referred to in the preceding paragraph shall deal with the following matters: 3.1. Before accepting a case, one should carefully assess one's professional competence, practical experience and independence. 3.2. When examining and verifying a case, appropriate operational procedures shall be properly planned and executed to form conclusions and to issue reports or opinions thereon; and the procedures, data collection and conclusions to be carried out shall be detailed in the working draft of the case. 3.3 The completeness, correctness and reasonableness of the data sources, parameters and information used shall be evaluated one by one as the basis for the issuance of evaluation reports or opinions. 3.4 Declarations shall include the professionalism and independence of the relevant personnel, the rationality, correctness and compliance of the information used in the assessment.

After Revision

Article 6 Decision and Authorization Level

Pursuant to the management procedures or other laws and regulations, the acquisition or disposal of assets by the company shall be submitted to the Audit Committee for its approval, and shall be passed through Board Meeting and be submitted them for approval by a General Meeting. The same shall apply to any amendment to the procedures. Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to Audit Committee. Where the position of Independent Director has been established in accordance with the provisions of the Act, when the acquisition or disposal of assets are submitted for discussion by the Board Meeting, the board of directors shall take into full consideration each independent director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board Meeting.

Where an audit committee has been established in accordance with the provisions of the Act, the acquisition or disposal of major assets and derivatives shall be approved by more than half of all Audit Committee members and submitted to the board resolution.

If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board Meeting.

The terms “all Audit Committee members” in paragraph 3 and “all Directors” in the preceding paragraph shall be calculated as the actual number of persons currently holding those positions.

Before Revision Illustration Text Article 6 Decision and Authorization Level Revision Pursuant to the management procedures or other laws and regulations, the acquisition or disposal of assets by the company shall be submitted to the Audit Committee for its approval, and shall be passed through Board Meeting and be submitted them for approval by a General Meeting. The same shall apply to any amendment to the procedures. Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to Audit Committee.

Article 6 Decision and Authorization Level

Where the position of Independent Director has been established in accordance with the provisions of the Act, when the acquisition or disposal of assets are submitted for discussion by the Board Meeting, the board of directors shall take into full consideration each independent director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board Meeting.

The terms “all Audit Committee members” in paragraph 3 and “all Directors” in the preceding paragraph shall be calculated as the actual number of persons currently holding those positions.

Article 7 Procedures for the Acquisition of Disposal of Real Estste or Other Assets

Management

(1) ~ (3) pass (4) Appraisal Report of Real Property or Other Fixed Assets In acquiring or disposing real property or other fixed assets or equipment or usufruct assets or

Article 7 Procedures for the Acquisition of

Disposal of Real Estste or Other Assets

Management

(1) ~ (3) pass (4) Appraisal Report of Real Property or Other Fixed Assets In acquiring or disposing real property or other fixed assets where the transaction amount

In accordance to the amendment to the Act

After Revision Before Revision Illustration where the transaction amount reaches 20% of the reaches 20% of the company's paid-in capital company's paid-in capital or NT$300 million or NT$300 million (equal to MR$34,830,000, (equal to MR$34,830,000, as the current exchange as the current exchange rate) or more, the rate) or more, the company, unless transacting with company, unless transacting with a a government agency, engaging others to build on government agency, engaging others to build its own land, engaging others to build on rented on its own land, engaging others to build on land, or acquiring or disposing of business rented land, or acquiring or disposing of machinery and equipment or right of use assets business machinery and equipment, shall within the country, shall obtain an appraisal report obtain an appraisal report in advance from a in advance from a professional appraiser before professional appraiser before the date of the the date of the occurrence and shall further comply occurrence and shall further comply with the with the following provisions: following provisions: 4.1Where due to special circumstances it is 4.1 Where due to special circumstances it is necessary to give a limited price, specified necessary to give a limited price, specified price, or special price as a reference basis for price, or special price as a reference basis the transaction price, the transaction shall be for the transaction price, the transaction submitted for approval in advance by the shall be submitted for approval in advance board of directors, and the same procedure by the board of directors, and the same shall be followed for any future changes to procedure shall be followed for any future the terms and trading conditions of the changes to the terms and trading transaction. conditions of the transaction. 4.2 Where the transaction amount is NT$1 billion 4.2 Where the transaction amount is NT$1 (equal to MR$100,000,000, as the current billion (equal to MR$100,000,000, as the exchange rate) or more, appraisals from two current exchange rate) or more, appraisals or more professional appraisers shall be from two or more professional appraisers obtained. shall be obtained. 4.3 Where any one of the following 4.3 Where any one of the following circumstances applies with respect to the circumstances applies with respect to the professional appraiser's appraisal results, professional appraiser's appraisal results, except in the case when the appraisal results except in the case when the appraisal of acquiring an asset are higher than the results of acquiring an asset are higher transaction amount, or when the appraisal than the transaction amount, or when the results of disposing an asset are lower than appraisal results of disposing an asset are the transaction amount, a certified public lower than the transaction amount, a accountant shall be engaged to perform the certified public accountant shall be appraisal in accordance with the provisions engaged to perform the appraisal in of Statement of Auditing Standards No. 20 accordance with the provisions of published by the ARDF and render a specific Statement of Auditing Standards No. 20 opinion regarding the reason for the published by the ARDF and render a discrepancy and the appropriateness of the specific opinion regarding the reason for transaction price: the discrepancy and the appropriateness of 4.3.1 The discrepancy between the appraisal the transaction price:

4.3.1 The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
4.3.2 The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

4.3.1 The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. 4.3.2 The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

After Revision Before Revision Illustration 4.4 Real estate or equipment valuation report 4.4 Real estate or equipment valuation report The company obtains or disposes of immovable The company obtains or disposes of property or equipment, in addition to obtaining or immovable property or equipment, in addition disposing of assets through a court auction to obtaining or disposing of assets through a procedure, replacing the appraisal report or court auction procedure, replacing the Certified Public Accountant’s opinions with the appraisal report or Certified Public certification documents issued by the court, except Accountant’s opinions with the certification for transactions with government body, documents issued by the court, except for construction of local committees, and renting of transactions with government body, prefectural committees. In addition to the construction of local committees, and renting construction or acquisition or disposal of of prefectural committees. In addition to the equipment for business use, if the transaction construction or acquisition or disposal of amount reaches 20 percent of the company's paidequipment for business use, if the transaction in capital or NT$300 million or more, a valuation amount reaches 20 percent of the company's report issued by a professional valuer shall be paid-in capital or NT$300 million or more, a obtained before the factual occurrence date and valuation report issued by a professional meet the following requirements: valuer shall be obtained before the factual Where the company acquires or disposes of occurrence date and meet the following assets through court auction procedures, the requirements: evidentiary documentation issued by the court Where the company acquires or disposes of may be substituted for the appraisal report or assets through court auction procedures, the CPA opinion. evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion. Article 9 Procedures for Related Party Article 9 Procedures for Related Party In Transactions Transactions accordance (1) pass (1) pass to the (2) Evaluatio (2) Evaluation and Operating Procedures: amendment n and Operating Procedures: The company obtains or disposes of to the Act The company obtains or disposes of immovable immovable property to related parties or property to related parties or acquires or disposes acquires or disposes other assets other than other assets other than immovable assets or its immovable assets with related parties, and the usufruct assets with related parties, and the transaction amount reaches 20 percent of the transaction amount reaches 20 percent of the company's paid-up capital, 10 percent of total company's paid-up capital, 10 percent of total assets, or NT$300 million. In addition to the assets, or NT$300 million within the Country. In above, in addition to buying and selling addition to the above, in addition to buying and government bonds, bonds with repurchased selling government bonds, bonds with repurchased bonds, conditions for repurchase, and bonds, conditions for repurchase, and purchases or purchases or repurchase of money market repurchase of money market funds issued by funds issued by domestic securities investment domestic securities investment trusts, the trusts, the following materials should be following materials should be submitted to the submitted to the board of directors for board of directors for approval and the supervisors approval and the supervisors must must acknowledge them before signing. acknowledge them before signing.

The transaction contract and the payment amount, and the calculation of the transaction amount shall be handled in accordance with the provisions of paragraph (8) of Article 14 (1), and shall be traced back on the basis of the date of occurrence of the transaction in one year. One year's calculations have been submitted to the board of directors and the supervisor recognizes that the part of the processing procedure is no longer counted towards:

After Revision Before Revision Illustration processing procedure is no longer counted towards:
2.1The purpose, necessity and anticipated benefits 2.1The purpose, necessity and anticipated
of the asset acquisition or disposal. benefits of the asset acquisition or
2.2 The reason for choosing the Related Party as disposal.
the trading counterparty. 2.2 The reason for choosing the Related Party
2.3 In acquiring or disposing real property or its as the trading counterparty.
usufruct assets from a Related Party shall 2.3 In acquiring or disposing real property
comply with the relevant information from a Related Party shall comply with
regarding appraisal of the reasonableness of the relevant information regarding
the preliminary transaction terms in appraisal of the reasonableness of the
accordance with the provisions of preliminary transaction terms in
subparagraphs 1 to 4 and 6 of paragraph 3 of accordance with the provisions of
this Article. subparagraphs 1 to 4 and 6 of paragraph 3
2.4 The date and price at which the Related Party of this Article. originally acquired the real property, the 2.4 The date and price at which the Related
original counterparty and the trading Party originally acquired the real
counterparty’s relationship with the company property, the original counterparty and
and the Related Party. the trading counterparty’s relationship
2.5 Monthly cash flow forecasts for the year with the company and the Related Party.
commencing from the month of anticipated 2.5 Monthly cash flow forecasts for the year
signing of the contract and evaluation of the commencing from the month of
necessity of the transaction and anticipated signing of the contract and
reasonableness of the use of proceeds. evaluation of the necessity of the
2.6 Obtain an appraisal report in advance from a transaction and reasonableness of the use professional appraiser or engage a certified of proceeds.
public accountant to render an opinion 2.6 Obtain an appraisal report in advance from
pursuant to the preceding paragraph. a professional appraiser or engage a
2.7 Restrictive and other important stipulations certified public accountant to render an
associated with the transaction. opinion pursuant to the preceding paragraph.
The method for calculating the preceding 2.7 Restrictive and other important transaction amount shall comply with the stipulations associated with the Article 7. transaction.

In acquiring or disposing of business machinery and equipment between the company and its subsidiaries or between each of its subsidiaries, or their subsidiaries directly or indirectly holding 100% of the total issued shares or capital, engage in the following transactions with each other, the Board of Directors may first authorize the Managing Director to execute within a certain amount in accordance with the provisions of Subparagraph 3, Paragraph 1 of Article 7 of the “Regulations Governing the Acquisition or Disposition of Assets by Public Companies”, and shall report at the most recent meeting of the Board of Directors for ratification:

To acquire or dispose of equipment for business use or assets of its right to use.
To acquire or dispose of the assets of the

The method for calculating the preceding transaction amount shall comply with the Article 7.

In acquiring or disposing of business machinery and equipment between the company and its subsidiaries or between each of its subsidiaries, the Board of Directors may first authorize the Managing Director to execute within a certain amount in accordance with the provisions of Subparagraph 3, Paragraph 1 of Article 7 of the “Regulations Governing the Acquisition or Disposition of Assets by Public Companies”, and shall report at the most recent meeting of the Board of Directors for ratification.

Where the position of Independent Director has been established in

After Revision Before Revision Illustration right to the use of immovable property for accordance with the provisions of the business use. Act, when the procedures are submitted Where the position of Independent Director for discussion by the Board of Directors, has been established in accordance with the the Board of Directors shall take into full consideration each Independent provisions of the Act, when the procedures Director’s opinions. If an Independent are submitted for discussion by the Board of Director objects to or expresses Directors, the Board of Directors shall take reservations about any matter, it shall be into full consideration each Independent recorded in the minutes of the Board Director’s opinions. If an Independent Meeting. Director objects to or expresses reservations about any matter, it shall be recorded in the Where an Audit Committee has been minutes of the Board Meeting. established in accordance with the

Where an Audit Committee has been established in accordance with the provisions of the Act, and the provisions of the information shall be recognized by the Supervisors, when the procedures are adopted or amended they shall be approved by more than half of all Audit Committee members and submitted to the board resolution.

If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board Meeting.

The terms “all Audit Committee members” and “all Directors” in the preceding shall be calculated as the actual number of persons currently holding those positions.

(3) Assess the Reasonableness of Transaction Costs
(3) Assess the Reasonableness of Transaction Costs

3.1 The company acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means:

3.1. The company acquires real property or its usufruct assets from a related party shall evaluate the reasonableness of the transaction costs by the following means:

Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer in accordance with the law. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it
Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer in accordance with the law. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum nonfinancial industry lending rate announced by the

After Revision Before Revision Illustration Ministry of Finance. may not be higher than the 2. Total loan value appraisal from a maximum non-financial industry financial institution where the related party has previously created a mortgage on the property as lending rate announced by the security for a loan; provided, the actual Ministry of Finance. cumulative amount loaned by the financial institution shall have been 70% or more of the 2. Total loan value appraisal from a financial institution's appraised loan value of the financial institution where the related property and the period of the loan shall have been one year or more. However, this shall not party has previously created a apply where the financial institution is a related mortgage on the property as security party of one of the trading counterparties. for a loan; provided, the actual cumulative amount loaned by the 3.2 Where land and structures thereupon are financial institution shall have been combined as a single property purchased or lease 70% or more of the financial in one transaction, the transaction costs for the institution's appraised loan value of land and the structures may be separately the property and the period of the appraised in accordance with either of the means loan shall have been one year or listed in the preceding paragraph. more. However, this shall not apply where the financial institution is a 3.3 The company acquires real property or its usufruct assets from a related party and appraises related party of one of the trading the cost of the real property in accordance with counterparties.

3.3 The company acquires real property or its usufruct assets from a related party and appraises the cost of the real property in accordance with the provisions of subparagraphs 1 and 2 of paragraph 3 of this Article shall also engage a CPA to check the appraisal and render a specific opinion.

3.2 Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

(4) ~ (5) pass

(6) The company shall also comply with the provisions of paragraph 2 of this Article when acquiring real property or its usufruct assets from a Related Party, and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of subparagraphs 1 to 3 of paragraph 3 of this Article do not apply:

3.3 The company acquires real property from a related party and appraises the cost of the real property in accordance with the provisions of subparagraphs 1 and 2 of paragraph 3 of this Article shall also engage a CPA to check the appraisal and render a specific opinion.

1.The related party acquired the real property or its usufruct assets through inheritance or as a gift.

(4) ~ (5) pass

2.More than five years will have elapsed from the time the related party signed the contract to obtain the real property or its usufruct assets to the signing date for the current transaction.

(6) The company shall also comply with the provisions of paragraph 2 of this Article when acquiring real property from a Related Party, and one of the following circumstances exists, the acquisition shall be conducted in accordance with the provisions of subparagraphs 1 to 3 of paragraph 3 of this Article do not apply:

3.The real property is acquired through signing of a joint development contract with the related party. 4. The Company and its subsidiaries, or its subsidiaries directly or indirectly holding 100% of

After Revision	Before Revision	Illustration
the issued shares or total capital, acquire real estate usufruct assets for business use. (7) pass	1. The related party acquired the real property through inheritance or as a gift. 2. More than five years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. (7) pass
Article 10 Procedures for the Acquisition or Disposal of Memberships or Intangible Assets (1) ~ (3) pass (4) The expert evaluation report on membership card or intangible assets 1. If the company acquires or disposes of a membership card with a transaction amount of one percent of the paid-in capital or NT$3 million or more, it shall request the expert to issue a valuation report. 2. If the company acquires or disposes of intangible assets with a transaction amount of 10% of the paid-in capital or NT$20 million or more, it should request an expert to issue a valuation report. 3. If the company acquires or disposes of a membership card or its right to use assets or membership cards or an intangible asset whose transaction amount of 20% of the company’s paid- up capital or more than NT$300 million, it shall, in addition to dealings with government body, the Certified Public Accountant should declare opinion on the reasonableness of price before the occurrence date and the accountant shall comply with the stipulation of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. (“Omitted below”)	Article 10 Procedures for the Acquisition or Disposal of Memberships or Intangible Assets (1) ~ (3) pass (4) The expert evaluation report on membership card or intangible assets 1. If the company acquires or disposes of a membership card with a transaction amount of one percent of the paid-in capital or NT$3 million or more, it shall request the expert to issue a valuation report. 2. If the company acquires or disposes of intangible assets with a transaction amount of 10% of the paid-in capital or NT$20 million or more, it should request an expert to issue a valuation report. 3. If the company acquires or disposes of a membership card or an intangible asset whose transaction amount of 20% of the company’s paid-up capital or more than NT$300 million, it shall, in addition to dealings with government body, the Certified Public Accountant should declare opinion on the reasonableness of price before the occurrence date and the accountant shall comply with the stipulation of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. (“Omitted below”)	In accordance to the amendment to the Act

After Revision Before Revision Illustration Article 12 Procedures for the Acquisition of Article 12 Procedures for the Acquisition of In Disposal of Derivatives Disposal of Derivatives accordance (1) ~ (2) pass (1) ~ (2) pass to the (3) Internal Audit System (3) Internal Audit System amendment 1. The Internal Auditor shall periodically make a 1. The Internal Auditor shall periodically make to the Act determination of the suitability of internal controls a determination of the suitability of internal on derivatives and conduct a monthly audit of how controls on derivatives and conduct a monthly faithfully derivatives’ trading by the trading audit of how faithfully derivatives’ trading by department adheres to the procedures for engaging the trading department adheres to the in derivatives trading, and prepare an audit report. procedures for engaging in derivatives trading, If any material violation is discovered, Audit and prepare an audit report. If any material Committee shall be notified in writing. violation is discovered, Audit Committee shall be notified in writing. If an independent director has been set up in accordance with the provisions of the Securities 2. Internal Auditor according to the provisions and Exchange Law, he shall notify the auditors of of the Competent Authority, should report the the matters mentioned in the preceding paragraph internal audit report and annual in writing. implementation conditions before end of February in the following year, and also report 2. Internal Auditor according to the provisions of the improvement conditions of abnormal the Competent Authority, should report the matters before end of May in the following internal audit report and annual implementation year to Competent Authority for future conditions before end of February in the following reference. year, and also report the improvement conditions of abnormal matters before end of May in the (“Omitted below”) following year to Competent Authority for future reference. (“Omitted below”) Article 14 Information Disclosure Procedures Article 14 Information Disclosure Procedures In (1) Should declare the declared project and (1) Should declare the declared project accordance the announcement application standard. and the announcement application standard. to the 1.1 Obtaining or disposing of immovable property 1.1 Obtaining or disposing of immovable amendment or its usufruct assets from related parties or property from related parties or obtaining or to the Act obtaining or disposing of other asset or its usufruct disposing of other asset from related parties, assets from related parties, and the transaction and the transaction amount of 20 percent of amount of 20 percent of the company's paid-up the company's paid-up capital, 10 percent of capital, 10 percent of total assets or NT$300 total assets or NT$300 million and above. million and above. However, the purchase and sale However, the purchase and sale of government of government bonds, bonds with repurchased bonds, bonds with repurchased terms and terms and conditions for repurchase, and purchases conditions for repurchase, and purchases or or repurchase of money market funds issued by repurchase of money market funds issued by domestic securities investment trusts shall not domestic securities investment trusts shall not apply. apply. 1.2 Execute merger, split, acquisition or share 1.2 Execute merger, split, acquisition or share transfer. transfer. 1.3 Loss of trading of derivative products is 1.3 Loss of trading of derivative products is subject to the total or individual contract loss limit subject to the total or individual contract loss set out in the prescribed processing procedures. limit set out in the prescribed processing 1.4 The types of assets or its usufruct assets procedures. 1.4 The types of assets acquired or disposed of acquired or disposed of are equipment for business are equipment for business use, and their use, and their transactions are not related parties, transactions are not related parties, and the transaction amount is NT$500 million or and the transaction amount is NT$500 million or more. more. 1.5 When the company operates a construction 1.5 When the company operates a construction business, it acquires or disposes of real estate for construction and use, and its transaction

After Revision

business, it acquires or disposes of real estate or its usufruct assets for construction and use, and its transaction partner is not a related party, and the transaction amount reaches more than NT$500 million. Additionally, the paid-in capital amounted to more than NT$100 million, and the real estate in the self-built and completed case was disposed of, and the trading object was not the person concerned, and the trading amount amounted to NT$1 billion or more.

1.6 The real estate is acquired by way of selfbuilding, lease construction, sub-house building, share building, and joint construction sub-sale and is not a related party transaction. The company expects to invest more than NT$500 million in transactions.

1.7 In addition to asset transactions other than those in the previous six paragraphs, financial institutions disposing of claims or investing in mainland China, the transaction amounts to 20 percent of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not limited:

Buying and selling public debt within the country.
Buying and selling bonds with conditions for buying back and selling back, buying or buying back money market funds issued by domestic securities investment trusts.

1.8 The calculation method for this transaction amount is as follows, and within one year with the said period, based on the date of occurrence of the transaction, retroactively extrapolated for one year, and the part announced in accordance with the provisions will not be counted.

The amount of each transaction.
Accumulate within one year the amount of the transaction with the same nature to obtain or dispose of the same landmark.

3.Accumulated gains or dispositions (acquisition, disposition accumulate separately) of the amount of real estate or its usufruct assets of the same development plan within one year.

4.The amount of the same marketable securities that is accumulated or disbursed (acquired, accumulated separately) within one year.

(2) pass

(3) Announcement Procedure

3.1 The company should submit the relevant information on the designated website for declaration.

Before Revision partner is not a related party, and the transaction amount reaches more than NT$500 million.

1.6 The real estate is acquired by way of selfbuilding, lease construction, sub-house building, share building, and joint construction sub-sale. The company expects to invest more than NT$500 million in transactions.

1.7 In addition to asset transactions other than those in the previous paragraphs, financial institutions disposing of claims or investing in mainland China, the transaction amounts to 20 percent of the company’s paid-in capital or NT$300 million or more. However, the following circumstances are not limited:

Buying and selling public debt.
Buying and selling bonds with

conditions for buying back and selling back, buying or buying back money market funds issued by domestic securities investment trusts.

The amount of each transaction.
Accumulate within one year the amount of the transaction with the same nature to obtain or dispose of the same landmark.
Accumulated gains or dispositions (acquisition, disposition accumulate separately) of the amount of real estate of the same development plan within one year.

4.The amount of the same marketable securities that is accumulated or disbursed (acquired, accumulated separately) within one year.

(2) pass

(3) Announcement Procedure

3.1 The company should submit the relevant information on the designated website for declaration.

3.2 The company shall, on a monthly basis, enter the information disclosure in the designated website before the tenth day of each month in the form prescribed by the company and its subsidiaries that are not publicly available in the country as of the end of last month.

Illustration

After Revision Before Revision Illustration 3.2 The company shall, on a monthly basis, enter 3.3 If the company is required to announce the information disclosure in the designated that the project should be corrected when there website before the tenth day of each month in the are any errors or omissions in the announcement, the company shall make a reform prescribed by the company and its announcement announcement of all the subsidiaries that are not publicly available in the projects within two days from the date of the country as of the end of last month. acknowledge. 3.4 When the company acquires or disposes of 3.3 If the company is required to announce that the assets, it should keep the relevant contracts, project should be corrected when there are any minutes, memorandum, valuation reports, errors or omissions in the announcement, the accountants, lawyers, or securities company shall make a re-announcement underwriters' opinions in the company, and announcement of all the projects within two days keep it for at least five years unless otherwise from the date of the acknowledge. provided by other laws. 3.4 When the company acquires or disposes of 3.5 After the company has announced the assets, it should keep the relevant contracts, transaction in accordance with the provisions minutes, memorandum, valuation reports, of this article, if one of the following accountants, lawyers, or securities underwriters' circumstances occurs, the relevant information opinions in the company, and keep it for at least five years unless otherwise provided by other laws. shall be reported to the designated website 3.5 After the company has announced the within 2 days from the date of the fact:

3.4 When the company acquires or disposes of assets, it should keep the relevant contracts, minutes, memorandum, valuation reports, accountants, lawyers, or securities underwriters' opinions in the company, and keep it for at least five years unless otherwise provided by other laws.

3.5 After the company has announced the transaction in accordance with the provisions of this article, if one of the following circumstances occurs, the relevant information shall be reported to the designated website within 2 days from the date of the fact:

The relevant contract signed in the original transaction has been changed, terminated or cancelled.
Mergers, splits, acquisitions, or share transfers are not completed on a contractual schedule.
The relevant contract signed in the original transaction has been changed, terminated or cancelled.
The content of the original announcement has been changed.
Mergers, splits, acquisitions, or share transfers are not completed on a contractual schedule.
The content of the original announcement has been changed.

Attachment VII

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Operating Procedures Governing Lending of Funds

After Revision Before Revision Illustration
B) Borrowers and the assessment criteria B) Borrowers and the assessment criteria In According to Article 15 of "The Company Act", the According to Article 15 of "The Company accordance company cannot loan to shareholders or any other Act", the company cannot loan to to the parties except under the following circumstances: shareholders or any other parties except under amendment 1. Businesses with which the company has business the following circumstances: to the Act dealings. The term "business dealings" mentioned 1. Businesses with which the company has above refers to purchases or sales of inventory. For business dealings. The term "business loans granted to facilitate business dealings, dealings" mentioned above refers to determine whether the amount is equivalent to the purchases or sales of inventory. For loans underlying business transaction. granted to facilitate business dealings,
1. The amount of loans to companies with short-term determine whether the amount is liquidity needs must not exceed 40% of the lender’s equivalent to the underlying business net value. Loans to each individual Company transaction. cannot exceed 20%. 2. The amount of loans to companies with (1) The duration of "short-term" mentioned above short-term liquidity needs must not exceed refers to a period of one year or one business 40% of the lender’s net value. Loans to cycle (whichever is longer). each individual Company cannot exceed
(2) The "amount of loans" refers to the cumulative 20%. balance of short-term capital lent by the (1) The duration of "short-term" company. mentioned above refers to a period of
(3) Loans granted for short-term liquidity needs are one year or one business cycle permitted only under the following (whichever is longer). circumstances; the reasons for lending must also (2) The "amount of loans" refers to the be provided. An external credit assessor may be cumulative balance of short-term commissioned if necessary to check borrower's capital lent by the company.
(3) Loans granted for short-term liquidity needs are permitted only under the following circumstances; the reasons for lending must also be provided. An external credit assessor may be commissioned if necessary to check borrower's credit:
a. When short-term lending is needed to facilitate business transactions.
(3) Loans granted for short-term liquidity needs are permitted only under the following circumstances; the reasons for lending must also be provided. An external credit assessor may be commissioned if necessary to check borrower's credit:
b. When other companies are in need of short-term financing for material purchases or for working capital.

c. Other circumstances approved by the company's Board of Directors.

a. When short-term lending is needed to facilitate business transactions.
b. When other companies are in need of short-term financing for material purchases or for working capital.

The company's direct and indirect holding of 100% of the voting shares of foreign companies engaged in capital lending, or the company's direct and indirect holding of 100% of the voting shares of foreign companies engaged in capital lending to the public issuing company, is not subject to the restrictions of paragraph 2 of the first paragraph.

c. Other circumstances approved by the company's Board of Directors.

In E) Loan execution and review procedures E) Loan execution and review procedures accordance 1~2 pass 1~2 pass to the 3. All information stated above is required to be 3. All information stated above is required to amendment to the Act approved by Head of Division and Chief Executive be approved by Head of Division and Chief Officer, and must be approved by the Board of Executive Officer, and must be approved by Directors before proceeding If an independent the Board of Directors before proceeding. director has any objections or reservations, he shall The approval authority cannot be delegated state them in the proceedings of the board of to any other party. If the company has

directors. The approval authority cannot be delegated to any other party. If the company has Independent Directors in place, the opinions of the Independent Directors must be fully taken into consideration. Any pros and cons of opinions made by Independent Directors must be shown in the Board of Directors meeting minutes.The company has set up an audit committee to formulate or amend the operating procedures for Management of Loans to others, which shall be agreed by more than one-half of all members of the audit committee and submitted to the board of directors for a resolution, and shall not apply the third provision. If the preceding paragraph has not been agreed by more than one-half of all the members of the Board of Auditors, the consent of more than two-thirds of the directors of the Board of Auditors shall prevail, and the resolution of the Board of Auditors shall be set forth in the proceedings of the Board of Directors. All members and directors of the Audit Committee referred to in the preceding paragraph shall be calculated by the actual incumbent.

Independent Directors in place, the opinions of the Independent Directors must be fully taken into consideration. Any pros and cons of opinions made by Independent Directors must be shown in the Board of Directors meeting minutes. 4~6 pass

4~6 pass

F) The authorized limits

1~3 pass

If the company has Independent Directors in place, the Independent Directors' opinions toward the lending arrangement must be fully taken into consideration. Any pros and cons opinions made by Independent Directors must be shown in the Board of Directors meeting minutes. If an independent director has any objections or reservations, he shall state them during the proceedings of the board of directors meeting. 5. pass

F) The authorized limits 1~3 pass

If the company has Independent Directors in place, the Independent Directors' opinions toward the lending arrangement must be fully taken into consideration. Any pros and cons opinions made by Independent Directors must be shown in the Board of Directors meeting minutes. 5. pass

In accordance to the amendment to the Act

Attachment VIII

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Operating Procedures for Endorsements and Guarantees

After Revision Before Revision Illustration
H) Announcement and reporting procedures H) Announcement and reporting In (1) The company is required to announce and report procedures accordance before the 10th calendar day each month the (1) The company is required to announce and to the amount of revenues generated by the company report before the 10th calendar day each amendment and its subsidiaries, and the outstanding amount month the amount of revenues generated to the Act of endorsements and guarantees provided by the by the company and its subsidiaries, and company and its subsidiaries, in the previous the outstanding amount of endorsements month. and guarantees provided by the company
(2) Apart from the monthly announcement and and its subsidiaries, in the previous month. reporting of endorsement and guarantee balances, (2) Apart from the monthly announcement endorsements or guarantees that satisfy any of the and reporting of endorsement and following criteria must also be announced and guarantee balances, endorsements or reported within two days after the occurrence. guarantees that satisfy any of the following
i. When the outstanding amount of endorsements and criteria must also be announced and guarantees provided by the company and its reported within two days after the subsidiaries amount to more than 50% of the occurrence. company's net value, as shown in the latest i. When the outstanding amount of financial statements. endorsements and guarantees provided by
ii. When the amount of endorsements and guarantees the company and its subsidiaries amount to provided to a single business by the company and more than 50% of the company's net value, its subsidiaries amount to more than 20% of the as shown in the latest financial statements. company's net value, as shown in the latest ii. When the amount of endorsements and financial statements. guarantees provided to a single business by
iii. When the amount of endorsements and the company and its subsidiaries amount to guarantees provided to a single business by the more than 20% of the company's net value, company and its subsidiaries aggregate to more as shown in the latest financial statements. than NTD10 million, and the amount of iii. When the amount of endorsements and endorsements, guarantees, long-term investments, guarantees provided to a single business by and loans to the business amount to more than the company and its subsidiaries aggregate 30% of the company's net value, as shown in the to more than NTD10 million, and the latest financial statements must adopt the Law of amount of endorsements, guarantees, longRight and Interest. term investments, and loans to the business
iv. When the additional endorsement or guarantee amount to more than 30% of the undertaken by the company or its subsidiary company's net value, as shown in the latest amounts to more than NTD30 million and financial statements. represents more than 5% of the company's net iv. When the additional endorsement or value, as shown in the latest financial statements. guarantee undertaken by the company or (3) For subsidiaries that are not listed in its subsidiary amounts to more than any domestic public exchanges, all NTD30 million and represents more than matters subject to announcements and 5% of the company's net value, as shown regulatory reporting (4) above shall be in the latest financial statements. made by the company. (3) For subsidiaries that are not listed in any domestic public exchanges, all matters subject to announcements and regulatory reporting (4) above shall be made by the company.

Attachment IX

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Rules of Procedures for Shareholders’ Meetings

After Revision

Article 2 Notice to convene shareholders’ meeting

The shareholders meeting of company shall be called by the board meeting, unless Company Act of Cayman Islands and the law or regulation of the ROC provides otherwise.

A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. While a public notice shall be given to the registered share shareholders whose shareholding is less than one thousand shares no later than 30 days prior to the scheduled meeting date in accordance with the laws and regulations provided by ROC to enter such information into the Market Observation Post System (the MOPS).

The company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and its shareholder services agent as well as being distributed on-site at the meeting place.

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Election or dismissal of directors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, Reduction of capital, application for suspension of public offering, approval of directors to compete in a similar business, transfer of surplus to increase capital, transfer of public property to increase capital,or any matter under

Before Revision Article 2 Notice to convene shareholders’’ meeting

Before Revision Illustration Notice to convene shareholders’’ In accordance The shareholders meeting of company to the shall be called by the board meeting, amendment unless Company Act of Cayman Islands to the Act and the law or regulation of the ROC provides otherwise.

Election or dismissal of directors,

After Revision Article 185, paragraph 1 of the Company Act or Articles 26-1 and 43-6 of the Securities and Exchange Act of ROC, shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Shareholder(s) holding 1% or more of the total number of issued shares may submit to this company a written proposal for discussion at a regular shareholders meeting or any electronic means designated by the Company. Such proposal, however, are limited to one item only, and no proposal containing more than one item will be included in the agenda. Under any circumstances of any subparagraph of Article 172-1, Paragraph 4 on the Company Act of ROC apply to proposal put forward by a shareholder, the board of directors may exclude it from the agenda. However, if the proposal is to ensure that the company promotes public interest or fulfill its social responsibility, then the board of directors may still include the proposal.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than 10 days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.

The company shall, prior to preparing and delivering the shareholders’ meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders’ meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders’ meeting to be convened.

Before Revision

amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act or Articles 26-1 and 436 of the Securities and Exchange Act of ROC, shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Shareholder(s) holding 1% or more of the total number of issued shares may submit to this company a written proposal for discussion at a regular shareholders meeting. Such proposal, however, are limited to one item only, and no proposal containing more than one item will be included in the agenda.

Under any circumstances of any subparagraph of Article 172-1, Paragraph 4 on the Company Act of ROC apply to proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Illustration

Attachment X

List of Candidates for Directors

Title/Name	Shareholding Number	Education and Professional Qualifications	Experience and Current Position
Director All Cosmos Investment Ltd Representative`：` Peng, Shih Hao	22,500,001	 Ph.D candidate, Institute of Wood Science and Technology, University of Putra, Malaysia  Master of Business Administra tion, Honolulu University, Hawaii	 ACI – Director cum CEO  SSHF-Director  All Cosmos Investment Ltd.- Chairman  Grains & Greens Sdn Bhd-Director  Kinabalu Life Sciences Sdn Bhd-Director  Sawit Ecoshield Sdn Bhd-Director  GK Bio International Sdn Bhd-Director  PT All Cosmos Biotek- Director
Director SHENG HUA Ltd Representative- Peng, Sheng Ching	2,500,000	 GuanXi Agriculture High School	 ACI-Chairman  SHENG HUA LTD. - Chairman
Director MAXTRENGTH CORPORATION Representative : Peng, Chia Lin	4,500,000	 Shixin Journalism and Communiation College	 Director of Clinical Research, Quintiles  Maxtrength Corporation Director  GK Bio International Sdn Bhd Director
Director Hsu, Ken Tsai	30,000	 Private School of Technology, Enterprise Management Division	 General Manager of Tachong Gas Station

Title/Name	Shareholding Number	Education and Professional Qualifications	Experience and Current Position
Director Chang, Lu Chang	30,000	 Bachelor of Finance and Taxation, National Chengchi University	 YiChen International Pte Ltd Director
Director Chee Kheng Hoy	-	 Doctor of Forest Diseases, University of Auckland	 Researcher and Head of Rubber Research Institute  Arif Efektif Sdn. Bhd. Director  Director of Malaysia Rubber Research Institute
Independent Director Lo, Tzu Wu	-	 National Chung	 Weiyang Law Firm Lawyer  Huayi Electronics (Stock) Co.,Ltd Supervisor  Xieyi Machinery Industry Co., Ltd Supervisor  Shiwei Technolofy (Stock) Supervisor  Hongsheng Investment Co., Ltd Supervisor  Shiwei Co., Ltd Director
		Hsing University Institute of Law
Independent Director Yang, Yung Cheng	-	 Master in Finance, Fu Ren University  Chartered Accountant	 Certified Public Accountant of MRICPA  Hongkai Optoelectronics Co., Ltd Supervisor  Yongcheng Construction (Stock) Co.,Ltd Supervisor
Independent Director Lee, Wen Quan	-	 Department of Plant	 Agricultural Science and Technology Research Institute - Dean  Libo Agrucultural
		Pathology, Zhongxing University  Ph.D. and

Title/Name	Shareholding Number	Education and Professional Qualifications	Experience and Current Position
		postdoctoral research at the Institute of License Sciences, Tsinghua University  Postdoctoral research at the University of California, Los Angeles	Biotechnology Co., Ltd- Person In Charge  Taiwan Organic Agriculture Development Association-Vice Chairman  Consultant of Taiwan Banana Research Institute  Consultant of Limited Liability Miaoli Oil MarketingAssociation

APPENDIX I

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

ALL COSMOS BIO-TECH HOLDING CORPORATION 全宇生技控股有限公司

(Adopted by Special Resolution passed on June 12, 2018)

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

All Cosmos Bio-Tech Holding Corporation `全宇生技控股有限公司`

(Adopted by Special Resolution passed on June 12, 2018)

The name of the Company is All Cosmos Bio-Tech Holding Corporation 全宇生技控股有限公司 (the " Company ").
The registered office of the Company will be situated at the registered office of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands or at such other location as the Directors may from time to time determine.
The objects for which the Company is established are unrestricted.

The Company have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (as amended) (the " Law ").

The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law.
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the share respectively held by them.
The capital of the Company is NT$6,000,000,000 divided into 600,000,000 Common Shares of a nominal or par value of NT$10 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to subdivide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
The Company may exercise the power contained in Section 206 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

ALL COSMOS BIO-TECH HOLDING CORPORATION 全宇生技控股有限公司

(Adopted by Special Resolution passed on June 12, 2018)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Law shall not apply to All Cosmos Bio-Tech Holding Corporation 全宇生技控股有限公司 (the " Company ") and the following Articles shall comprise the Articles of Association of the Company.

Interpretation

In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

" Affiliated Company " means with respect to any affiliated company as defined in the Applicable

Listing Rules;

" Applicable Listing Rules " means the relevant laws, regulations, rules and code as amended, from time to time, applicable as a result of the original and continued trading or listing of any Shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of Taiwan Company Act, Securities and Exchange Act, the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, or any similar statute and the rules and regulations of the Taiwan authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the Taipei Exchange or the Taiwan Stock Exchange;

" Articles " means these articles of association of the Company, as amended or substituted from time to time;

" Audit Committee ” means the audit committee of the Company formed by the Board pursuant to Article 118 hereof, or any successor audit committee;

“ Book-Entry Transfer ” means a method whereby the issue, transfer or delivery of Shares is effected electronically by debit and credit to accounts opened with securities firms by Shareholders, without delivering physical share certificates. If the Shareholder has not opened an account with a securities firm, the Shares delivered by Book-Entry Transfer shall be recorded in the entry subaccount under the Company’s account with the securities central depositary in Taiwan;

“ Capital Reserves ” means the share premium account, income from endowments received by the Company, capital redemption reserve, profit and loss account and other reserves generated in accordance with generally accepted accounting principles.

“ Chairman ” has the meaning given thereto in Article 82;

" Class " or " Classes " means any class or classes of Shares as may from time to time be issued by the Company;

" Commission " means Financial Supervisory Commission of Taiwan or any other authority for the time being administering the Securities and Exchange Act of Taiwan;

" Common Share " means a common share in the capital of the Company of NT$10 nominal or par value issued subject to and in accordance with the provisions of the Law and these Articles, and having the rights and being subject to restrictions as provided for under these Articles with respect to such Share;

" Constituent Company " means an existing company that is participating in a Merger with one (1) or more other existing companies within the meaning of the Law;

" Directors " and " Board of Directors " and " Board " means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

"Delisting" means (a) the delisting of the Shares registered or listed on any Taiwan stock exchange or securities market as a result of a Merger in which the Company will dissolve, general assumption (as defined in the Applicable Listing Rules), share swap (as defined in the Applicable Listing Rules) or Spin-off; and (b) the shares of the surviving company in the Merger, the transferee company in the general assumption or the existing company or newly-incorporated company in the share swap or Spin-off will not be registered or listed on any Taiwan stock exchange or securities market;

" electronic " shall have the meaning given to it in the Electronic Transactions Law (as amended) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

" electronic communication " means transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds (2/3) of the vote of the Board;

" Emerging Market " means the emerging market board of Taipei Exchange in Taiwan;

“ Family Relationship within Second Degree of Kinship ” in respect of a natural person, means another natural person who is related to the first person either by blood or by marriage of a member of the family and within the second degree to include but not limited to the parents, siblings, grandparents, children and grandchildren of the first person as well as the first person's spouse’s parents, siblings and grandparents;

“ Guidelines Governing Election of Directors ” means guidelines governing election of Directors of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Indemnified Person " has the meaning given thereto in Article 152;

" Independent Director " means a director who is an independent director as defined in the Applicable Listing Rules;

" Law " means the Companies Law of the Cayman Islands (as amended);

“ Legal Reserves ” the legal reserve allocated in accordance with the Applicable Listing Rules;

" Memorandum of Association " means the memorandum of association of the Company, as amended or substituted from time to time;

" Merger " means the merging of two (2) or more Constituent Companies and the vesting of their undertaking, property and liabilities in one (1) of such companies as the Surviving Company within the meaning of the Law;

" MOEA " means Ministry of Economic Affairs of Taiwan being administering the Company Act of Taiwan and relevant corporate matters in Taiwan;

" Office " means the registered office of the Company as required by the Law;

" Ordinary Resolution " means a resolution passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

" paid up " means paid up as to the par value and any premium payable in respect of the issue of any Shares and includes credited as paid up;

" Person " means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“ preferred Shares ” has the meaning given thereto in Article 10;

“ Procedural Rules of Board Meetings ” means procedural rules of the Board meetings of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

“ Procedural Rules of General Meetings ” means procedural rules of the general meetings of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Register " or “ Register of Members ” means the register of Members of the Company required to be kept pursuant to the Law;

" Republic of China " or " Taiwan " means the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

“ Retained Earnings ” means the sums including but not limited to the Legal Reserves, Special Reserves, and unappropriated earnings;

“ Rules of Audit Committee ” means rules of Audit Committee of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Seal " means the common seal of the Company (if adopted) including any facsimile thereof;

" Secretary " means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

" Share " means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

" Shareholder " or " Member " means a Person who is registered as the holder of Shares in the Register;

" Share Premium Account " means the share premium account established in accordance with these Articles and the Law;

" Shareholders’ Service Agent " means the agent licensed by Taiwan authorities to provide certain shareholders services in accordance with the Applicable Listing Rules to the Company;

" signed " means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

"Special Reserves" means the reserve allocated from Retained Earnings in accordance with the Applicable Listing Rules, or resolutions of shareholders meetings;

" Special Resolution " means a special resolution of the Company passed in accordance with the Law, being a resolution passed by a majority of not less than two-thirds (2/3) of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

" Spin-off " refers to an act wherein a transferor company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated

company as consideration for that existing transferee company or newly incorporated transferee company to issue new shares to the transferor company or to shareholders of the transferor company;

" Supermajority Resolution Type A " means a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than half of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than two-thirds (2/3) of all issued Shares of the Company;

" Supermajority Resolution Type B " means where the Shareholders attending the general meeting are holding less than two-thirds (2/3) of all issued Shares of the Company entitled to vote thereon as required under the Supermajority Resolution Type A, a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than two-thirds (2/3) of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than half of all issued Shares of the Company;

"Supermajority Special Resolution" means a Special Resolution approved by the Shareholders holding at least two-thirds (2/3) of the Shares in issue at the time of the general meeting;

" Surviving Company " means the sole remaining Constituent Company into which one (1) or more other Constituent Companies are merged within the meaning of the Law;

" Taipei Exchange " means the Taipei Exchange in Taiwan;

" Treasury Shares " means Shares that were previously issued but were purchased, redeemed or otherwise acquired by the Company and not cancelled, in accordance with these Articles, the Law and the Applicable Listing Rules; and

“ TSE ” means the Taiwan Stock Exchange.

In these Articles, save where the context requires otherwise:
(a) words importing the singular number shall include the plural number and vice versa;
(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c) the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;
(d) reference to a statutory enactment shall include reference to any amendment or reenactment thereof for the time being in force;
(e) reference to any determination by the Directors shall be construed as a determination by the Directors in their absolute discretion and shall be applicable either generally or in any particular case; and
(f) reference to "in writing" shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one (1) and partly another.
Subject to the last two preceding Articles, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

The business of the Company may be commenced at any time after incorporation.

The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
The preliminary expenses incurred in the formation of the Company and in connection with the issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
The Board of Directors shall keep, or cause to be kept, the Register which may be kept in or outside the Cayman Islands at such place as the Board of Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office.

Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may :
(a) issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and
(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined by the Directors.
The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company (“ preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors and with the approval of a Special Resolution. Prior to the issuance of any preferred Shares approved pursuant to this Article 10, these Articles shall be amended to set forth the rights and obligations of the preferred Shares, including but not limited to the following terms, and the same shall apply to any variation of rights of preferred Shares:
(a) number of preferred Shares issued by the Company and the number of preferred Shares the Company is authorized to issue;
(b) order, fixed amount or fixed ratio of allocation of dividends and bonus on preferred Shares;
(c) order, fixed amount or fixed ratio of allocation of surplus assets of the Company;
(d) order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Shareholders;
(e) other matters concerning rights and obligations incidental to preferred Shares; and
(f) the method by which the Company is authorized or compelled to redeem the preferred Shares, or a statement that redemption rights shall not apply.
Subject to these Articles and the Applicable Listing Rules, the issue of new Shares of the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company.

The Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.
For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, upon each issuance of new Shares, the Directors may reserve not more than fifteen percent (15%) of the new shares for subscription by the employees of the Company and/or any Subsidiaries of the Company who are determined by the Board in its reasonable discretion. The term "Subsidiaries" above refers to the companies defined under No. 10 and No. 11 of the IFRS (i.e., International Financial Reporting Standards) and No. 28 of the IAS (i.e., International Accounting Standards).
For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, unless otherwise provided herein, in the Applicable Listing Rules or resolved by the Shareholders in general meeting by Ordinary Resolution, if at anytime the Board resolves to issue any new Shares, the Company shall, after reserving the portion of Shares for subscription by its employees and for public offering in Taiwan pursuant to Article 13 (if any) and Article 16 respectively, first offer such remaining new Shares by public announcement and a written notice to each then Shareholder for their subscriptions in proportion to the number of Shares held by them respectively. The public announcement and written notice shall state that if any Shareholder fails to subscribe for new Shares, his right shall be forfeited. In no event shall the subscription right in this Article be transferred to any other third parties. Where a fractional percentage of the original Shares being held by a Shareholder is insufficient to subscribe for one new Share, the fractional percentages of the original Shares being held by several Shareholders may be combined for joint subscription of one (1) or more integral new Shares or for subscription of new Shares in the name of a single Shareholder. New Shares left unsubscribed by original Shareholders may be open for public offering or for subscription by specific person or persons through negotiation.
The Shareholders’ pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following reasons or for the following purpose:
(a) in connection with a Merger with another company, or the Spin-off of the Company, or pursuant to any reorganization of the Company;
(b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options;
(c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares; or
(d) in connection with meeting the Company’s obligation under preferred Shares vested with rights to acquire Shares.
For so long as the Shares are registered in the Emerging Market, unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company may allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. For so long as the Shares are listed on the Taipei Exchange or TSE, unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company shall allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. Provided however, if a percentage higher than the aforementioned ten percent (10%) is resolved by an Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, unless otherwise provided in the Applicable Listing Rules, the Company shall obtain a prior approval of the Commission and/or other competent authorities for any capital increase (ie., issue of new Shares) (whether inside Taiwan or outside Taiwan) in accordance with the Applicable Listing Rules.
For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company may, upon resolution by a majority votes

at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors, adopt one (1) or more employee incentive programmes (such as employee stock option plan) pursuant to which options, warrants, or other similar instruments to acquire Shares may be granted to employees of the Company and/or any Subsidiaries of the Company to subscribe for Shares. The options, warrants, or other similar instruments to acquire Shares granted to any employee under any employee stock option plan shall be non-transferable, except to the heirs of the employees. The term "Subsidiaries" above refers to the companies defined under No. 10 and No. 11 of the IFRS (i.e., International Financial Reporting Standards) and No. 28 of the IAS (i.e., International Accounting Standards).

17B. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B, issue restricted shares for employees. In respect of the issuance of restricted shares for employees in the preceding paragraph, the number of shares to be issued, issue price, issue conditions and other matters shall be subject to the Applicable Listing Rules and the requirements of the Commission.

PRIVATE PLACEMENT

17C. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company may by a resolution passed by at least two-thirds (2/3) of votes cast by Shareholders present at the general meeting with a quorum of more than half of the total number of the issued Shares at the general meeting carry out private placement of its securities to the following entities in Taiwan:
(a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission;
(b) individuals, legal entities or funds meeting the qualifications established by the Commission; and
(c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies.

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, a private placement of ordinary corporate bonds may be carried out in instalments within one (1) year of the date of the relevant resolution of the Board of Directors approving such private placement.

MODIFICATION OF RIGHTS

Whenever the capital of the Company is divided into different Classes (such as the Common Shares and the preferred Shares), the rights attached to any such Class may (unless otherwise provided by the terms of issue of the Shares of that Class) only be materially adversely varied or abrogated (including but not limited to the circumstances where there is any amendment to these Articles which may be prejudicial to the rights of the holders of any preferred Shares) by: (i) a Special Resolution passed at a general meeting of holders of Common Shares; and (ii) a Special Resolution passed at a separate meeting of the holders of Shares of the relevant Class (such as the preferred Shares).

To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis , apply, except that the necessary quorum shall be one (1) or more Persons at least holding or representing by proxy one-half (1/2) of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to the terms of issue of the Shares of that Class, every Shareholder of the Class shall on a poll have one (1) vote for each Share of the Class held by him.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia , the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

CERTIFICATES

The Company shall deliver Shares to the subscribers of new Shares by Book-Entry Transfer within thirty (30) days from the date the Shares may be issued pursuant to the Applicable Listing Rules and make public announcement prior to the delivery. So long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, the Company may issue the Shares in scriptless form provided that the Company shall register with the securities central depositary in Taiwan. No Person shall be entitled to a certificate for any or all of his/her Shares, unless the Directors shall determine otherwise.

FRACTIONAL SHARES

Subject to these Articles, the Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one (1) fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

TRANSFER OF SHARES

Title to Shares which are registered in the Emerging Market or listed in the Taipei Exchange or the TSE may be evidenced and transferred in accordance with the Applicable Listing Rules. Subject to the Applicable Listing Rules, the Law and Article 40E, Shares issued by the Company shall be freely transferable, provided that any Shares reserved for issuance to the employees of the Company may be subject to transfer restrictions for a period of not more than two (2) years as the Directors may agree with such employees.

Subject to the Law and notwithstanding anything to the contrary in these Articles, Shares that are listed or admitted to trading on an approved stock exchange (as defined in the Law, including the Taipei Exchange and the TSE), may be evidenced and transferred in accordance with the rules and regulations of such exchange.

The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve or the form required by the Taipei Exchange or TSE (for so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE) and be executed by or on behalf of the transferor and if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. The Register of Members maintained by the Company in respect of the Shares which are registered in the Emerging Market or listed in the Taipei Exchange or the TSE may be kept by recording the particulars required under the Law in a form otherwise than legible provided such recording otherwise complies with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules. To the extent the Register of Members is kept in a form otherwise than legible it must be capable of being reproduced in a legible form.
The Board may decline to register any transfer of any Share unless:
(a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(b) the instrument of transfer is in respect of only one (1) class of Shares;
(c) the instrument of transfer is properly stamped, if required; or
(d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four (4).

Notwithstanding the above, the Board may not unreasonably decline to register any transfer of any Shares. This Article is not applicable during the period that the Shares are registered in the Emerging Market or listed in Taipei Exchange or TSE.

The registration of transfers may be suspended when the Register is closed in accordance with Article 41.
All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two (2) or more holders, the survivors or survivor, or the legal personal representatives of the deceased, shall be the only Person recognised by the Company as having any title to the Share.
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration, and for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, decline or suspend registration in accordance with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules, as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. Notwithstanding the above, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Directors shall comply with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules.

VOTING ON RESOLUTION

The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
The Company may from time to time by Ordinary Resolution:
(a) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(b) convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;
(c) subdivide its existing Shares, or any of them into Shares of a smaller amount; and
(d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

The Company may also by Special Resolution:
(a) change its name;
(b) subject to the Law, reduce its share capital and any capital redemption reserve in any manner authorised by law; and
(c) effect a Merger of the Company in accordance with the Applicable Listing Rules and the Law.

For the avoidance of doubt, in case a Merger is a Delisting, Article 33A shall apply.

The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B:
(a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;
(b) transfer the whole or any material part of its business or assets;
(c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;
(d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;
(e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business;
(f) issue restricted shares for employees pursuant to Article 17B; and
(g) distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus shares in connection with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B.
Subject to the Law, these Articles and the quorum requirement under the Applicable Listing Rules, with regard to the dissolution procedures of the Company, the Company shall pass;
(a) either a Supermajority Resolution Type A or a Supermajority Resolution Type B, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or
(b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 33(a) above.
33A The Company shall pass a Supermajority Special Resolution if the Company effects a Delisting in accordance with the Applicable Listing Rules.
Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Subject to the Law, in the event any part of the Company’s business is Spun Off or involved in any Merger with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general

meeting, may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

REDEMPTION AND PURCHASE OF SHARES

Subject to the Law, the Applicable Listing Rules and these Articles, the Company is authorized to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Shareholder. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the repurchase of the Shares by the Company shall be subject to the Applicable Listing Rules and the Cayman Islands law.
The Company is authorised to make payments in respect of the redemption of its shares out of the funds lawfully available (including out of capital) in accordance with the Law and the Applicable Listing Rules.
The redemption price of a redeemable Share, or the method of calculation thereof, shall be fixed by the Directors at or before issue of such Share. Subject to these Articles, every share certificate representing a redeemable share shall indicate that the share is redeemable.
Subject to the Applicable Listing Rules and Articles 38B and 39B, and with the sanction of an Ordinary Resolution authorising the manner and terms of purchase, the Directors may on behalf of the Company purchase any share in the Company (including a redeemable share) by agreement with the Shareholder or pursuant to the terms of the issue of the share and may make payments in respect of such purchase in accordance with the Law, the Applicable Listing Rules and the Ordinary Resolution authorizing the manner and terms of purchase.
38B. Subject to the Applicable Listing Rules, upon approval of a majority of Directors present at a Board meeting attended by two-thirds (2/3) of all Directors or more, the Company may repurchase its outstanding Shares listed on the Taipei Exchange or TSE. The resolutions of Board of Directors in the preceding paragraph and how such resolutions are implemented shall be reported to the Shareholders at the next general meeting. If the Company fails to accomplish the repurchase of its outstanding Shares listed on the Taipei Exchange or TSE as approved and anticipated by the resolutions of the Board of Directors, it shall be reported to the Shareholders at the next general meeting.
The redemption price or repurchase price may be paid in any manner authorised by the Law and these Articles. A delay in payment of the redemption price or repurchase price shall not affect the redemption or repurchase but, in the case of a delay of more than thirty (30) days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.
39B. The Shares may only be cancelled in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor with the sanction of either the Supermajority Resolution Type A or the Supermajority Resolution Type B. The number of Shares to be repurchased and cancelled pursuant to a repurchase of Shares described in the preceding paragraph shall be pro rata among the Shareholders in proportion to the number of Shares held by each such Shareholder.

The amount payable to the Shareholders in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor may be paid in cash or by way of delivery of assets in specie (i.e., non-cash). The assets to be delivered and the amount of such substitutive share capital in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor shall be approved by either the Supermajority Resolution Type A or the Supermajority Resolution Type B and shall be subject to consent by the Shareholder receiving such assets. Prior to such general meeting, the Board of

Directors shall have the value of assets to be delivered and the amount of such substitutive share capital in respect of repurchase of the Shares (as described in the preceding paragraph) be audited and certified by a certified public accountant in Taiwan.

TREASURY SHARES

No share may be redeemed unless it is fully paid-up. Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be immediately cancelled or held as Treasury Shares in accordance with the Law and Applicable Listing Rules. If the Board of Directors does not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
40B. No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of Treasury Shares.
40C. The Company shall be entered into the Register as the holder of the Treasury Shares provided that:
(a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
(b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law, save that, subject to the Applicable Listing Rules and the Law, an allotment of Shares as fully paid bonus shares in respect of a Treasury Shares is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Shares shall be treated as Treasury Shares.
40D Subject to Article 40E and the Applicable Listing Rules, the Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Board of Directors. If the Treasury Shares having been repurchased by the Company is for the purpose of the transfer to employees under the Applicable Listing Rules, such employees may undertake to the Company to refrain from transferring such Shares during certain period with a maximum of two (2) years.
40E. Subject to the Applicable Listing Rules, the transfer of Treasury Shares to its employees by the Company at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company shall be approved at the next general meeting by a resolution passed by at least two-thirds (2/3) of votes of Shareholders attending the meeting with a quorum of more than half of the total issued Shares. The following matters shall be listed in the reasons for convening this general meeting and in no event shall such matters be proposed at the general meeting as ad hoc motions:
(a) transfer price determined, discount rate, calculation basis and fairness;
(b) number of Treasury Shares to be transferred, purpose and fairness;
(c) criteria of eligible employees and number of Treasury Shares that may be subscribed for; and
(d) impact on shareholders' rights: (i) the amount to be booked as expense of the Company and dilution of earnings per Share; and (ii) description of the Company's financial burden arising from the transfer of Treasury Shares to employees at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company.

The accumulated number of Treasury Shares that have been transferred to employees as so approved at each general meetings shall not exceed five (5%) of the total issued Shares of the Company, and the accumulated number of Treasury Shares transferred to a single employee shall not exceed zero point five percent (0.5%) of the total issued Shares.

CLOSING REGISTER OR FIXING RECORD DATE

For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, the Register shall be closed at least for a period of sixty (60) days, thirty (30) days and five (5) days inclusive of the date of each annual general meeting, each extraordinary general meeting and the record date for a dividend distribution, respectively.
Apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a general meeting and for the purpose of determining those Members that are entitled to receive payment of any dividend. In the event the Directors designate a record date in accordance with this Article 42 in respect of convening a general meeting, such record date shall be a date prior to the general meeting and the Directors shall immediately make a public announcement on the website designated by the Commission and the Taipei Exchange or TSE pursuant to the Applicable Listing Rules.

GENERAL MEETINGS

All general meetings other than annual general meetings shall be called extraordinary general meetings.
The Board may, whenever they think fit, convene a general meeting of the Company; provided that the Company shall in each year hold a general meeting as its annual general meeting within six (6) months after close of each financial year and shall specify the meeting as such in the notices calling it.
At these meetings the report of the Directors (if any) shall be presented. For so long as the Shares are registered in the Emerging Market and/or listed in the Taipei Exchange or TSE, all general meetings shall be held in Taiwan, if a general meeting is to be convened outside Taiwan, the Company, within two (2) days after the Board adopts such resolution, or, in the event of an extraordinary general meeting convened pursuant to Article 46, the relevant Shareholders, shall apply for the approval of the Taipei Exchange or the TSE.
Extraordinary general meetings may also be convened by the Board on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding three percent (3%) or more of the total number of issued Shares of the Company for a period of one (1) consecutive year or a longer time deposited at the Office or the Shareholders’ Service Agent specifying the objects of the meeting, and if the Board does not duly proceed to convene such meeting for a date not later than 15 days after the date of such deposit, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the requisitionists themselves may convene the extraordinary general meeting in the same manner as provided for under Article 48, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.
If at any time there are no Directors, any Shareholder or Shareholders holding three percent (3%) or more of the total number of the issued Shares of the Company for a period of one (1) consecutive year or a longer time may, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

Notice Of General Meetings

At least twenty (20) and ten (10) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively; provided however for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, at least thirty (30) and fifteen (15) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given

and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients.

48B. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Company shall make public announcements with regard to notice of general meeting, proxy form, and summary information and details about issues for recognition, discussion, election or dismissal of Directors or supervisors (if any) at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

If the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 67, the Company shall also send to the Shareholders the information and documents as described in the preceding paragraph, together with the voting right exercise forms.

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least twenty-one (21) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Such manual shall be distributed to all Shareholders attending the general meeting in person, by proxy or by corporate representative(s) (where the Shareholder is a corporation) at the general meeting.
The following matters shall be specified in the notice of a general meeting, and shall not be proposed as ad hoc motions; material contents of such matters may be uploaded onto the website designated by the TWSE, TPEx or the Company with the address of website indicated in the notice:
(a) election or discharge of Directors or supervisors (if any);
(b) amendments to the Memorandum of Association and/or these Articles;
(c) reduction in share capital of the Company;
(d) application for de-registration as a public company;
(e) dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spin-off of the Company;
(f) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;
(g)
the transfer of the whole or any material part of its business or assets;
(h) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company;
(i) the private placement of equity-linked securities;
(j) granting waiver to the Director’s engaging in any business within the scope of business of the Company;
(k) distribution of part or all of its dividends or bonus by way of issuance of new Shares;
(l) capitalization of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by issuing new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them;

(m) subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them;
(n) the transfer of Treasury Shares to its employees by the Company; and
(o) the Delisting.

Subject to the Law and these Articles, the Shareholders may propose matters in a general meeting to the extent of matters as described in the agenda of such meeting.

PROCEEDINGS AT GENERAL MEETINGS

No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, the holders of Shares being more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes.
One or more Shareholders holding in the aggregate of one percent (1%) or more of the total number of issued Shares immediately prior to the relevant book close period may propose in writing or by way of electronic transmission to the Company a matter for discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by the Applicable Listing Rules at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. Any Shareholder(s) whose proposal has been submitted and accepted by the Board, shall continue to be entitled to attend the annual general meeting in person or by proxy or in the case of a corporation, by its authorised representative(s), and participate in the discussion of such proposal.

The Board shall accept a proposal submitted by one or more Shareholders and arrange for the proposal to be discussed at the annual general meeting unless (i) the number of Shares held by such one or more Shareholders is less than one percent (1%) in aggregate of the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before the general meeting; (ii) the proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under the Law or Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter; (iv) the proposal submitted exceeds three hundred words; or (v) the proposal is not submitted within the specified period determined by the Board; provided, however, that if the proposal submitted is to urge the Company to facilitate the public interest or perform social responsibility, the Board may accept that proposal and arrange for it being discussed at the annual general meeting. The Company shall, prior to the dispatch of a notice of the annual general meeting, inform the Shareholders the result of submission of proposals and list in the notice of annual general meeting the proposals accepted for consideration and approval at the annual general meeting. The Board shall explain at the annual general meeting the reasons for excluding proposals submitted by such Shareholder(s).

Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of Directors. In case the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves a chairman for such meeting.
53A. Any one or more Shareholders holding in aggregate more than half of the total number of the issued Shares of the Company for at least three (3) consecutive months may convene an extraordinary general meeting. The determination of the afore-mentioned holding period and number of Shares shall be based on the Shares held immediately prior to the relevant book close period.
Subject to the Applicable Listing Rules, for a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.

54A. The Board of Directors or any person who is entitled to convene a general meeting pursuant to Article 53A above or under these Articles may demand the Company or its Shareholders’ Service Agent to provide the Register of Members.
Subject to the Applicable Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The number or proportion of the votes in favour of, or against, that resolution shall be recorded in the minutes of the meeting.
Unless otherwise expressly required by the Law or these Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Shareholders at any general meeting shall be passed by an Ordinary Resolution.
In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of General Meetings.

VOTES OF SHAREHOLDERS

Subject to these Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person representing a Shareholder by proxy shall have one (1) vote for each Share of which he or the Person represented by proxy is the holder. Subject to the Law and unless otherwise provided for in these Articles, any resolutions at a general meeting of the Company shall be adopted by an Ordinary Resolution.

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, any Shareholder holding Shares on behalf of one or more Persons (each a " Beneficial Owner ") may exercise his/her voting rights severally in accordance with the request(s) of such Beneficial Owner. The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules.

No vote may be exercised by any Shareholder with respect to any of the following Shares:
(a) the Treasury Shares held by the Company in accordance with the Law, these Articles and the Applicable Listing Rules;
(b) the Shares held by any subordinate company of the Company as defined in the Applicable Listing Rules, where the total number of voting shares or total shares equity held by the Company in such a subordinated company represents more than one-half (1/2) of the total number of voting shares or the total shares equity of such a subordinated company; or
(c) the Shares held by another company, where the Company and its subordinated company directly or indirectly hold more than one-half (1/2) of the total number of the voting shares or total shares equity of such company.

Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the total number of issued shares while calculating the quorum for the purpose of Article 51.

In the case of joint holders, the joint holders shall select among them a representative for the exercise of their shareholder’s rights and the vote of their representative who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.
A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, guardian or any other Person who is similar to guardian and appointed by any court having jurisdiction, may vote by proxy.
A Shareholder may appoint a proxy to attend a general meeting on his behalf by executing an instrument in usual or common form or such other form as the Directors may approve, and such proxy form shall be prepared by the Company stating therein the scope of power authorized to the proxy. A Shareholder may only execute one (1) such proxy form and appoint one (1) proxy for each

general meeting, and shall serve such written proxy to the Company no later than five (5) days prior to the meeting date. In case the Company receives two (2) or more written proxies from one (1) Shareholder, the first one arriving at the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

62B. After a proxy is delivered to the Company, if the Shareholder issuing the proxy intends to attend the general meeting in person or exercise the voting rights in writing or by way of electronic transmission, the Shareholder shall issue a written notice to the Company to revoke the proxy at least two (2) days prior to the general meeting. If the revocation is not made during the prescribed period, the votes casted by the person as proxy shall prevail.
The instrument appointing a proxy shall be in the form approved by the Board and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Shareholder, proxy recipient and proxy solicitation agent (if any). The form of proxy shall be provided to the Shareholders together with the relevant notice by mail or electronic transmission for the relevant general meeting. Notwithstanding any other provisions of these Articles, the distribution of the notice and proxy materials shall be made to all Shareholders and such distribution, regardless of delivering by email or by electronic transmission, shall be made on the same day.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.
Except for Taiwan trust enterprises or Shareholders’ Service Agencies approved by Taiwan competent authorities or the chairman appointed pursuant to Article 68, when a person who acts as the proxy for two (2) or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent (3%) of the total number of votes of the Company and the portion of votes in excess of the said three percent (3%) represented by such proxy shall not be counted.
To the extent required by the Applicable Listing Rules, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed (the “ Proposed Matters ”) for consideration and approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to the said matter, but all such Shares shall be counted in the quorum for the purpose of Article 51 notwithstanding that such Shareholder should not exercise his voting right. Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the number of votes of Shareholders present at the general meeting for the resolution relating to the Proposed Matters by the Company.
Unless otherwise provided in these Articles, the voting at the general meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the votes shall be described in the notice of the general meeting. Subject to the Applicable Listing Rules, the Company must allow the voting at the general meeting be exercised by way of electronic transmission as one of the voting methods at the general meeting. If the Board resolves to hold a general meeting outside Taiwan, the Company must allow the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission.
A Shareholder who exercises his votes in writing or by way of electronic transmission as set forth in the preceding article shall be deemed to have appointed the chairman of the general meeting as his or her proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document, but shall be deemed to have waived his votes in respective of any ad hoc motions and the amendments to the contents of the original proposals at such general meeting; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Listing Rules. The chairman, acting as proxy of a Shareholder, shall not exercise the voting right of such Shareholder in any way not stipulated in the written or electronic document.

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, where a general meeting is to be held outside Taiwan, the Company shall engage a designated institute (i.e., Shareholders’ Service Agent located in Taiwan) approved by the

Commission and the Taipei Exchange or the TSE to handle the administration of such general meeting (including but not limited to the voting for Shareholders of the Company).

A Shareholder shall submit his or her vote by way of written ballot or electronic transmission pursuant to Article 67 to the Company at least two (2) days prior to the scheduled meeting date of the general meeting; whereas if two (2) or more such written ballot or electronic transmission are submitted to the Company, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 by the first written ballot or electronic transmission shall prevail unless it is expressly included in the subsequent vote by written ballot or electronic transmission that the original vote submitted by written ballot or electronic transmission be revoked.
In case a Shareholder who has submitted his votes by written ballot or electronic transmission intends to attend the general meeting in person, he shall, at least two (2) days prior to the date of the meeting revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68. If a Shareholder who has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67 does not submit such a revocation before the prescribed time, his or her vote by written ballot or electronic transmission and the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 shall prevail.

If a Shareholder has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67, and has subsequently submitted a proxy appointing a person as his or her proxy to attend the general meeting on his or her behalf, the subsequent appointment of that person as his or her proxy shall be deemed to be a revocation of such Shareholder’s deemed appointment of the chairman of the general meeting as his or her proxy pursuant to Article 68 and the vote casted by that person subsequently appointed as his or her proxy shall prevail.

In case the procedure for convening a general meeting or the method of adopting resolutions is in violation of the Law, Applicable Listing Rules or these Articles, a Shareholder may, within thirty (30) days from the date of the resolution, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, for revocation of such resolution.

PROXY AND PROXY SOLICITATION

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or the TSE, the Company shall comply with the Applicable Listing Rules (including but not limited to the "Guidelines Governing the Utilization of Proxy for Shareholders Meetings of Public Companies") in respect of the proxies and proxy solicitation.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Board of Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DIRECTORS

Unless otherwise determined by the Company in general meeting, the number of Directors shall be no less than five (5) Directors with a maximum of eleven (11) Directors. Amongst the Board of Directors, the Company shall have at least three (3) Independent Directors, and the Independent Directors shall account for at least one-fifth (1/5) of the total number of Directors. At least one (1) of the Independent Directors must be domiciled in Taiwan. For so long as the Shares are listed on the Taipei Exchange or the TSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the Applicable Listing Rules require for a foreign issuer. The qualification, formation, appointment, discharge, exercise of authority and other compliance of Directors and Independent Directors shall be subject to and governed by the Applicable Listing Rules.

Where any Shareholder is a corporate entity, its representative may be elected as Director or supervisor (if any). Where there are several representatives of any corporate Shareholder, such representatives may be elected as either Directors or supervisors (if any) but not as Director and supervisors (if any) concurrently.

Independent Directors shall possess professional knowledge and maintain independence within the scope of their directorial duties without having any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence of Independent Directors, method of nomination of Independent Directors, and other matters in relation to Independent Directors shall be subject to the Applicable Listing Rules.

When the number of Independent Directors falls below the required number of Independent Directors under these Articles or the Applicable Listing Rules due to the disqualification or resignation of an Independent Director or the Independent Director ceases to be a Director for any reason, the vacancy of such Independent Director shall be filled and elected at the next following general meeting. When all of the Independent Directors have been disqualified, resigned or cease to be Directors for any reason, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to elect Independent Directors.

Unless otherwise permitted by the Commission and under the Applicable Listing Rules, a spousal relationship and/or a Family Relationship within the Second Degree of Kinship shall not exist among more than half (1/2) of the Directors (the “ Threshold ”).

Where the Directors elected at the general meeting do not meet the Threshold, the election of the Director receiving the lowest number of votes among those not meeting the Threshold shall be deemed null and void. If any of the existing Directors does not meet the Threshold, such Director in office shall be discharged immediately and automatically.

When the number of Directors falls below five (5) due to the disqualification or resignation of a Director or any Director ceases to be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general meeting. When the number of Directors falls short by one-third (1/3) of total number of Directors elected at the previous general meeting convened to elect Directors and notwithstanding the actual current number of Directors, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to hold an election of Directors.

If all Directors are re-elected at a general meeting held prior to the expiration of the term of the current Directors (the " Re-Election "), unless otherwise resolved at such general meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the Re-Election. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company.

The general meeting of the Shareholders may appoint any natural person or corporation to be a Director or supervisors (if any). At a general meeting of election of Directors or supervisors (if any), the number of votes exercisable in respect of one (1) Share shall be the same as the number of Directors or supervisors (if any) to be elected, and the total number of votes per Share may be consolidated for election of one (1) candidate or may be split for election of two (2) or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director or supervisor (if any) so elected.
For so long as the Shares are registered in Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall adopt a candidate nomination mechanism for the purpose of the appointment and election of Directors (including the Independent Directors) or supervisors (if any) in accordance with the Applicable Listing Rules and, for the avoidance of doubts, (i) the Directors (excluding the Independent Directors) or supervisors (if any) shall only be elected and approved by the Shareholders from the list of candidates for Directors (excluding the Independent Directors) and supervisors (if any); and (ii) the Independent Directors shall only be elected and approved by the Shareholders from the list of candidates for Independent Directors.

Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Guidelines Governing Election of Directors.

Subject to these Articles, the term for which a Director and supervisor (if any) will hold office shall not exceed three (3) years; thereafter he/she may be eligible for re-election. In case no election of new Directors or supervisors (if any) is effected after expiration of the term of office of the existing Directors or supervisors (if any), the term of office of such Directors or supervisors (if any) shall be extended until the time new Directors or supervisors (if any) are elected and assume their office.
A Director may be discharged at any time by either a Supermajority Resolution Type A or a Supermajority Resolution Type B adopted at a general meeting. If a Director is discharged during the term of his/her office as a director without good cause, such Director may make a claim against the Company for any and all damages sustained by him/her as a result of such discharge.
The Board of Directors shall have a Chairman (the “ Chairman ”) elected and appointed by a majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the Directors then in office.
82B. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director (other than the Independent Director) or supervisor (if any), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director or supervisor (as the case may be) at the time of his or her appointment or election as Director or supervisor (as the case may be) being approved at a general meeting (the " Approval Time "), shall be discharged or vacated from the office of Director or supervisor (as the case may be).

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director (other than as an Independent Director) or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director or supervisor (if any) will be proposed, his or her appointment or election as Director or supervisor (if any) shall be null and void.

The Board may, from time to time, and except as required by the applicable laws and Applicable Listing Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.
A Director shall not be required to hold any Shares in the Company by way of qualification.
84B. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, where any Director, who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the " Pledged Shares ") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director being approved at a general meeting, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director being approved at a general meeting, and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

DIRECTORS’ FEES AND EXPENSES

Unless otherwise stipulated in these Articles or the Applicable Listing Rules, the remuneration (if any) of the Directors is subject to resolution by the Board of Directors in accordance with the standard prevalent in the industry. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.
Subject to Article 85, any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration as the Board may determine and such extra

remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

86B. The Company shall establish a salaries and remuneration committee, and the professional qualifications of members, formation, appointment, discharge, how such committee functions and exercises its power and other relevant matters shall be subject to the Applicable Listing Rules. The salaries and remunerations in the preceding paragraph include the salaries and remunerations and stock options and other measures providing substantial incentives for Directors and managers.

ALTERNATE

Subject to the Applicable Listing Rules, any Director may appoint another Director to be his or her alternate and to act in such Director's place at any Board meeting. Every such alternate Director shall be entitled to attend and vote at the Board meeting as the alternate of the Director appointing him or her and where he or she is a Director to have a separate vote in addition to his or her own vote.
Subject to the Applicable Listing Rules, the appointment of the alternate Director referred in the preceding article shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such appointment is to be used, or first used, prior to the commencement of the Board meeting.

POWERS AND DUTIES OF DIRECTORS

At the close of each financial year, the Board of Directors shall prepare the business report, financial statements and the surplus earning distribution and/or loss offsetting proposals for adoption by the annual general meeting, and upon such adoption by the annual general meeting, distribute or make public announcements to each Shareholder copies of adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting in accordance with these Articles and the Applicable Listing Rules. For so long as the Shares are registered in the Emerging Stock Market or listed in the Taipei Exchange or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.
Subject to the Law, these Articles, Applicable Listing Rules and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company.
The Directors may from time to time appoint any Person (exclusive of any Independent Directors), whether or not such Person is a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of the chief executive officer, president, one (1) or more vice-presidents or chief financial officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Notwithstanding the foregoing, if any Directors hold either of the above positions, the relevant remuneration shall be subject to Article 85. Any Person so appointed by the Directors may be removed by the Directors.
The Directors may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors.
The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for

such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the two next following Articles shall not limit the general powers conferred by this Article.
The Directors from time to time and at any time may establish any committees for managing any of the affairs of the Company (including but not limited to remuneration committee), and unless otherwise provided in the Applicable Listing Rules, the members of such committees shall be Directors. Where any Director holds above position, the relevant remuneration shall be subject to Article 85.
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.
97B Subject to the Cayman Islands law and the Applicable Listing Rules, any Director shall owe fiduciary duties to the Company and such fiduciary obligations shall include but not limited to the observance of general standards of loyalty, good faith and the avoidance of a conflict of duty and self-interest. If any Director breaches the aforesaid fiduciary duties, subject to the Cayman Islands law and the Applicable Listing Rules, such Director shall be held liable for any damages therefrom.

Subject to the Cayman Islands law and the Applicable Listing Rules, if any Director violates the aforesaid fiduciary duties for him/herself or another person, it may be resolved at the general meeting to deem any income from such behaviour as the Company's income.

If any Director breaches any applicable laws or regulations in performing business for the Company, therefore causing any loss or damage to third party, subject to the Cayman Islands law and the Applicable Listing Rules, such Director shall be held jointly and severally liable for the loss or damage to such third party with the Company. In this connection, such Director shall indemnify the Company for any loss or damage incurred by the Company to third party.

Subject to Cayman Islands law and the Applicable Listing Rules, to the extent of the scope of their respective duties, the officers and the supervisors (if any) of the Company shall bear the liability identical to that applicable to Directors pursuant to the preceding paragraphs of this Article.

BORROWING POWERS OF DIRECTORS

Subject to these Articles and the Applicable Listing Rules, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one (1) or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal.

Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

A person shall not act as a Director and shall be discharged or vacated from the office of Director, if he or she:
(a) committed an organized crime and has been adjudicated guilty by a final judgment, and he has not served the term of the sentence yet, he has not served the full term of the sentence, or the time elapsed after he has served the full term of the sentence, his term of probation has expired or he has been pardoned is less than five (5) years;
(b) has been sentenced to imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, and he has not served the term of the sentence yet, he has not served the full term of the sentence, or the time elapsed after he has served the full term of such sentence, his term of probation has expired or he has been pardoned is less than two (2) years;
(c) has been adjudicated guilty by a final judgment for violating anti-corruption law, and he has not served the term of the sentence yet, he has not served the full term of the sentence, or the time elapsed after he has served the full term of such sentence, his term of probation has expired or he has been pardoned is less than two (2) years;
(d) becomes bankrupt or enters into liquidation process by a court order and has not been discharged from bankruptcy or liquidation;
(e) has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;
(f) has no or only limited legal capacity;
(g)
dies or is found to be or becomes of unsound mind;
(h)
- resigns his office by notice in writing to the Company;
(i) becomes subject to the order of commencement of assistance due to incapacity pursuant to relevant Taiwan law and the order has not been revoked; or
(j) is removed from office and ceases to be the Director pursuant to these Articles.
In case a Director has, in the course of performing his/her duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and regulations and these Articles, but not been discharged or removed by a resolution of the general meeting, any Shareholder(s) holding three percent (3%) or more of the total number of issued Shares may, within thirty (30) days after that general meeting, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, in respect of such matter, for the removal of such Director, at the Company’s expense.

PROCEEDINGS OF DIRECTORS

The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes present at such meeting. In case of an equality of votes the chairman shall not have a second or casting vote. The notice of the Board meeting shall state the reasons for such meeting and shall be given to each Director at least seven (7) days prior to the meeting via mail or electronic transmission; however the Board meeting may be convened from time to time in case of any emergency in accordance with the Applicable Listing Rules. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of Board Meetings.

A Director may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director is a member, by means of videoconference or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
Unless otherwise provided in these Articles, the quorum necessary for the transaction of the business of the Directors shall be more than one-half (1/2) of the Directors. A Director represented by alternate Director at any Board meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:
(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or
(b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

In the case that a Director's spouse, a blood relative within second degree of kinship or a company which has parent-subsidiary relationship with the Director has personal interest in a matter on agenda for the Board meeting, such Director shall be deemed to have personal interest in that matter.

A Director (exclusive of any Independent Directors) who does anything for himself or on behalf of another person that is within the scope of the Company's business shall declare the essential contents of such behaviour to the general meeting of the Shareholders and be approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. Failure in obtaining such approval shall cause the Director being so interested be liable to account to the Company for any profit realised by any such behaviour if the general meeting so resolves by an Ordinary Resolution within one (1) year from such behaviour.
Notwithstanding the preceding Articles, subject to the Applicable Listing Rules, a Director (exclusive of any Independent Directors) may hold any other office or place of profit under the Company (other than the office of internal auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract

or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

Subject to these Articles and the Applicable Listing Rules, any Director (exclusive of any Independent Directors) may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as internal auditor to the Company.
The Directors shall cause all minutes to be made in books or loose-leaf folders provided for the purpose of recording:
(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
Subject to the Applicable Listing Rules, when the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held.
Subject to the Applicable Listing Rules, the continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for summoning a general meeting of the Company, but for no other purpose.
Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one (1) of their number to be chairman of the meeting.
A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present.
Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, all acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors:
(a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others;
(b) the sale or transfer of the whole or any material part of its business or assets;
(c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;
(d)
the election of Chairman of the Board pursuant to these Articles;
(e) the distribution of part or all of the dividends or bonus of the Company by way of cash pursuant to Article 125A;

(f) the allocation of Employees' Remunerations and Directors’ Remunerations pursuant to Article 129; and
(g) issuance of corporate bonds.

AUDIT COMMITTEE

The Company shall set up an Audit Committee, and the professional qualifications of members, formation, appointment, discharge, how such committee functions and exercises its power and other relevant matters shall be subject to the Applicable Listing Rules. The Audit Committee shall comprise solely of all Independent Directors and the number of committee members shall not be less than three (3). One (1) of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one (1) of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half (1/2) or more of all its members.
Notwithstanding anything provided to the contrary contained in these Articles, the following matters require approval of one-half (1/2) or more of all members of the Audit Committee and final approval of the Board:
(a) adoption of or amendment to an internal control system;
(b) assessment of the effectiveness of the internal control system;
(c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, provision or extension of monetary loans to others, or endorsements or guarantees for others;
(d) any matter relating to the personal interest of the Directors;
(e) the entering into of a transaction relating to material assets or derivatives; ;
(f) a material monetary loan, endorsement, or provision of guarantee;
(g) the offering, issuance, or private placement of the Shares or any equity-linked securities;
(h) the hiring or dismissal of an attesting certified public accountant as the auditor of the Company, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officers;
(j) approval of annual and semi-annual financial reports; and
(k) any other material matter deemed necessary by the Board of Directors or so required by Applicable Listing Rules or the competent authority.

Subject to the Applicable Listing Rules, with the exception of item (j) above, any other matter that has not been approved with the consent of one-half (1/2) or more of all Audit Committee members may be undertaken upon the consent of two-thirds (2/3) or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Subject to the Applicable Listing Rules, where the Audit Committee is unable to convene a meeting for any proper cause, matters may be approved by consent of two-thirds (2/3) or more of all Directors, provided that the Independent Director members shall still be required to issue an opinion as to whether the resolution is approved in respect of a matter under item (j) above.

The accounts of the Company shall be audited at least once in every year.

The Audit Committee shall at all reasonable times have access to and may make copies of all books, all accounts and vouchers and documents kept by the Company relating thereto; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.
The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Audit Committee and compared with the books, accounts and vouchers relating thereto; and the Audit Committee shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The Audit Committee may appoint, on behalf of the Company, a practicing lawyer and a certified public accountant to conduct the examination. The financial statements of the Company shall be audited by an auditor appointed by the Board in accordance with generally accepted auditing standards. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such country or jurisdiction.
Subject to the Cayman Islands law, any Shareholder(s) holding three percent (1%) or more of the total number of the issued Shares of the Company for six (6) consecutive months or longer may request in writing any Independent Director of the Audit Committee to file a litigation against any Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.

If the Independent Director of the Audit Committee who has been requested by such Shareholder(s) in accordance with the previous paragraph fails or refuses to file such litigation within thirty (30) days after receiving the request by such Shareholder(s), subject to Cayman Islands law, such Shareholder(s) may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.

123A. Other than that the Board of Directors is unwilling or unable to convene a general meeting, an Independent Director of the Audit Committee may convene a general meeting for the interest of the Company when necessary.
Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Rules of Audit Committee.

DIVIDENDS

Subject to the Law, any rights and restrictions for the time being attached to any Shares and these Articles, the Company by Ordinary Resolution may declare dividends and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
125A Notwithstanding the preceding Article (125), the Directors may distribute part or all of the dividends or bonus by way of cash with the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors, and report the aforementioned distribution to the Shareholders at the next general meeting.
Subject to Article 129, the Directors may, before recommending any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.
Any dividend may be paid by cheque sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to the representative of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be

made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the number of the Shares held by the Shareholders.
As the Company continues to grow, the need for capital expenditure, business expansion and a sound financial planning for sustainable development, it is the Company's dividends policy that the dividends may be allocated to the Shareholders in the form of cash dividends and/or bonus shares according to the Company's future expenditure budgets and funding needs.

Unless otherwise provided in the Applicable Listing Rules, where the Company makes profits before tax for the annual financial year, the Company shall allocate (1) a maximum of ten percent (10%) and a minimum of one percent (1%) of such annual profits before tax for the purpose of employees' remunerations (including employees of the Company and/or any Affiliated Company) (the " Employees' Remunerations "); and (2) a maximum of ten percent (10%) of such annual profits before tax for the purpose of Directors’ remunerations (the “ Directors’ Remunerations ”). Notwithstanding the foregoing paragraph, if the Company has accumulated losses of the previous years for the annual financial year, the Company shall set aside the amount of such accumulated losses prior to the allocation of Employees' Remunerations and Directors’ Remunerations. Subject to Cayman Islands law, the Applicable Listing Rules and notwithstanding Article 139, the Employees' Remunerations and the Directors’ Remunerations may be distributed in the form of cash and/or bonus shares, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors. The resolutions of Board of Directors regarding the distribution of the Employees' Remunerations and the Directors’ Remunerations in the preceding paragraph shall be reported to the Shareholders at the general meeting after such Board resolutions are passed.

Unless otherwise provided in the Applicable Listing Rules, the net profits of the Company for each annual financial year shall be allocated in the following order and proposed by the Board of Directors to the Shareholders in the general meeting for approval:

(a) to make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;
(b) to set off accumulated losses of previous years (if any);
(c) to set aside ten percent (10%) as Legal Reserve pursuant to the Applicable Listing Rules unless the accumulated amount of such Legal Reserve equals to the total paid-up capital of the Company;
(d) to set aside an amount as Special Reserve pursuant to the Applicable Listing Rules and requirements of the Commission; and
(e) with respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (d) above plus any previously undistributed cumulative Retained Earnings), the Board of Directors may present a proposal to distribute to the Shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, and, subject to the Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (a) to (d) above. Cash dividends shall comprise a minimum of fifty percent (50%) of the total dividends allocated to Shareholders.
If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share. No dividend shall bear interest against the Company.

INTERIM DIVIDEND DISTRIBUTION OR LOSS OFF-SET

130A. The Company may distribute earnings or offset losses after the end of each half of the financial year.

130B. A proposal of the distribution of earnings or off-set of losses for the previous half of the financial year, together with the business report and financial statements, shall be first reviewed by the Audit Committee and then be submitted to the Board of Directors for approval.
130C. Before the Company distributes earnings in accordance with Article 130B, it shall make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations, offset cumulative losses (if any) and set aside Legal Reserve pursuant to the Applicable Listing Rules unless the accumulated amount of such Legal Reserve equals to the total paid-up capital of the Company.
130D. The Company may distribute earnings by way of issuance of new Shares in accordance with Article 130B approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. The Company may distribute earnings in the form of cash dividends in accordance with Article 130B by the approval of the Board of Directors pursuant to Article 125A.
130E. The distribution of earnings or off-set of losses by the Company in accordance with the preceding four Articles shall be based on the financial statements audited or reviewed by certified public accountant(s).

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.
The books of account shall be kept at the Office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
The Board of Directors shall prepare and submit the business reports, financial statements and records to the annual general meeting of Shareholders for its ratification and after the meeting shall distribute to each Shareholder the copies of ratified financial statements and the resolutions on the surplus earning distribution and/or loss offsetting. For so long as the Shares are registered in the Emerging Stock Market or listed in the Taipei Exchange or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.
Subject to the Applicable Listing Rules, the Board shall keep copies of the yearly business report, financial statements and other relevant documents at the office of its Shareholders’ Service Agent in Taiwan ten (10) days before the annual general meeting and any of its Shareholders is entitled to inspect such documents from time to time.
Save for the preceding Article 134 and Article 148, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.
The accounts relating to the Company's affairs shall only be audited in such manner and with such financial year end as may be determined from time to time by the Directors, or required by the Applicable Listing Rules.
The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

INTERNAL AUDIT

The Company shall set up internal audit unit under the Board of Directors, and hire qualified and adequate staffs as internal auditors. Any matters in relation to the internal audit shall comply with the Applicable Listing Rules.

CAPITALISATION OF RESERVES

Subject to the Applicable Listing Rules and the Law, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B:
(a) resolve to capitalise an amount standing to the credit of reserves or other capital reserves (including a share premium account, capital redemption reserve, revenue, profit and loss account, Capital Reserves, Legal Reserves and Special Reserves), whether or not available for distribution;
(b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the number of Shares held by them respectively and apply that sum on their behalf in or towards paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other;
(c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; and
(d) generally do all acts and things required to give effect to any of the actions contemplated by these Articles.
139A. For the avoidance of doubts, the allotment of bonus shares in connection with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B.

PUBLIC TENDER OFFER

For so long as the Shares of the Company are registered in the Emerging Market and/or listed in the Taipei Exchange or TSE, any public tender offer of the Shares of the Company shall be subject to the Applicable Listing Rules, including but not limited to the “Regulations Governing the Public Tender Offer of Shares of Public Companies”.

SHARE PREMIUM ACCOUNT

The Directors shall in accordance with the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
Subject to the Applicable Listing Rules and the Law, there shall be debited to any share premium account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

NOTICES

Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Shareholder at his address as appearing in the Register, or to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic mail number or address such Shareholder may have positively confirmed in writing for the purpose of such service of notices. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands as their representative in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or other document, if served by:
(a) post or courier, shall be deemed to have been served five (5) days after the time when the letter containing the same is posted or delivered to the courier;
(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c) recognised courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or
(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
Notice of every general meeting of the Company shall be given to:
(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

The Board shall keep at the office of its Shareholders’ Service Agent in Taiwan copies of the Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of corporate bonds issued by the Company. Any Shareholder may request, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect and to make copies of the foresaid Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of the corporate bonds issued by the Company. The Company shall cause its Shareholders’ Service Agent to provide the aforesaid documents.
Without prejudice to the rights set forth in these Articles, no Shareholder shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.
The Board shall be entitled to release or disclose to any regulatory or judicial authority any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholder including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY OR INSURANCE

The Company may by Ordinary Resolution adopt one (1) of the protection mechanisms as described in Article 152 (a) and (b).
(a) Every Director and other officer for the time being and from time to time of the Company (each an " Indemnified Person ") may be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, wilful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

(b) The Company may purchase directors and officers liability insurance (“ D&O insurance ”) for the benefit of every Director and other officer for the time being and from time to time of the Company. Such D&O insurance shall only cover the liability arising from the duty of such Director or officer in accordance with these Articles, the Law and the Applicable Listing Rules.

FINANCIAL YEAR

Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

WINDING-UP

If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law and in compliance with the Applicable Listing Rules, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any asset whereon there is any liability.
The Company shall keep all statements, records of account and documents for a period of ten years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by Ordinary Resolution.

AMENDMENT OF ARTICLES OF ASSOCIATION

Subject to the Law and the Articles, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association and/or these Articles in whole or in part.

LITIGIOUS AND NON-LITIGIOUS AGENT

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall appoint a litigious and non-litigious agent in Taiwan (the " Litigious and Non-Litigious Agent "). The Litigious and Non-Litigious Agent shall be the responsible person of the Company in Taiwan and shall have residence or domicile in

Taiwan. The Company shall report to the Commission in respect of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent. In case of any change of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent, the Company shall report to the Commission in respect of such change.

CORPORATE SOCIAL RESPONSIBILITY

For the purpose of performing corporate social responsibility, the Company shall follow the applicable laws, regulations and business ethics in operating its businesses and may conduct practices to facilitate public interests

Appendix II

All Cosmos Bio-Tech Holding Corporation

Procedual Rules of Shareholder Meeting

Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies.
Article 2 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3 (Convening shareholders meetings and shareholders meeting notices) Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting.

In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting.

None of the above matters may be raised by an extraordinary motion.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 (Principles determining the time and place of a shareholders meeting) The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 (Preparation of documents such as the attendance book) This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 (The chair and non-voting participants of a shareholders meeting) If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the

directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8 (Documentation of a shareholders meeting by audio or video) This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10 (Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 11 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12 (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this

Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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 14 (Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this

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Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.

Article 16 (Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction,

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obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 (Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

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Appendix III

All Cosmos Bio-Tech Holding Corporation

Procedual Rules Governing of Election of Directors

Article 1

To establish a well-functioning election system for the Directors of the Company, these Guidelines are established in accordance with the Applicable Listing Rules for compliance.

Unless otherwise defined in these Guidelines, any capital letters as used in these Guidelines shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter " Articles ").

Article 2

In electing the directors of the company, the overall composition of Board of Directors shall be taken into consideration. Members of the board of directors shall possess the knowledge, skills and qualifications generally required for performing their duties. Overall, the qualifications include the following:

Capability to make operational judgments.
Accounting and financial analytical ability.
Operations management ability.
Crisis handling ability.
Industry knowledge.
International market perspective.
Leadership ability.
Decision-making ability.

At least 50% of the directors shall not be spouses or have any familial relationship within the second degree of kinship.

Article 3 The qualifications for independent directors of the company shall be consistent with Articles 2, 3 and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

The election of the company’s independent directors shall be consistent with Articles 5, 6, 7,8 and9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and be in accordance with Article 24 of the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.

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Article 4 If the number of directors is less than 5 due to any dismissal, the company shall fill the vacancy in the following shareholders’ meeting. However, if the number of vacancies exceeds 1/3 of the seats provided by the Articles of Association of the Company, the company shall convene a special shareholders’ meeting to fill the vacancy within 60 days from the occurrence of the fact. If the number of independent directors is less than the requirement under the provision of Section 1, Article 14-2 of the Securities and Exchange Act, relevant rules under Listing Review Standards of the Taiwan Stock Exchange or section 8 under “Substantial Determination Standard for Unsuitability for Over-theCounter Listing under Section 1, Article 10 of the Review Standard for Securities Transaction in Securities Dealers Premises” of Gre-Tai Securities Transaction Center of the Republic of China, the vacancy shall be filed in the following shareholders’ meeting. If all independent directors are dismissed, a special shareholders’ meeting shall be convened to fill the vacancy within 60 days from the occurrence of the fact. Article 5 Directors of the company shall be elected by means of the single open cumulative ballot method selection, registered and accumulated election method. Each share is entitled to the same number of voting rights as the number of directors to be elected. The votes may be cast one single candidate or be distributed among several candidates. The company’s independent directors shall be elected under the procedure of candidate nomination system as provide under Article 192-1 of the Company Law.

Article 6 The Board of Directors shall prepare the number of voting ballots as the number of directors to be elected, with weighting indicated. The ballots shall be distributed to shareholders attending the shareholders’ meeting. The voters may identify themselves by the attendance number printed on the voting ballots. Article 7 The voting rights for independent directors and non-independent directors shall be calculated separately based on the number of seats of directors of the company provided under the Articles of Association of the Company. The persons receiving the most number of votes shall be elected in order. If two or more persons receive the same number of votes and the number of seats available has been exceeded, a random draw shall be conducted between the persons receiving the same number of votes. If any candidate is absent, the chairman of Board of Directors will perform the random draw on its behalf. Article 8 Prior to the start of the election, the chairman will designate certain number of shareholders to serve as vote supervisors and vote counters and perform relevant duties. The voting box shall be prepared by the Board of Directors and shall be open in public for inspection before voting starts.

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Article 9 If the candidate is a shareholder, the voter shall complete the candidate’s registered name and shareholder registration number in the candidate’s column on the voting ballot. If the candidate is not a shareholder, the name of the candidate and the number of its identification document shall be completed. However, if the candidate is a government or institutional shareholder, such government or institution’s name shall be indicated in the column of candidate’s registered name on the voting ballot. Alternatively, the column may also be completed with such government or institutional name and the name of its representative. If there is more than one representative, the names of all representatives shall be indicated.

Article 10 Voting ballots with the following events shall be invalid:

Voting ballots that are not prepared by the board of directors.
Blank ballots inserted into the voting box.
Ballots that are illegible or that have been altered.
If the candidate is a shareholder, the registered name and shareholder registration number are inconsistent with the shareholder register. If the candidate is not a shareholder, the name and identification document number are found to be inconsistent.
Other words are included on the ballots other than the registered name (name) of the candidate or the shareholder registration number (number of identification document) and the allocated voting rights.
The name of the candidate is the same as another shareholder and the shareholder registration number or identification document number is not completed which allows for identification.

Article 11 Ballots shall be opened on site after voting is completed. The chairman will announce the list of elected directors on site based on the results of ballot

Article 12 The election notice for elected directors shall be issued by the Board of Directors of the company.

Article 13 This procedure shall be implemented after approved the shareholders’ meeting. The same procedure shall be applicable to any amendment hereof.

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Appendix VI

All Cosmos Bio-Tech Holding Corporation.

Shareholdings by the Board of Directors

1.Total number of issued shares of the Company : 64,034,001 shares

2.The shareholdings of the directors as of the share register closure date for this Annual General Meeting.

Title	Name	Elective Date	Shareholding Number	Shareholding Percentage
Chairman	Representative of All Cosmos Investment Ltd: Peng, Shih Hao	2016.6.30	22,500,001	35.14%
			139,000	0.2%
Director	Representative of Sheng Hua Ltd : PengShengChing	2016.6.30	2,500,000	3.9%
Director	Hsu, Ken Tsai	2016.6.30	30,000	0.05%
Director	Chang, Lu Chang	2016.6.30	30,000	0.05%
Director	Representative of Maxtrength Corporation	2016.6.30	4,500,000	7.03%
			12,000	0.02%
Director	Chee, KhengHoy	2016.6.30	`－`	`－`
Independent Director	Lo, Tze Wu	2016.6.30	`－`	`－`
Independent Director	Yang, Yung Cheng	2016.6.30	`－`	`－`
Independent Director	Yeh, Chung Chuan	2016.10.19	`－`	`－`
	Total		29,711,001	46.39%

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AI assistant

ACBT — AGM Information 2019

52387_rns_2019-07-19_0f6c0058-e0d7-4bdd-9f2d-8eb2ce647b55.pdf

全宇生技控股有限公司 All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Handbook

Table of Contents

全宇生技控股有限公司

All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Procedures

9. Meeting Adjourned

全宇生技控股有限公司

All Cosmos Bio-Tech Holding Corporation

2019 Annual General Meeting Meeting Agenda

6. Other Business:

Reporting Matters

Agenda 1 : 2018 Business Report. (Proposed by the Board of Directors)

Explanatory Notes:

Agenda 2 : 2018 Financial Statements as examined by the Audit Committee. (Proposed by the Audit Committee)

Explanatory Notes ：

Agenda 3 : Report on the Distribution of Employees’ Compensation and Directors \ Remuneration for 2018. (Proposed by the Board of Directors)

Adoption Matters

Agenda 1 : 2018 Business Report and Financial Statements. (Proposed by the Board of Directo rs)

Agenda 2 : 2018 Earnings Distribution Proposal (Proposed by the Board of Directors)

RESOLUTION :

Discussion Matters

Agenda 1 : Amendment to the Company’s Articles of Incorporation. (Proposed by the Board of Directors)

Agenda 2 : Amendment to the Company’s Procedures Governing the Acquistition or Disposal of Assets. (Proposed by the Board of Directors)

RESOLUTION :

RESOLUTION :

Agenda 4 : Amendment to the Company’s Procedures for Endorsements and Guarantees (Proposed by the Board of Directors)

Agenda 5 : Amendment to the Company’s Rules Governing the Procedures for Shareholders’ Meetings. (Proposed by the Board of Directors)

Directors’ Re-election

Agenda : To re-elect the Directors and Independent Directors (Proposed by the Board of Directors)

Other Business

Agenda : Release the Company’s Directors from Non-Competition Restrictions. (Proposed by the Board of Directors )

Ad Hoc Motions

Meeting Adjourned

Attachments

Attachment I

2018 Business Report

Dear Shareholders

1. 2018 Operating Results

1.1 Business plan implementation results

1.2 Financial Revenue and Profitability

2. 2019 Operating Plan Summary

Attachment II

All Cosmos Bio-Tech Holding Corporation

Examination Report of the Audit Committee

Attachment III

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Trade Receivables

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Attachment IV

All Cosmos Bio-Tech Holding Corporation. 2018 Earnings Distribution Proposal

Attachment V

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Articles of Association

After Revision

Before Revision

Illustration

Attachment VI

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amended Procedures Governing the Acquisition of Disposal of Assets

Article 5

Article 5

Article 6 Decision and Authorization Level

Article 6 Decision and Authorization Level

Management

Attachment VII

All Cosmos Bio-Tech Holding Corporation

The Comparison Table of Amendments to the Company’s Operating Procedures Governing Lending of Funds

F) The authorized limits

F) The authorized limits 1~3 pass

Attachment VIII

All Cosmos Bio-Tech Holding Corporation

ACBT AGM Information 2019

`全宇生技控股有限公司` All Cosmos Bio-Tech Holding Corporation

`全宇生技控股有限公司`

`全宇生技控股有限公司`

Explanatory Notes `：`

All Cosmos Bio-Tech Holding Corporation `全宇生技控股有限公司`