ANDERSON — AGM Information 2019

Jun 14, 2019

Stock code：1528

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ANDERSON INDUSTRIAL CORP.

The 2019 Shareholders' Meeting Conference Manual

May 30, 2019

Place: 2F, No. 57, Dongyuan Road, Jhongli District, Taoyuan

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Anderson Group Procedure for Regular Session of 2019 General Meeting of Shareholders

• I. Announcement of the session.

• II. Message from the Chairman.

• III. Report

• IV. Ratification

• V. Discussion

• VI. Extemporary Motions

• VII. Adjournment of meeting

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Anderson Group Agenda for Regular Session of 2019 General Meeting

• I Date and time: May 30 2019 (Tuesday), at AM 09:00.

• II Place: 2F, No. 57, Dongyuan Road, Jhongli District, Taoyuan. III Report on attendance and announcement of the session. IV The address of the Chairman

• V Report

• (I) Operation Highlights of 2018.

• (II) 2018 Supervisors’ Report.

• (III) Endorsements, Guarantees, and Financing.

• (IV) Remuneration to employees and Directors and Supervisors in 2018.

• (V) Amendment of some provisions of the Code of Practice for Corporate Governance.

• (VI) Treasury stock buyback execution.

• VI Ratification:

• (I) Operation Highlight and Financial Statements of 2018.

• (II) Proposal for Distribution of Earnings in 2018.

• VII Discussion

• (I) Amendment to the “Procedure for Acquisition and Disposition of Assets” in part.

• (II) Abandoning investment of Sogotec Precision Co., Ltd. capital increase in future.

• (III) Capital reserve for distribution as cash dividend.

• (IV) Amendment to the “Regulation Governing Financing” in part.

• (V) Amendment to the “Regulation Endorsement” in part.

• IX Extemporary Motion.

• X Adjournment of Meeting.

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Report

Motion No. 1

Cause of motion: Operation Result in 2018. Description: Refer to Operation Highlight 2018 ( Appendix I).

Motion No. 2

Cause of motion: Supervisor’s Review Report on 2018 account settlement. Description: Refer to Supervisor’s Review Report ( Appendix II).

Motion No. 3 Cause of motion: Status of Endorsement/Guarantee and Loaning of Funds. Description:

• (I) The Company acted to guarantee the investees of the Anderson Europe and Yude Technology Co., Ltd. and Sogotec Precision Co., Ltd.for access to financing. The balance of loan guaranteed by the Company through endorsement amounted to EUR6,370,000, USD1,000,000 and NTD 220,000,000 as March 31, 2019.

• (II) The total amount of endorsement/guarantee undertaken by the Company amounted to NTD471,286,000 an overall limit for endorsement/ guarantee of NTD 1,228,624,000 and the upper limit for endorsement/guarantee to particular enterprise is NTD 773,174,000, which is controlled within the limits. The detail is shown in the table below:

Beneficiary	Amount of endorsement/guarantee	Amount of endorsement/guarantee	Loan balance	Remark
	Original currency:$	NTD: 1,000
Anderson Group (Anderson Europe) Yude Sogotec Precision	EUR 370,000 US$ 1,000,000 NT$ 220,000,000 EUR 5,000,000	12,806 30,820 220,000 173,050	- - 142,659 173,050

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Matec Gmbh	EUR 1,000,000			34,610 471,286		20,393 336,102

• (III) The total amount of loaning the others by the Company is NTD 65,430 ,000 and with an overall limit of 1,030,899,000 and the upper limit of 515,450,000 for particular enterprise, which is controlled within the limits. The details are as shown in the table below:

Beneficiary	Loaning limit	Loaning limit	Loaning limit	Balance of drawdown	Balance of drawdown	Remark
	Original currency:$	NTD: 1,000
Monforts GmbH Giben America Inc.	EUR 1,000,000 USD 1,000,000		34,610 30,820 65,430		- 24,656 24,656

Motion No. 4

Cause of motion: The remuneration to employees and Directors and Supervisors in 2018

Description:

• (I) Remuneration to employees and Directors and Supervisors in 2018 was made pursuant to Article 20 of the Articles of Incorporation of the Company.

• (II) The Company planned to appropriate 2.33% of the earnings before taxation as remuneration to employees and Directors and Supervisors, which amounted to NTD568,942 to the employees and NTD568,942 to the Directors and Supervisors.

• (III) The case was approved by the board of directors on March 11, 2019. There is no difference between the amount of compensation for employees and directors recognized by the Company in the year of 2018 and the amount of allotment.

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Motion No. 5

Cause of motion: Amendment of some provisions of the Code of Practice for Corporate Governance.

Description: The Company revised the “Code of Practice for Corporate Governance” of the Company in accordance with the provisions of the Taiwan Stock Exchange Corporation on December 12, 2018, No. 10700240891. Please refer to ( Appendix III) for the revised table before and after the amendment.

Motion No. 6

Cause of motion: Treasury stock buyback execution.

Description: In accordance with the provisions of Article 28 of the Securities Exchange Act and the “Measures for Buying Back the Company's Shares by the Listed Companies”, please refer to the following table for the implementation of the treasury shares.

Buybackperiod	10th	11th
Date of adoption of the board resolution	2015/8/28	2015/11/10
Buy back purpose	Transfer of shares to employees	Transfer of shares to employees
Buyback intervalprice	NT$6.50-12.00/per	NT$7.50-14.00/per

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	share	share
The type and quantity of shares that have been bought back	Common stock 3,000,000	Common stock 119,000
The amount of shares bought back	NT$28,956,037	NT$1,107,363
Date of cancellation or transfer	2018/6/13	2018/12/26
Number of shares that have been processed for sale or transfer	Common stock 3,000,000	Common stock 119,000
Cumulative holding of the number of shares of the company	-	-
Cumulative holding of the Company's shares as a percentage of the total number of issued shares	-	-

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Ratification

Motion No. 1: (presented by the Board)

Cause of motion: The 2018 Operation Highlight and Financial Statements are presented for ratification.

Description: The Financial Statements of the Company covering fiscal year 2018 were audited by certified public accountants with the issuance of Auditor’s Report and passed by the Board. The 2018 Operation Highlight (Appendix V, Appendix I) was also passed by the Board and referred to the Supervisors for review.

Resolution:

Motion No. 2: (presented by the Board)

Cause of motion: The proposal for the distribution of earnings in 2018 is presented for ratification.

Description: The Company had corporate earnings of NTD40,976,780 in 2018 and planned to distribute as specified in the table below, and presented for ratification.

Anderson Group

Earnings Distribution Table

FY 2018 Currency unit: NTD

Undistributed earnings at beginning Add: Reassessed defined benefit plan recognized as retained earnings Add: Disposal of equity instrument investments measured at fair value through other comprehensive gains and losses is recognised in retained earnings Less:Applicable IFRS 9 impact number recognized in retained earnings Undistributed earnings after adjustment Add: earnings in 2018	＄ 5,404,727 5,021,130 44,190 ( 2,683,961) 7,786,086 40,976,780 48,762,866

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Subtotal Less: Appropriation of legal reserve Less: Appropriation of special reserve Earnings attributable to shareholders Shareholder dividends: Cash dividend: NT$0.13/share Undistributed earnings at ending	( 4,097,678) ( 17,110,976) 27,554,212 ( 25,913,030) $ 1,641,182
Chairman: Liao Wen-Chia Person in charge: Lin Chi-chuan Chief Accounting Officer: Huang Yi-Hsien

• (Note 1) The proposed distribution of cash dividends to shareholders will be allocated NT$0.13 per share (issued to the end of the year), and a distorting amount of less than one yuan will be used to transfer other company income. After the company's case was passed in the regular shareholders' meeting in 2019, it authorized the board of directors to assign another ex-dividend basis date.

• (Note 2) If you later purchase shares of the company or for other reasons, you need to adjust the dividend yield per share according to the actual number of foreign shares outstanding on the base date of ex-dividend. You are requested to authorize the board of directors to authorize the board of directors to handle all of the rights.

• (Note 3) The number of shares outstanding on March 29, 2019 was 199,331,000.

Resolution:

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Discussion

Motion No. 1: (presented by the Board)

Cause of motion: Amendment to the “Procedure for Acquisition and Disposition of Assets” in part.

Description: The company intends to amend the “Procedure for Acquisition and Disposition of Assets. Please refer to Appendix VI for the " Procedure for Acquisition and Disposition of Assets " before the amendment.

Resolution:

Motion No. 2: (presented by the Board)

Cause of motion: Abandoning investment of Sogotec Precision Co., Ltd. capital increase in future.

Description:

(I) In order to apply for the related decentralized planning operations for the subsidiary's Sogotec Precision Co., Ltd. (hereinafter referred to as “Sogotec”), it is planned to release some of its holdings in the future and abandon the cashgenerating subscription rights of the Sogotec company in the future. The rights to increase subscriptions will now be subscribed by all shareholders of the company.

(II) As of February 28, 2019, the Company ,Shengde Co., Ltd. (the 100% held subsidiary of the Company - hereinafter referred to as Shengde Company) and

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Yude Co., Ltd. (the 100% held subsidiary of the Company - hereinafter referred to as Yude Company) held 11,795,854 shares , 4,460,904 shares and 50,000 shares respectively. Based on the total number of 18,000,000 shares currently issued by the company, the total shareholding ratio is 65.53% ,24.78% and 0.28%, respectively, and the total shareholding ratio is 90.59%. This is in accordance with the application of the Sogotec Company for the timetable for the listing of stocks and compliance with the equity dispersion requirements. It is proposed to abandon the rights to subscribe for the cash Sogotec capital subscription company and sell the shares of the Sogotec company in the following ways:

1. The Sogotec company will apply for cash increase (credit resolution) within the next year, and the price per share of cash increase shall not be lower than the net value per share of the company's most recent financial report audited by accountants. From the 10% to the 15% subscription by the company’s employees, the remaining new shares issued by the company’s capital increase and issuance are in compliance with the requirements for applying for a listed counter. The company intends to abandon the cash capital increase and subscription rights, transfer the subscription rights to all shareholders of the company, and distribute other rights. Shareholders in the shareholder list of the base day will be given priority to subscribe for shares at the time of subscription. Shareholders of the company will abandon the subscribed shares or subscribe for less than one share of abnormal shares. The board of directors of the company will be authorized by the chairman of the board of directors of the Sogotec company to contact the specific person to subscribe. Follow-up The commissioner asked the independent expert to issue a statement of opinion on the reasonableness of the price.

2. Based on the consideration of meeting the decentralization standards for listed stocks and the introduction of strategic or financial investors to participate in the investment Sogotec company, the company will conduct the stock issuance (the number of points to be processed), and the number of shares to be issued and the share price will be taken into consideration. At the time of

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operation, profitability and then the capital market conditions of the Sogotec company, the subject of the stock issuance is the investor who has or is helpful to the future development of the company, or the recommendation of the securities firm. The expert issued a statement of opinion on the reasonableness of the price.

(III) After the completion of the cash increase and the release of the shares, the company’s shareholding in the company will not be less than 51%.

(IV) The above matters relating to the cash increase and the issuance of shares of Sogotec Company, after the resolution in this case was passed, authorized the Board of Directors of the Company to fully handle related matters. Resolution:

Motion No. 3: (presented by the Board)

Cause of motion: The proposal of the Company for the distribution of additional paid-in capital (APIC) as cash dividend is presented for resolution.

Description:

• (I) The Company planned to distribute APIC from the issuance of stock at premium, which amounted to NTD13,953,170, as cash dividend to shareholders on the shareholders registry as of the dividend day. The cash dividend will be paid at NT$0.07/share round to the nearest NT Dollar.

• (II) The quantity of outstanding share of the Company may be subject to change under the action of the competent authority, or, the raising of capital by the Company through issuing new shares, to the extent that the payment rate will be chanced accordingly, we asked the General Meeting to authorize the Board with full power of attorney to respond to any of the aforementioned situations.

• (III) We asked the General Meeting to authorize the Board to set the dividend day.

Resolution:

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Motion No. 4: (presented by the Board)

Motion: Amendment to the “Regulation Governing Financing” in part Description:

The company intends to amend the “Regulation Governing Financing”. Please

refer to Appendix VI for the " Regulation Governing Financing " before the amendment.

Resolution:

Motion No. 5: (presented by the Board)

Cause of motion: Amendment to the “Regulation Endorsement” in part.

Description: The company intends to amend the “Regulation Endorsement. Please refer to Appendix VII for the " Procedure for Acquisition and Disposition of Assets " before the amendment.

Resolution:

Extemporary Motions

Adjournment of meeting

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Appendix

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[Appendix I]

Anderson Group Operation Highlight

• I. Operation Results of 2018

The Company had revenue of NT$4,905,234,000 in 2018, which was an increase of NT$440,100,000, or 9.86%, from the same period of 2017. Gross profit in 2018 amounted to NT$1,292,566,000, an decrease of NT$43,432,000, or 3.25%, from the same period of 2017.

The decrease in operating expenses was mainly due to the decrease in sales expenses. The operating expenses for the year decreased by approximately NT$16,438,000. Therefore, the operating profit for the year was NT$85,628,000, a decrease of approximately NT$26,994,000 compared with the year of 2017. Earnings before taxation for the Company in 2018 amounted to NT$64,945,000, which lower than the profit level of 2017.

1. The outcome of business plan

Consolidated Financial Statement Currency

unit: NTD1,000

	2018		2017		Change	Change
	Amount	%	Amount	%	Amount	%
Net sale	4,905,234	100	4,465,134	100	440,100	10
Gross profit	1,292,566	26	1,335,998	30	(43,432)	(3)
Operating expense	1,206,938	25	1,223,376	27	(16,438)	(1)
Operating Income(loss)	85,628	2	112,622	3	(26,994)	(24)
Non-operating income (expense) - net	(20,683)	0	10,985	0	(31,668)	(288)
Earnings (loss) before taxation	64,945	1	123,607	3	(58,662)	(47)
Earnings (loss) in current period	40,188	1	94,935	2	(54,747)	(58)
Shareholders’	40,977	1	96,521	2	(55,544)	(58)

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equity attributable to parent company

2. Analysis of income position and profitability

	Currency unit: NTD1,000	Currency unit: NTD1,000	Currency unit: NTD1,000	Currency unit: NTD1,000
	Item		2018	2017
Income position	Operating income		85,628	112,622
	Non-operating income (loss) – net		(20,683)	10,985
	Earnings before taxation		64,945	123,607
	Earnings in current period		40,188	94,935
Profitability	ROA%		1.23	2.30
	ROE%		1.62	4.09
	Ratio to paid-in capital	Operating income	4.28	6.26
		Earnings before taxation	3.25	6.87
	Net profit rate%		0.82	2.13
	EPS in NTD		0.22	0.55

3. R&D result

R&D projects completed in 2018:

• (1). Development of flexible head processing machine

• (2). Development of automatic wire processing machine for composite door panels

• (3). Light five-axis machine development

• (4). Development of high-precision five-axis spindle head group

• (5). Development of HSK25E synchronous permanent magnet spindle

• (6). Development of HSK32E synchronous permanent magnet spindle

• (7). Development of HSK50E synchronous permanent magnet spindle

• (8).Development of wide-format monochrome rapid printing automation line

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II. Production and sale policy and business objective in 2019 1. Precision machinery

Continuously advanced high-end technology five-axis equipment function and machining precision, the North American market continues to maintain the access of existing Seiko machinery agents, and plans to participate in IMTS 2020, accelerate the expansion of aerospace and composite applications. The woodworking furniture market is stable and saturated, the existing product line is integrated, and the user interface AGMVP is introduced for different controller systems, which can effectively establish technical differences with market competitors. More efficient delivery of Industry 4.0 integration capabilities, and a large number of technological breakthroughs with automation and ease of use.

The South American market is expected to shift key technologies and major production back to China, standardize product lines, reorganize local operating models and reorganize the organization, and establish new sales teams that are familiar with the market into South America.

In the New Zealand and Australia regions, the competition in the panel furniture market has become more and more fierce, and new competitors have increased. Currently, the high-order linear motor Ender's own technology product line has been launched, and the new product software AGMVP has been established to integrate the product and the entry product line.

The mainland China region will maintain its existing production base in 2019. China is one of the largest markets in the world. The mainland base focuses on the production of panel furniture industry. Other PCB industry, yacht industry and cutting-edge woodworking machines will be supplied by Taiwan factories. However, mainland China is affected by the Sino-US trade war, and growth is expected to slow down.

In the Asia region, according to the needs of various markets, we continue to provide flexible product selection, integrate automation

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capabilities to provide services, and increase product added value. The yacht industry broke through the mainland market, thereby arranging the expansion of new markets in the future. There are many loopholes in the integration capability of mainland competitors in the door panel. It is still incomplete, providing Ende time and space to enter the market but still have opportunities.

In the ASEAN region, in response to the market potential and customer needs of the woodworking and furniture industry in Vietnam and other ASEAN regions, and due to the Sino-US trade war, the construction of China's woodworking furniture, auto parts manufacturing and aerospace industry chain has been set late in Vietnam. . The company has been operating the ASEAN market for many years. In order to provide a more direct, active and efficient service to the customers, and to introduce the metal precision machine produced by the German subsidiary into the ASEAN Automobile and Aerospace related industrial chain, it is planned to be organized in Vietnam in 2019. The sales and service team will expand the business of the ASEAN region based on Vietnam.

Taichung Export Processing Zone started planning and is expected to start production in 2019. It is expected to reserve more energy to cope with market demand.

In addition to the existing agents in the UK / Ireland / Switzerland / Italy continue to deepen the wood market, and through the acquisition of MATEC Germany, access to new channels, reserves into the aerospace / composite applications. It is scheduled to complete the TUV CE certification for the main products in 2019. This certification can be applied to new product development to participate in the 2020 US IMTS exhibition.

In 2018 CNC precision machining center, the number of units reached 614. It is estimated that the number of units sold in the year of 2019 will be 751, which can grow by 22%.

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2. Electronic Machine Plant (Sogotec)

The electronic machinery factory will continue to carry out the “threeyear three-way” operation plan from 2019: “product-refinement”; “marketcustomization”; “service-intelligence”.

In the next three years, in the existing printed circuit board products, the drilling machine has been officially discontinued after the inventory parts were consumed in the first half of 2018. The original drilling machine research and development manpower will fully improve the performance of the molding machine. In addition to the introduction of Ende's newly developed AC electric spindle, the machining accuracy will be improved and the product will be refined. To get rid of competitors' vicious price cuts.

The cross-industry alliance and ODM foundry will be based on the first three years, and strive for more advanced process joint development opportunities. In addition to the original foreign high-precision ODM mechanical cooperation, combined with the group's internal laser, inkjet, software, automation and other capabilities. Strengthen the kinetics of customization and achieve the leading position in the industry.

With the continuous fermentation of Industry 4.0, the automation department continues to target the traditional industry as the target market, providing customers with more intelligent service benefits, so as to reduce customer management costs. On the other hand, in response to the full intelligent needs of the original PCB industry, the automation department plans to upgrade the existing product intelligence mechanism in the next three years to meet market demand and use existing technologies to increase the application level from the traditional PCB industry. The application extends to the solar film production line.

In 2018, the number of electronic machinery sales reached 422, and it is estimated that the number of sales in 108 will be 402, and sales will remain flat.

1. Europe and the United States

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The MATEC, MONFORTS and AEC products are in the cutting-edge industry, mainly in Aerospace, Automotive and Advance materials. In addition to revisiting the original industry, existing customers to provide after-sales service and actively participating in the exhibition to return customers to the market, The Group operates geographically and brings these heavyweight products to the Chinese market and the US market, and conducts educational training for dealers and employees in China.

AAC is expected to have significant growth in the related equipment market due to the influence of the US manufacturing policy of the Trump administration. In addition to the maintenance of the original distributors and customers, the sales and service team will be strengthened to expand the market for Aerospace, Composite materials and other high-end applications in the United States.

4. China

Maintain three production bases in Shanghai, two in Shanghai and one in Guangdong. China is one of the largest markets in the world. The mainland base focuses on the panel furniture industry. Other PCB industry, yacht industry and cutting-edge woodworking machines will be supplied by Taiwan factories. The Aerospace auto industry machinery was brought into China by the German subsidiary of the merger and acquisition. After the merger and acquisition, the main scope was to expand the geographical scope of operations and expand the economies of scale of production.

• III. The effect of external competitive environment, legal environment, and operation environment

• In the 108-year international situation, due to the uncertainty of the Brexit situation, the new US government's coming to power and the conclusion of the Sino-US trade war, the increase in uncertainties will increase the Company's operational risks.

• The economic cycle changed very quickly and purchase orders tended to be big with very short delivery lead-time. This will be a challenge to the supply

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chain management capacity and production adjustment capacity of the firms. Accordingly, inventory management becomes more difficult.

1. Due to the competitive nature and business practice for some products, it usually takes time to settle the accounts. In turn, the pressure of fund appropriation will be intensified.

2. IV. Development strategy in the future

3. Improvement of existing models for quality upgrade.

4. Development of human resources for international marketing and technical service teams for development of channels in the newly emerging markets.

5. Searching for strategic partners to intensify the vertical and horizontal integration of products.

6. Increase the proportion of self-manufactured key parts and components to reduce cost so as to upgrade the competitive power of products.

7. Development of new market for bringing in more revenue.

Chairman: Person in charge: Chief Accounting Liao Wen-Chia Lin Chi-Chuan Officer: Huang Yi-Hsien

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[Appendix II]

Anderson Group Supervisor’s Review Report

To: Regular Session of 2018 General Meeting of Shareholders

Date: March 11, 2019

The Board of Directors of Anderson Group has compiled the Operation Highlight, separated financial statements and consolidated financial statements, and the proposal for distribution of earrings for fiscal period of 2018. The separate and consolidated financial statements covering 2018 were audited and certified by certified public accountants of Deloitte Taiwan with the issuance of Auditor’s Report.

We have reviewed the aforementioned documents and statements and confirmed that they are prepared in conformity to the Company Act and other applicable laws. Pursuant to Article 219 of the Company Act, we hereby present this report for your reference.

Supervisor: Representative of Jieshi Investment Co., Ltd. Wu Xiu-Bi

Supervisor: Chu Yung-Ta Supervisor: Lee Huei-Chin

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[Appendix III]

Anderson Group

Corporate governance code of practice

Chapter I General Article 1

Ende Technology Co., Ltd. (hereinafter referred to as the company) refers to the limited shares of the Taiwan Stock Exchange

The company (hereinafter referred to as the stock exchange) and the legal person of the Republic of China Securities Counter Trading Center The listing of corporate governance codes of practice, the establishment of this code of governance, to follow, and open to capital The observatory revealed it. Article 2

The company establishes a corporate governance system, in addition to complying with the provisions of the laws and regulations, the following principles should be followed For it:

First, establish an effective corporate governance structure Second, protect the rights and interests of shareholders. Third, strengthen the functions of the board of directors. Fourth, respect the rights and interests of stakeholders. Fifth, improve information transparency. Article 3

The Company shall establish the internal control system to deal with the standards of the publicly issued company and consider the overall operating activities of the Company and its subsidiaries. The internal control system should be reviewed at any time in order to ensure the design of the system in response to changes in the environment both inside and outside the company. Execution continues to be effective.

For companies that have been elected as independent directors, the approval or amendment of the internal control system shall be approved by the board of directors unless approved by the competent authority; if the independent directors have objections or reservations, they shall be stated in the proceedings of the board of directors; If the securities trading law sets up an audit committee, it shall be approved by more than one-half of all members of the audit committee, and the board of directors shall make a resolution.

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In addition to the self-assessment of the internal control system, the board of directors and management should review the audit report of the auditing unit of each department's self-assessment results at least annually, and the supervisor should pay attention to and supervise it. Directors and supervisors should regularly interview internal auditors on the lack of internal control system and should make records, track and implement improvements, and report to the board of directors. If the audit committee has been set up under the Securities Exchange Act, the assessment of the effectiveness of the internal control system shall be approved by more than one-half of all members of the Audit Committee and the resolution of the Board of Directors shall be submitted. The Company shall establish a communication channel and mechanism between the independent directors, the audit committee or the supervisor and the internal audit supervisor, and the audit committee convener or supervisor shall report to the shareholders meeting the communication with the independent directors and the internal audit supervisor.

The management of the company should pay attention to internal auditing units and personnel, and give full authority to ensure that it effectively checks and evaluates the lack of internal control system and measures the efficiency of operations to ensure that the system can be implemented continuously and effectively, and assist the board and management to fulfill. Its responsibility to implement the corporate governance system. In order to implement the internal control system and strengthen the professional competence of the internal auditor's agent to enhance and maintain the quality of the audit and the implementation effect, the company shall set up the position agent of the internal auditor. The public offering company shall establish the internal control system to deal with the requirements of Articles 1 and 6 of the internal audit personnel, and the provisions of Articles 16, 17 and 18 shall be used by the above-mentioned job agents.

The appointment, dismissal, evaluation and salary of the internal auditors of the company should be reported to the board of directors or signed by the audit supervisor for approval by the chairman of the board of directors. One of the third

The company may set up corporate governance special (part-time) units or personnel responsible for corporate governance related matters, and designate senior executives responsible for supervision, which should have the qualifications of lawyers, accountants or management experience in

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legal, financial or stock affairs of publicly issued companies. More than three years.

The matters related to corporate governance in the preceding paragraph should at least include the following:

1. Handling company registration and change registration.

2. Handling matters related to the meetings of the board of directors and the shareholders' meeting in accordance with the law, and assisting the company to comply with the relevant laws and regulations of the board of directors and the shareholders' meeting.

Third, the production of the board of directors and shareholders meeting matters.

4. To provide directors and supervisors with the information required to carry out their business and the latest developments in relation to the operating company to assist directors and supervisors in complying with the law.

5. Matters related to investor relations.

6. Other matters as stipulated in the company's articles of association or contract.

Chapter II Protection of shareholders' equity

Section 1 Encourage shareholders to participate in corporate governance Article 4

The company's corporate governance system should aim to protect shareholders' rights and treat all of them fairly. shareholder.

The company shall establish that it can ensure that shareholders have full knowledge of the company's major issues, and participate in and decide according to law.

Corporate governance system with defined rights. The fifth

The company shall convene a shareholders' meeting in accordance with the provisions of the company law and relevant laws and regulations, and formulate a complete agenda.

Then, matters that should be resolved by the shareholders' meeting must be implemented in accordance with the rules of procedure.

The resolutions of the shareholders' meeting of the Company shall comply with the provisions of the Act and the Articles of Association. Article 6

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The board of directors of the Company shall properly arrange the issues and procedures of the shareholders' meeting, and properly handle the proposals submitted by the shareholders according to law; the meeting of the shareholders' meeting shall arrange convenient meeting places, reserve sufficient time and assign appropriate competent personnel to handle the reporting procedures. The supporting documents for the attendance of the shareholders shall not be arbitrarily added to require other supporting documents; and the reasonable discussion time shall be given for each issue and the shareholders shall be given an appropriate speaking opportunity.

The shareholders' meeting convened by the board of directors shall be presided over by the chairman of the board of directors, and more than half of the directors (including at least one independent director) and the convener of the audit committee (or at least one supervisor) shall be present in person, and at least one member of the other functional committees shall be present. Representatives attended and recorded the attendance at the shareholders' meeting. Article 7

The company should encourage shareholders to participate in corporate governance, and should appoint professional stock agency agencies to handle the affairs of the shareholders' meeting, so that the shareholders' meeting will be held before it is legal, effective and safe. The Company shall adopt various methods and means, and fully adopt the technology-based information disclosure method. It is advisable to simultaneously upload the Chinese and English version of the annual report, the annual financial report, the notice of the shareholders' meeting, the discussion manual and the supplementary information of the meeting, and shall adopt an electronic voting. In order to increase the ratio of shareholders attending the shareholders' meeting, and to ensure that shareholders can exercise their shareholder rights in accordance with the shareholders' meeting.

The company convened a shareholder meeting, and the shareholders may choose to adopt the voting rights in one of electronic or on-site voting methods; the shareholders of the company vote on the case of the shareholders' meeting on a case-by-case basis, and on the day after the shareholders' meeting, the shareholders agree, oppose and The result of the waiver is entered into the Internet Information Reporting System designated by the stock exchange.

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eighth

The company shall record the year of the meeting in the minutes of the shareholders meeting in accordance with the provisions of the company law and relevant laws and regulations.

The month, day, place, chairman's name and resolution method, and record the essentials of the process and its results.

The election of directors shall state the method of voting and the number of elected directors.

The minutes of the shareholders' meeting shall be kept in a permanent and safe manner during the company's existence and fully disclosed on the company's website. Article 9

The chairman of the shareholders' meeting shall be fully aware of and abide by the rules of procedure of the company and keep the agenda smooth.

Deliberately announced the meeting.

In order to protect the interests of the majority of shareholders, in the event of a chairman’s violation of the rules of procedure to announce the adjournment of the meeting, the board of directors

Other members should promptly assist the attending shareholders in accordance with the law, and attend more than half of the shareholders' voting rights.

I would like to elect one person as the chairman to continue the meeting. Article 10

The company should pay attention to the rights of shareholders, and indeed comply with the relevant provisions of information disclosure, the company will

Regular and immediate use of public information observations for business, business and internal shareholding and corporate governance The website set up by the station or company provides information to shareholders.

In order to safeguard shareholders' rights and implement equal treatment of shareholders, listed companies should set internal standards to prohibit insiders from using market unpublished information to buy and sell securities.

Article 11

Shareholders should have the right to share the company's earnings. In order to ensure the investment interests of shareholders, the shareholders'

• 27 -

meeting may check the list of the board of directors in accordance with the provisions of Article 184 of the Company Law, and decide to distribute surplus or make a loss. When the shareholders' meeting examines the nuclear before execution, it must be selected as the examiner. Shareholders may, in accordance with the provisions of Article 245 of the Company Law, request the court to select an inspector to inspect the company's business accounts, property, specific matters, specific transaction documents and records.

The board of directors, supervisors and managers of the company shall fully cooperate with the manager for the checking of the first two inspectors and shall not evade, hinder or refuse the act. Article 12

The Company shall obtain or dispose of major financial business activities such as assets, loan loans and endorsement guarantees, and shall Relevant laws and regulations are stipulated, and relevant operating procedures are submitted to the shareholders meeting to protect shareholder rights.

beneficial.

When the company has a Management Buyout MBO, it should be based on relevant laws.

In addition to the regulations, it is advisable to form an objective independent review committee to review the purchase price and the acquisition plan.

Rational, etc., and pay attention to the information disclosure regulations.

The company's personnel handling the relevant matters of the preceding paragraph should pay attention to conflicts of interest and avoidance.

Section 2 Establishing an interaction mechanism with shareholders Article 13

In order to ensure the interests of shareholders, the company properly handles shareholder suggestions, doubts and disputes by dedicated personnel. item.

The shareholders' meeting and the board of directors of the company have violated the law or the company's articles of association, or the directors and managers have executed.

• 28 -

In the case of a violation of the provisions of the law or the company's articles of association, the shareholders' rights and interests are damaged, the company depends on the shareholders. The lawsuit should be handled properly.

The Company should set up internal operating procedures to properly handle the first two items, keep written records for future reference and incorporate them into the internal control system. One of the thirteenth

The board of directors of the company is responsible for establishing an interaction mechanism with shareholders to enhance mutual understanding of the company's development goals. Article 13 bis

In addition to communicating with shareholders through the shareholders' meeting, the board of directors of the company encourages shareholders to participate in the shareholders' meeting and communicates with shareholders in an efficient manner. Together with managers and independent directors, they understand the opinions and concerns of shareholders and clearly explain the company's policies. To obtain shareholder support.

Section III Corporate Governance Relationship between the Company and the Relationship Enterprise Article 14

The management responsibility of the personnel, assets and finances between the Company and the related companies should be clarified, and the risk assessment and the establishment of appropriate firewalls should be established.

Article 15

The manager of the company shall not concurrently serve concurrently with the manager of the related enterprise except as otherwise provided by the Act.

The directors of the company shall act in accordance with the shareholders' meeting for themselves or others as belonging to the business scope of the company.

The important content of its actions and obtain its permission. Article 16

The Company shall establish a sound financial, business and accounting management system in accordance with the relevant laws and regulations, and shall conduct appropriate risk assessments with relevant

• 29 -

companies on major banks, customers and suppliers, and implement necessary control mechanisms to reduce credit risk. . Article 17

If there are business contacts between the company and the related companies, they should be based on the principle of fairness and reasonableness.

Written specifications for financial business related operations. For the signing of the contract, the price conditions and support should be clearly defined.

Pay the method and eliminate unconventional transactions. The transactions or signings between the Company and its related parties and shareholders shall also be handled in accordance with the principles of the preceding paragraph, and the transfer of interests shall be prohibited.

Article 18

The legal person shareholder who has control over the company shall abide by the following matters:

1. It should have a fiduciary duty to other shareholders, and must not directly or indirectly make the company a non-business routine. Or other unprofitable operations.

2. The representative of the company shall follow the relevant regulations of the company to exercise its rights and participate in the resolution.

When adding a shareholder meeting, the voting rights are exercised in the principle of good faith and the best interests of all shareholders, and Be able to fulfill the loyalty and duty of care of the directors.

3. The nomination of directors of the company shall be handled in accordance with the relevant laws and regulations and the articles of association of the company, and shall not be exceeded.

The terms of reference of the shareholders' meeting and the board of directors.

4. Do not interfere in the company's decision-making or hinder business activities by improper means.

5. The company shall not be restricted or obstructed by unfair competition such as monopoly procurement or closed sales channels. Production and operation.

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6. The legal representative appointed by the elected director or supervisor shall meet the professional qualifications required by the company and shall not be arbitrarily reassigned. Article 19

The company should always have a large proportion of shares held and can actually control the major shareholders of the company. And the list of ultimate controllers of major shareholders.

The company shall regularly disclose the pledge, increase or decrease of the shareholder who holds more than 10% of the shares.

The company's shares, or other important matters that may cause changes in the shares, are supervised by other shareholders Supervisor.

Chapter III Strengthening Board Functions Section 1 Board Structure Article 20

The board of directors of the company shall be responsible to the shareholders' meeting, and all operations and arrangements concerning the corporate governance system,

It should ensure that the board of directors exercises its powers in accordance with the provisions of the laws and regulations, the articles of association or the resolutions of the shareholders' meeting.

The board structure of the company should be balanced on the scale of the company's business development and its shareholdings of major shareholders.

Determine the appropriate number of board seats for more than five persons as needed for practical operations.

The composition of the board of directors should be considered in a diversified manner. Except for the directors who are also the directors of the company, it is not appropriate to exceed one-third of the board of directors. The appropriate diversification policy should be formulated for its own operation, operational type and development needs, including but not limited to the following. The two major standards:

First, basic conditions and values: gender, age, nationality and culture. Second, professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

The composition of the board of directors should generally be gendersensitive and generally have the knowledge, skills and literacy necessary to

• 31 -

perform their duties. In order to achieve the ideal goal of corporate governance, the overall ability of the board of directors should be as follows:

First, the ability to judge operations.

Second, accounting and financial analysis capabilities. Third, business management capabilities. Fourth, the ability to handle the crisis.

5. Industrial knowledge.

Sixth, the international market view.

7. Leadership.

Eight, decision-making ability. One of the twenty

In accordance with the provisions of the Company Law, the Company shall include in the Articles of Association the election of directors for the nomination system, the qualifications of the director candidates recommended by the shareholders and the directors, the background of the academic experience and the presence or absence of the company.

• 32 -

[Appendix IV] NDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Anderson Industrial Corporation

Opinion

We have audited the accompanying consolidated financial statements of Anderson Industrial Corporation (the “Company”) and its subsidiaries (collectively, the “Group”) which comprises the consolidated balance sheet 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.

In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), 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

• 33 -

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:

• 34 -

Inventory Provision

As of December 31, 2018, the balance of inventory held by the Group was $1,755,292 thousand, a significant amount representing 30% of total assets. Because assessment of net realizable value of inventory is an area of the Group’s significant judgement based on IAS 2 “Inventory”, we believe that inventory provision is one of key audit matters. Please refer to Notes 5 and 9 to the consolidated financial statements.

Our primary audit procedures in respect of this area included understanding the appropriateness of inventory provisioning policy, assessing the reasonableness of net realizable value by performing tests of samples of sales, reviewing and implementing yearend inventory count, assessing the condition of the inventory and recalculating the amount of inventory provision.

Estimated Impairment of Accounts Receivable

As of December 31, 2018, the balance of accounts receivable held by the Group was $1,217,149 thousand, a significant amount representing 21% of total assets. The management applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected credit losses for all accounts receivables. The expected credit losses on accounts receivables are estimated by considering past default experience of the debtor, an analysis of the debtor’s current financial position and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. The evaluation of accounts receivable provision for loss, credit risk and appropriateness of provisioning policy is an area of significant judgment; therefore, we believe that the estimated impairment of accounts receivable is a key audit matter. Please refer to Notes 5 and 8 to the consolidated financial statements.

Our primary audit procedures in respect of this area included assessing the appropriateness of accounts receivable provisioning policy, testing the validity of the aging reports, analyzing circumstances of accounts receivable movements and significant past due accounts receivable, assessing the reasonableness of individual accounts receivable impairment, confirming whether there is any sign of impairment or not at the end of the year. Recoverability was also tested by vouching cash receipts after the year end.

Other Matter

• 35 -

Among the subsidiaries included in the consolidated financial statements of the Group, the financial statements of Sogotec Enterprise Co., Ltd. (Sogotec) are audited by other independent auditors. Our opinion expressed in the opinion section of this report, insofar as it relates to the amounts recognized based on financial statements audited by other auditors, is based solely on the reports of other auditors. As of December 31, 2018, Sogotec amounted to total assets of $1,323,494 thousand, constituting 23% of consolidated total assets of the Group, and amounted to total operating revenue of $1,104,986 thousand, representing 23% of consolidated total comprehensive income of the Group.

We have also audited the parent company only financial statements of the Group as of and for the years ended December 31, 2018 and 2017 on which we have issued an unmodified opinion with an other matter paragraph and unmodified opinion, respectively.

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 supervisors, 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

• 36 -

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:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. 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.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. 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.

5. 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

6. 37 -

presentation.

1. 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 Wen Chin Lin and Li Wen Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 11, 2019

• 38 -

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 accepted and 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 auditors’ report and consolidated financial statements shall prevail.

• 39 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Available-for-sale financial assets - current (Note 4) Financial assets at amortized cost - current (Notes 4 and 26) Debt investments with no active market - current (Note 4) Notes receivable, net (Notes 4 and 8) Accounts receivable, net (Notes 4, 8 and 26) Other receivables (Notes 4 and 26) Current tax assets (Note 4) Inventories (Notes 4 and 9) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 26) Financial assets at amortized cost - non-current (Notes 4 and 26) Financial assets measured at cost - non-current (Note 4) Investments accounted for using the equity method Property, plant and equipment (Notes 4, 11 and 26) Intangible assets (Notes 4 and 12) Deferred tax assets (Notes 4 and 19) Other non-current assets (Note 26) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 13 and 26) Contract liabilities - current (Notes 4 and 17) Notes payable Accounts payable (Note 25) Other payables (Note 14) Current tax liabilities (Note 4) Provisions - current (Note 4) Current portion of long-term borrowings (Notes 13 and 26) Other current liabilities (Note 14) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 13 and 26) Deferred tax liabilities (Notes 4 and 19) Net defined benefit liabilities (Notes 4 and 15)		2018 Amount % $ 607,901 10 214,242 4 - - 60,696 1 - - 189,090 3 1,217,149 21 161,487 3 6,691 - 1,755,292 30 129,781 2 25,398 1 4,367,727 75 27,549 1 17,006 - - - 8,561 - 1,142,940 20 140,371 2 81,722 1 65,532 1 1,483,681 25 $ 5,851,408 100 $ 1,349,667 23 363,535 6 2,465 - 353,028 6 310,363 6 42,166 1 53,866 1 246,061 4 13,002 - 2,734,153 47 396,481 7 1,872 - 62,226 1		2017
				Amount % $ 706,962 12 187,165 3 32,370 1 - - 39,843 1 196,636 3 1,133,990 20 55,071 1 266 - 1,712,962 30 145,603 3 19,203 - 4,230,071 74 - - - - 26,747 1 - - 1,161,333 20 145,840 3 55,464 1 63,384 1 1,452,768 26 $ 5,682,839 100 $ 1,131,729 20 - - 2,455 - 580,300 10 323,870 6 23,392 - 42,372 1 391,476 7 394,768 7 2,890,362 51 373,943 7 6,352 - 71,349 1

• 40 -

Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 16) Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income Unrealized gain (loss) on available-for-sale financial assets Total other equity Treasury shares NON-CONTROLLING INTERESTS Total equity TOTAL	31,787 - 492,366 8 3,226,519 55 1,998,810 34 369,134 6 182,567 3 58,067 1 48,762 1 289,396 5 (75,980) (1) 802 - - - (75,178) (1) (4,914) - 47,641 1 2,624,889 45 $ 5,851,408 100	19,304 - 470,948 8 3,361,310 59 1,800,000 32 266,674 5 172,915 3 50,624 1 103,198 2 326,737 6 (55,000) (1) - - (3,067) - (58,067) (1) (34,972) (1) 21,157 - 2,321,529 41 $ 5,682,839 100

The accompanying notes are an integral part of the consolidated financial statements.

• 41 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 17 and 30) OPERATING COSTS (Notes 9, 18 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 4 and 18) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4 and 18) Other income Other gains and losses (Note 12) Finance costs Share of loss of associates accounted for using the equity method Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 19)		2018 Amount % $ 4,905,234 100 3,612,668 74 1,292,566 26 587,080 12 530,545 11 81,786 1 7,527 - 1,206,938 24 85,628 2 42,110 1 (22,738) (1) (38,082) (1) (1,973) - (20,683) (1) 64,945 1 (24,757) -		2017
				Amount % $ 4,465,134 100 3,129,136 70 1,335,998 30 625,764 14 518,583 11 79,029 2 - - 1,223,376 27 112,622 3 60,689 1 (18,792) - (30,912) (1) - - 10,985 - 123,607 3 (28,672) (1)

• 42 -

NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income Income tax expense relating to items that will not be reclassified subsequently (Note 19)	40,188 1 6,290 - 1,229 - (1,284) -	94,935 2 1,948 - - - (329) - (Continued)

• 43 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain on available-for-sale financial assets Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 20) Basic Diluted		2018 Amount % $ (20,290) - - - (14,055) - $ 26,133 1 $ 40,977 1 (789) - $ 40,188 1 $ 26,247 1 (114) - $ 26,133 1 $ 0.22 $ 0.22		2017
				Amount % $ (11,677) - 3,984 - (6,074) - $ 88,861 2 $ 96,521 2 (1,586) - $ 94,935 2 $ 90,697 2 (1,836) - $ 88,861 2 $ 0.55 $ 0.55
		$		$
		$		$
		$		$
		$		$
		$		$

• 44 -

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

• 45 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars, Except Per Share Amounts)

BALANCE AT JANUARY 1, 2017 Appropriation of 2016 earnings Legal reserve Special reserve Cash dividends distributed by the Company - NT$0.2 per share Cash dividends distributed from capital surplus Net profit for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017 Total comprehensive income (loss) for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 Effect of retrospective application and retrospective restatement ADJUSTED BALANCE, JANUARY 1, 2018		Equity Attributable to Owners of the Company Other Equity Exchange Unrealized Gain Differences on (Loss) on Financial Translating the Assets at Fair Financial Value Through Unrealized Gain Retained Earnings Statements of Other (Loss) on Unappropriated Foreign Comprehensive Available-for-sale Non-controlling Legal Reserve Special Reserve Earnings Operations Income Financial Assets Treasury Shares Interests $ 163,053 $ - $ 100,810 $ (43,573 ) $ - $ (7,051 ) $ (34,972 ) $ 22,993 9,862 - (9,862 ) - - - - - - 50,624 (50,624 ) - - - - - - - (35,266 ) - - - - - - - - - - - - - - - 96,521 - - - - (1,586 ) - - 1,619 (11,427) - 3,984 - (250) - - 98,140 (11,427) - 3,984 - (1,836) 172,915 50,624 103,198 (55,000 ) - (3,067 ) (34,972 ) 21,157 - - (2,684) - (383) 3,067 - - 172,915 50,624 100,514 (55,000 ) (383 ) - (34,972 ) 21,157	Total Equity $ 2,320,833 - - (35,266 ) (52,899 ) 94,935 (6,074) 88,861 2,321,529 - 2,321,529
	Common Stock Capital Surplus $ 1,800,000 $ 319,573 - - - - - - - (52,899 ) - - - - - - 1,800,000 266,674 - - 1,800,000 266,674	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 163,053 $ - $ 100,810 9,862 - (9,862 ) - 50,624 (50,624 ) - - (35,266 ) - - - - - 96,521 - - 1,619 - - 98,140 172,915 50,624 103,198 - - (2,684) 172,915 50,624 100,514

Appropriation of 2017 earnings

• 46 -

Legal reserve Special reserve Cash dividends distributed by the Company - NT$0.45 per share Cash dividends distributed from capital surplus Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018 Total comprehensive income (loss) for the year ended December 31, 2018 Issuance of ordinary shares for cash Disposals of treasury shares Cancellation of treasury shares Actual disposals of interests in subsidiaries Changes in percentage of ownership interests in subsidiaries Share-based payment Decreases in non-controlling interests Cash dividends paid to non-controlling interests of subsidiaries Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2018	- - - - - - - 200,000 - (1,190 ) - - - - - - $ 1,998,810	- - - (8,967 ) - - - 60,000 - 82 12,201 32,794 6,350 - - - $ 369,134	9,652 - - - - - - - - - - - - - - - $ 182,567	- 7,443 - - - - - - - - - - - - - - $ 58,067	(9,652 ) (7,443 ) (80,699 ) - 40,977 5,021 45,998 - - - - - - - - 44 $ 48,762	- - - - - (20,980) (20,980) - - - - - - - - - $ (75,980)	- - - - - 1,229 1,229 - - - - - - - - (44) $ 802	- - - - - - - - - - - - - - - - $ -	- - - - - - - - 28,950 1,108 - - - - - - $ (4,914)	- - - - (789 ) 675 (114) - - - 9,358 36,710 - (15,942 ) (3,528 ) - $ 47,641	- - (80,699 ) (8,967 ) 40,188 (14,055) 26,133 260,000 28,950 - 21,559 69,504 6,350 (15,942 ) (3,528 ) - $ 2,624,889

The accompanying notes are an integral part of the financial statements.

• 47 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

	2018	2017
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 64,945	$ 123,607
Adjustments for:
Depreciation expenses	97,430	96,443
Amortization expenses	15,027	9,379
Expected credit loss recognized on accounts receivables	7,527	-
Impairment loss recognized on accounts receivable	-	17,633
Finance costs	38,082	30,912
Interest income	(2,470)	(6,931)
Compensation costs of employee share options	6,350	-
Share of loss of investments accounted for using the equity
method	1,973	-
Loss (gain) on disposal of property, plant and equipment	1,452	(511)
Loss on disposal of available-for-sale financial assets	-	984
Impairment losses recognized on intangible assets	10,000	-
(Reversal of write-downs) write-downs of inventories	(5,867)	38,243
(Gain) loss on foreign currency exchange	(3,800)	10,904
Gain on disposal of subsidiaries	(1,233)	-
Changes in operating assets and liabilities
Financial assets held for trading	-	(122,527)
Financial assets mandatorily classified as at fair value through
profit or loss	(12,030)	-
Notes receivable	7,546	(14,564)
Accounts receivable	(97,410)	(25,847)
Other receivables	(106,430)	17,917
Inventories	(72,073)	(543,557)
Prepayments	244	(68,716)
Other current assets	(6,288)	(4,985)
Contract liabilities	9,243	-
Notes payable	10	(2,167)

• 48 -

Accounts payable Other payables Provisions Other liabilities Net defined benefit liabilities Cash used in operations Interest received Interest paid Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost	(223,846) 191,433 (12,256) 79,383 11,494 1,536 (23,802) (24,431) (2,818) (872) (299,000) (196,734) 2,484 6,937 (38,216) (30,388) (44,430) (24,399) (379,162) (244,584) 13,673 - (37,859) - (Continued)

• 49 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Purchase of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets Purchase of debt investment with no active market Net cash outflow on disposal of subsidiaries Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments for intangible assets Proceeds from disposal of intangible assets Decrease (increase) in non-current assets Decrease (increase) in prepayments for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Proceeds from long-term borrowings Repayment of long-term borrowings Increase in guarantee deposits Increase in other non-current liabilities Cash dividends paid Proceeds from issuance of ordinary shares Proceeds from disposals of treasury shares Disposals of interests in subsidiaries Dividends paid to non-controlling interests Change in non-controlling interests Net cash generated from financing activities	2018 $ - - - (4,378) (88,446) 3,596 (4,721) (3,397) 80 4,469 8,355 (108,628) 217,938 304,960 (428,331) 11,221 1,262 (89,666) 260,000 28,950 21,559 (3,528) 64,559 388,924	2017 $ (59,772) 185,128 (13,875) - (200,769) 1,459 3,914 (16,196) - (1,669) (15,446) (117,226) 502,384 335,534 (226,414) 8,715 4,867 (88,165) - - - - - 536,921

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EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	(195) (99,061) 706,962 $ 607,901	(5,147) 169,964 536,998 $ 706,962

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

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[Appendix V]

Anderson Group

Procedure for Acqisition and Disposition of Assets(before amendment)

Article 1:

According to the provisions of Article 36 of the Securities Exchange Law and the provisions of the Financial Supervision and Administration Commission.

Article 2:

Scope of assets

The scope of application of the assets referred to in this process is as follows:

1. Investments in stocks, bonds, corporate bonds, financial bonds, securities of commendable funds, depositary receipts, subscription (sales) warrants, beneficiary securities and asset-based securities.

2. Real estate (including land, housing and construction, investment real estate, land use rights, inventory of construction industry) and equipment. Third, the membership card.

3. Intangible assets such as patents, copyrights, trademarks, and concessions.

4. Creditor's rights of financial institutions (including receivables, discounted bills and loans, collections).

5. Derivative goods.

6. Assets acquired or disposed of in accordance with legal mergers, divisions, acquisitions or transfer of shares.

7. Other important assets.

Article 3:

Assessment and operating procedures

1. The assessment of the acquisition or disposal of assets shall be subject to the approval of the authority and authority for the purpose of obtaining or disposing, the subject matter, the counterpart of the transaction, the price of the transfer, the conditions of payment and payment, and the reference basis for the price.

2. The operating procedures for obtaining or disposing of assets shall be handled in accordance with the relevant provisions of the internal control system of the Company.

Article 4:

Decision Procedures for Trading Conditions

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First, the price decision method and reference basis

(1) The securities obtained or disposed of in the centralized trading market or the securities firm's business premises are determined by the amount of the transaction at the time.

(2) Obtaining or disposing of securities that are not traded in the centralized trading market or the securities firm's business premises, should consider its net worth per share, profitability, future development potential, market interest rate, bond coupon rate and debtor's debt, etc. The transaction price was negotiated at the time.

(3) Obtaining or disposing of real property and other fixed assets shall be determined by reference to the present value of the announcement, the present value of the assessment, and the actual transaction price of the adjacent real estate, etc., by way of inquiry, price comparison, bargaining or bidding. If the standards meet the requirements of this procedure, they should be hired by a professional appraisal agency.

Second, the authorization level

The acquisition or disposal of the assets determined in this processing procedure shall authorize the general manager to make a decision within NT$200,000 and the chairman of the board of directors within NT$10 million; those who exceed NT$10 million shall be processed by the board of directors. In addition, the opinions of the independent directors should be fully considered and the reasons for their express or dissenting opinions and objections should be included in the records of the board of directors.

Article 5:

Execution unit

The execution unit of long-term and long-term portfolio investment is the general management office, and the execution units of real estate and other fixed assets are the use department and the general management office. Article 6:

Acquisition of Assets Valuation Report

1. Obtain or dispose of immovable property or equipment

Except for transactions with government agencies, construction of local governments, construction of land leases, or acquisition or disposal of equipment for business use, the transaction amount is 20% of the company's paid-up capital or NT$300 million. The above shall first obtain the valuation report issued by the professional valuer before the date of the fact, and meet the following requirements:

(1) For special reasons, the price, price or special price shall be used as the reference basis for the transaction price. The transaction shall be

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approved by the board of directors first, and the future transaction conditions shall be changed according to the opening procedure.

(2) If the transaction amount reaches NT$1 billion or more, more than two professional valuers should be invited to make an estimate.

(3) If the valuation result of the professional valuer is one of the following, the accountant should be consulted by the accountant in accordance with the provisions of the Auditing Standards Bulletin No. 20 issued by the Republic of China Accounting Research and Development Foundation (hereinafter referred to as the Accounting Research and Development Foundation). Handle and express specific opinions on the reasons for the difference and the transaction price:

1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount.

2. The difference between the valuation results of two or more professional valuers is more than 10% of the transaction amount.

(4) The date on which the professional valuer issues the report and the date of the establishment of the contract shall not exceed three months. However, if the current value of the same period announcement is applied and it has not exceeded six months, the original professional valuer may issue a written opinion.

The valuation report obtained or the opinion of an accountant, lawyer or securities underwriter, the professional valuer and its appraisers, accountants, lawyers or securities underwriters and the parties to the transaction shall not be the relevant persons.

1. Acquiring or disposing of securities investment

The Company obtains or disposes of the securities that should be taken before the date of the facts. The most recent financial statements audited by the accountant or reviewed by the company as a reference for evaluating the transaction price. In any of the following circumstances, and the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the accountant should be consulted before the factual date to express an opinion on the reasonableness of the transaction price. The use of expert reporters shall be handled in accordance with the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. However, if the securities have an open quotation in the active market or otherwise provided by the Financial Supervisory Commission, this is not the case. 3. Obtain or dispose of membership card or intangible asset transaction

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If the company obtains or disposes of the membership card or intangible assets transaction amount up to 20% of the company's paid-up capital or NT$300 million or more, in addition to trading with government agencies, the accountant should be consulted before the factual date. The reasonableness of the price shall be expressed, and the accountant shall handle it in accordance with the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation.

1. Those who acquire or dispose of assets through the court auction process If the company obtains or disposes of assets through the court auction procedure, it can replace the valuation report or accountant's opinion with the certification documents issued by the court.

The calculation of the amount of the first three transactions of Article 6 shall be handled in accordance with the second paragraph of Article 18, and the alleged one year shall be based on the date on which the fact of the transaction occurred, and the retrospective calculation shall be carried out for one year. The part of the valuation report or accountant's opinion issued by the professional valuer in accordance with the provisions of this standard shall not be counted again.

Article 7:

The Company obtains or disposes of immovable property from the related party, or acquires or disposes of other assets other than the real property with the related party, and the transaction amount reaches 20% of the company's paid-in capital, 10% of the total assets or new Taiwan. For those who have purchased more than 300 million yuan, in addition to buying and selling public debt, buying and selling back bonds, buying or buying back money market funds issued by domestic securities investment trusts, the following information shall be submitted to the board of directors for approval and the supervisors acknowledged. Start signing the transaction contract and payment:

1. The purpose, necessity and expected benefits of obtaining or disposing of assets.

Second, the reason for selecting the relevant person as the transaction object.

1. Relevant information on the reasonableness of the predetermined trading conditions shall be assessed in accordance with Articles 15 and 16.

2. The date and price of the relationship, the transaction object and its relationship with the company and its related parties.

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V. Estimated cash receipts and expenditures for each month in the coming year starting from the contract month, and assess the necessity of the transaction and the rationality of the use of funds.

1. The valuation report issued by the professional valuer obtained in accordance with the provisions of the preceding article, or the opinion of the accountant.

2. The restrictions and other important matters of this transaction.

The calculation of the transaction amount of the preceding paragraph shall be handled in accordance with the provisions of Paragraph 2 of Article 18, and the alleged one year shall be based on the date on which the fact of the transaction occurred, and shall be retrospectively calculated for one year and submitted to the Board of Directors for approval. The supervisor acknowledged that part of the exemption was counted.

The company and its subsidiaries or subsidiaries shall obtain or dispose of the equipment for business use, authorize the general manager to make a decision in NT$20 million and the chairman of the board of directors within NT$10 million, and then report to the board of directors of the most recent period. Ratify, if the subsidiary is a publicly issued company, authorize the public offering subsidiary to execute according to its approval authority.

The Company and its related parties obtain or dispose of assets. In addition to matters such as handling relevant resolution procedures and assessing the reasonableness of trading conditions, if the transaction amount reaches more than 10% of the company's total assets, it shall also be issued by professional valuers. Valuation report or accountant's opinion.

The calculation of the transaction amount of the preceding paragraph shall be handled in accordance with the second paragraph of Article 18.

When judging whether the transaction object is a related person, in addition to paying attention to its legal form, the substantive relationship should be considered.

Article 8:

When a company obtains real property from a related person, the reasonableness of the transaction cost shall be assessed as follows:

1. Calculate the necessary fund interest and the cost that the buyer should bear according to the transaction price of the person concerned. The socalled necessary capital interest cost is calculated based on the weighted average interest rate of the borrowings of the company's assets purchased in the year, but it shall not be higher than the non-financial industry maximum borrowing rate announced by the Ministry of Finance.

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3. If the related person has set the mortgage borrower to the financial institution with the subject matter, the financial institution shall estimate the total value of the loan of the subject matter, but the cumulative value of the actual loan lending by the financial institution to the subject matter shall reach the total evaluation of the loan. More than 70% of the value

and the loan period have been more than one year. However, financial institutions and one party to the transaction are related to each other and are not applicable.

If the land and houses of the same target are merged, the transaction cost shall be assessed on the land and the house according to any of the methods listed in the preceding paragraph.

The company obtains real estate from related parties and evaluates the cost of real estate according to the first and second provisions. It should also ask the accountant to review and express specific opinions.

The company obtains real estate from related parties. In any of the following circumstances, it shall be handled in accordance with the provisions of Article 7. The first three provisions shall not apply:

1. The relationship person acquires real estate due to inheritance or gift.

2. The time for the parties to contract to obtain real estate has been more than five years from the date of the transaction.

3. Signing a contract for joint construction with the person concerned, or obtaining the real estate from the establishment of the real estate commission, the construction of the land lease committee, etc. Article 8-1:

When the evaluation results of the Company are lower than the transaction price according to the first and second provisions of the preceding article, they shall be handled in accordance with the provisions of Article 8.2. However, if the following circumstances, and the objective evidence and the specific reasonable opinions of the real estate appraisers and accountants are taken, this is not the case:

1. If the relationship is acquired by a plain land or a leased land, one of the following conditions must be proved:

(1) The plain land is assessed according to the method stipulated in the preceding article. The house is calculated according to the construction cost of the related person plus the reasonable construction profit, and the total number exceeds the actual transaction price. The alleged reasonable construction profit shall be based on the average operating gross profit margin of the related party construction department in the last three years

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or the lower of the latest construction industry gross profit margin announced by the Ministry of Finance.

(2) The transactions of other non-relevant persons within one year of other floors or adjacent areas of the same target premises are similar in area, and the trading conditions are equivalent to the reasonable floor or regional spreads as determined by the real estate trading practice.

(3) For other non-relevant lease cases within one year of the same floor of the same subject, the transaction conditions are equivalent to those estimated by the reasonable floor spreads of the real estate leasing practices.

1. The real estate purchased by the company from the relevant parties shall be the same as the case of other non-relevant persons in the adjacent area within one year.

The case of the transaction in the adjacent area referred to in the preceding paragraph shall be based on the same or adjacent street profile and the distance from the object of the transaction is not more than 500 meters or the present value of the announcement is similar; if the area is similar, the case of other non-relevant persons shall be sold. The area is not less than 50% of the area of the subject matter of the transaction; the term is calculated within one year based on the date on which the real estate was acquired.

Article 8-2:

If the company obtains real estate from the related party, if the evaluation result is lower than the transaction price, the following matters shall be handled:

1. The difference between the transaction price of the real estate and the cost of the assessment shall be based on the provision of special surplus reserve in accordance with the first paragraph of Article 41 of the Securities Exchange Law, and shall not be assigned or transferred to the rights issue. Investors who evaluate the company's investment using the equity method, if it is a public offering company, should also provide a special surplus reserve in accordance with the provisions of Article 41, Paragraph 1 of the Securities and Exchange Act, in respect of the proposed amount.

2. The supervisor shall handle the matter in accordance with the provisions of Article 218 of the Company Law.

3. The handling of the first and second paragraphs shall be reported to the shareholders' meeting, and the details of the transaction shall be disclosed in the annual report and the prospectus.

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The Company shall provide a special surplus reserve according to the provisions of the preceding paragraph. The assets purchased at a high price shall be recognized as a loss or punishment for the price loss or shall be properly compensated or reinstated, or there shall be other evidence to determine that there is no unreasonableness and shall be subject to financial supervision and management. After the committee agrees, the special surplus reserve will be used.

The company obtains real estate from related parties. If there is any other evidence that the transaction has irregular business practices, it should also be handled in accordance with the previous two provisions.

Article 9:

The Company shall be engaged in the trading of derivative commodities, and shall pay attention to the following important risk management and auditing matters:

First, the trading principles and guidelines:

(1) Type of transaction: Derivative goods that the company may engage in include forward contracts, option contracts, futures contracts, leveraged guarantee contracts, exchanges whose values are derived from commodities such as assets, interest rates, exchange rates, indices or other interests. A contract, a composite contract of the above-mentioned products, and the like.

(II) Operation or hedging strategy: The profits of the Company shall be from normal operations. The foreign exchange operations carried out through the above-mentioned derivative commodities shall only avoid the exchange risk of operation and shall not engage in any speculative trading and the currency held. Must be consistent with the foreign currency demand of the company's actual import and export transactions.

(3) Division of powers and responsibilities

1. The General Management Office is responsible for the formulation of the entire company's foreign exchange operations.

2. According to the company's own turnover, foreign exchange receipts and expenditures, after determining the foreign exchange position, enter into the minimum period of each period (monthly or quarterly) that must be hedged, propose future operational strategies, and submit it to the general manager and the chairman for approval. After that, follow the policy.

(iv) Performance evaluation:

1. The basis for performance evaluation is the profit and loss between the

2. 59 -

exchange rate cost of the company and the transaction of derivative goods. 2. The General Management Office shall assess the position held by the derivative commodity exchange at least once a week, but if the riskavoidity transaction required for the business is to be assessed at least twice a month, the assessment report shall be submitted to the senior executive authorized by the board of directors. personnel.

(V) Total contract: The general management office shall master the overall position of the company to avoid trading risks, and the amount of riskavoiding transactions shall not exceed the current foreign exchange receipts and payments.

(6) Determination of the upper limit of loss: The total amount of deductible goods and individual contract losses is 10% of the total contract amount. Second, operating procedures and control:

1. The derivative commodities traded by the Company is limited to the risk-avoidance contract.

2. Traders engaged in the trading of derivative commodities and operators such as confirmation and delivery shall not concurrently serve each other. 3. Traders are required to submit the “Forex Trading Order” to the confirmation personnel.

3. Confirm that the personnel need to check the transaction details and total amount with the trading bank on a regular basis.

4. Traders should always pay attention to the total amount of the transaction, whether it exceeds the total amount of the contract stipulated in the present Measures.

5. To establish a reference book, the types and amounts of the derivative goods transactions, the date of the board of directors and the matters to be carefully assessed shall be published in the record for reference.

6. The Company's accounting treatment for derivative commodity transactions is based on generally accepted accounting principles and relevant laws and regulations, with complete account book vouchers and accounting records, and its processing method is allowed to express the transaction process and profit and loss results.

Third, risk management measures:

Credit risk management

The transaction object is limited to the bank or professional brokers who have contacts with the company to avoid the risk of the transaction object

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failing to perform.

2. Market risk management

Trading in derivative commodities should pay close attention to the risk of the company's financial position due to unfavorable market price levels or price fluctuations.

1. Liquidity risk management

In order to ensure market liquidity, the selective financial products are mainly liquid (that is, they can be flattened at any time in the market). Market banks must have sufficient information and be able to trade in any market at any time.

4. Operational risk management

The company should be sure to follow the company's authorized authorization quota, operational procedures and incorporate internal audits to avoid operational risks.

1. Legal risk management

Documents signed with banks should be formally signed by professionals before they can be formally signed to avoid legal risks.

1. The senior executives authorized by the Board of Directors shall periodically assess whether the currently used risk management measures are appropriate and do so in accordance with these Standards and the company's procedures for dealing with derivative goods transactions.

2. The senior executives authorized by the board of directors shall supervise the transaction and profit and loss situation. When abnormal circumstances are found, they shall take necessary countermeasures and report to the board of directors immediately. If independent directors have been set up, the board of directors shall have independent directors to attend and express their opinions.

Fourth, internal audit:

The internal auditing personnel of the public offering company shall regularly understand the admissibility of the internal control of the derivative commodity transactions, and shall make an audit report on the compliance of the monthly auditing trading department in the transaction procedures for the derivative commodity transactions. If a major violation is discovered, it shall be written. Notify the supervisors.

Article 9-1:

The Company and its subsidiaries invest in real estate and securities

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limited for non-business use

The amount is as follows:

• I. Investment limit of the company

• Real estate that is not for business use is limited to 20% of the company's net value.

• The total investment in securities is limited to not more than 200% of the net value of the company.

• The total amount of investment in individual securities is limited to 100% of the net value of the company.

Second, the subsidiary investment limit

1. Real estate that is not for business use is limited to 20% of the net value of the subsidiary.

2. The total investment in securities is limited to not more than 200% of the net value of the company.

3. The total amount of investment in individual securities is limited to 100% of the net value of the company.

The subsidiaries referred to in these Measures shall be determined in accordance with the provisions of the financial issuer's financial reporting standards.

Article 10:

The Company shall, in the course of convening a resolution of the board of directors, appoint an accountant, a lawyer or a securities underwriter for the conversion ratio, the purchase price or the cash or other property of the allotment of the shareholders before the resolution of the board of directors is convened. Reasonableness expressed opinions and submitted to the board of directors for discussion and approval. However, a publicly-issued company that merges its subsidiaries that directly or indirectly hold 100% of the issued shares or capital, or a subsidiary that directly or indirectly holds 100% of the issued shares or total capital, is exempt from the reasonableness of the pre-opening experts. opinion.

Article 11:

The Company shall participate in the merger, division or acquisition, and shall merge, divide or acquire the important agreed contents and related matters, and make public documents to the shareholders before the meeting of the shareholders' meeting, and the expert opinions of the first item of the preceding article and The notice of the meeting of the shareholders'

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meeting is delivered to the shareholders as a reference for whether to agree to the merger, division or acquisition. However, except for those who are exempt from the merger, division or acquisition of the shareholders' meeting in accordance with other laws, this is not the case. A company that participates in a merger, division or acquisition, due to the number of attendees, insufficient voting rights or other legal restrictions, may not be convened, resolved, or the proposal is rejected by the shareholders, and the company participating in the merger, division or acquisition shall immediately Explain in public terms the reasons for the occurrence, the subsequent processing operations, and the date on which the shareholders meeting is expected to be convened.

Article 12:

A company that participates in a merger, division or acquisition shall, except as otherwise provided by other laws or with special factors, be notified in advance by the Financial Supervisory Commission, convene the board of directors and the shareholders' meeting on the same day to resolve the merger, division or acquisition. Related Matters. The company that participates in the transfer of shares shall, on the same day, convene the board of directors, unless otherwise stipulated by other laws or with special factors to be reported to the Financial Supervision and Administration Commission in advance.

Companies that participate in mergers, divisions, acquisitions or share transfers or stocks traded in securities dealers' offices should complete the following written records and keep them for five years for verification.

I. Basic personnel information: including the person who participated in the merger, division, acquisition or share transfer plan or plan execution before the news is published, the title, name, and identity card number (if it is a foreigner, the passport number).

II. Important Dates: including the date of signing the letter of intent or memorandum, entrusting financial or legal counsel, signing the contract and the board of directors.

1. Important books and proceedings: including mergers, divisions, acquisitions or share transfer plans, letters of intent or memoranda, important contracts and minutes of directors' meetings.

A company that participates in a merger, division, acquisition or transfer of shares or shares in a securities firm's business premises shall, within

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two days from the date of the resolution of the board of directors, use the first and second paragraphs of the preceding paragraph in accordance with the prescribed format. The Internet Information System Report will be available for future reference.

A company that participates in a merger, division, acquisition or transfer of shares has a company that is not listed or whose shares are traded in the securities firm's business premises. Companies that are listed or traded in the securities firm's business premises should sign an agreement with them and comply with the third paragraph and The fourth rule is handled. Article 13:

All persons who participate in or know the company's merger, division, acquisition or share transfer plan shall submit a written confidentiality pledge, and the contents of the plan shall not be disclosed to the public before the information is published, nor may they use or use others by themselves. Stocks of all companies related to mergers, divisions, acquisitions or share transfer cases and other securities of an equity nature.

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[Appendix V]

Anderson Group

Procedure for Acquisition and Disposition of Assets (before amendment)

Article 1:

The Company's funds are loaned to others and both are handled in accordance with the provisions of this operating procedure.

Article 2:

According to the provisions of Article 15 of the Company Law, the company's funds may not be loaned to shareholders or anyone other than the following:

1. The company or line number that has business dealings with the company.

Second, there are necessary company or line numbers for short-term financing.

The short term referred to in the preceding paragraph refers to one year. However, if the operating cycle of the company is longer than one year, the operating cycle shall prevail.

The foreign companies that directly and indirectly hold 100% of the voting shares shall not be subject to the restrictions of paragraph 1 of Article 2 but shall still be required to comply with the limits set forth in Article 4 of this Operational Procedure and Article 5. The deadline set.

Article 3:

Where the company engages in fund lending due to business relationships, it shall comply with the provisions of Article 4.

However, due to the short-term financing of capital necessary to engage in fund lending, subject to the following circumstances:

1. Companies that have more than 50% of the company’s shares, which directly and indirectly hold voting rights, are required for repayment of bank borrowings, purchase of equipment, or business turnover.

2. More than 20% of the company’s direct holdings are required by the invested company for repayment of bank loans, purchase of equipment or business turnover.

Article 4:

Limits on Funds and Total Funds and Individual Objects

The total amount of the company's capital loans to others shall not exceed 40% of the company's most recent auditor's check of visas or the review of the net value of the financial statements. The total amount and the limit for each borrower are set out as follows:

I. Due to business contacts with the company, the total amount of its funds and loans shall not exceed 10% of the net value of the company's most recent audited accountants checking visas or financial statements; individual loans and amounts shall not exceed the latest year or when When the annual loan is funded, the company and its purchase or sales amount will be higher.

1. For those who need short-term financing, the total amount of their funds and loans must not exceed

30 percent of the company's latest audited visas or the audited net value of the financial statements; the individual loans and amounts must not exceed the company's most recent period. The accountant checks the visa or checks the net value of the financial statement by 20%.

The company directly and indirectly holds 100% of the voting shares in foreign companies and engages

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in fund lending. The total amount and the individual loan and amount shall not exceed 100% of the net value of the loan and the company.

The term "net value" as used in this operating procedure means that the balance sheet of the securities issuer's preparation of financial reporting standards is attributable to the owners of the parent company.

Article 5:

The loan of the company's funds to others shall be reviewed and evaluated in detail by the General Administration Department and opinions shall be made, including:

I. Explaining the loan and object of funds, amount, reason, release conditions and date, etc. Second, analysis and evaluation of the funding of loans and the necessity and rationality

III. Analyze and evaluate the credit and operation situation of the fund loan and target

Analysis and Evaluation of the Company's Operational Risk, Financial Conditions and Shareholders' Equity

V. Whether to obtain the assessment value of collateral and collateral

The opinions given in the preceding paragraph shall be submitted after the approval of the general manager and passed by the resolution of the board of directors. They shall not authorize others to make decisions. They shall also fully consider the opinions of the independent directors and shall include the clear opinions of their consent or opposition and the reasons for opposition in the records of the board of directors.

The loan between the company and its subsidiaries, or between its subsidiaries, shall be subject to the resolutions of the board of directors in accordance with the provisions of the preceding paragraph, and may authorize the chairman of the board to determine the amount of the same loan and target for a certain amount of board resolutions and within a period of not more than one year. Subprime or circular use.

The amount specified in the preceding paragraph shall not exceed the 10% of the net value of the most recent financial statement of the company or its subsidiaries, except that the amount specified in the second paragraph of Article 4 shall not exceed the authorized amount of the funds granted by the company or its subsidiaries to a single company.

In the case of foreign companies that directly and indirectly hold 100% of the voting shares of the company, the period for each loan loan shall not exceed two years.

The subsidiaries and parent companies referred to in this Code shall be determined in accordance with the provisions of the guidelines for the preparation of the financial report of the securities issuer.

Article 6:

After the company's funds are loaned to others, the General Management Office shall periodically assess the changes in the financial, business, and related credit status of the borrower and its guarantors, and the changes in the value of the collateral. In the event of major changes, Immediately notify the general manager and relevant power and responsibility units to deal with it as soon as possible. When the borrower repays the loan in advance before the maturity of the loan or expires, the borrower shall refund the interest due together with the principal plus the interest payable before returning the guarantee ticket to the borrower or handling the mortgage right.

Article 7:

The interest rate of loans and funds adopts floating interest rate and adjusts according to the company’s capital cost. When the interest rate is adjusted, the general management office shall submit a request to the general manager for approval.

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Article 8:

The general management office of the company announces that before the tenth day of each month, it declares that the company and its subsidiaries have the same amount of funds and loans for the previous month. If the amount of funds and balances is one of the following, it shall be counted from the date of the factual occurrence. Day announcement notice:

1. The balance of the company's and its subsidiary's capital loans to others has reached more than 20% of the net value of the company's most recent financial statements.

2. The loan and balance of the single company's funds to the company and its subsidiaries have reached more than 10% of the net value of the company's most recent financial statements.

3. The company's or its subsidiary's new fund loan amounted to more than NT$10 million and reached more than 2% of the company's latest financial statement.

The announcement of the preceding paragraph refers to the input of the "Open Information Observatory" designated by the Financial Supervisory Commission.

The term "factual occurrence" as used in this operating procedure refers to the date of the transaction contract date, payment date, board resolution date, or the date on which the other parties established the transaction object and transaction amount.

Where the company directly and indirectly holds more than 50% of the shares carrying voting rights, and it is not a domestic public offering company, the company has the matters mentioned in the third paragraph of the preceding paragraph that should be publicly announced and shall be used by the company.

Article 9:

he general management office of the company shall, in accordance with the regulations of the competent securities authority, establish a checkbook for the fund loan and related matters on the basis of the fund loan, the object, the amount, the date passed by the board of directors or the chairman of the board of directors, the date and time of the deduction of the board of directors, and the due care and evaluation of the fund. Matters are detailed for publication.

Article 10:

The company shall assess the loan and situation of funds and provide adequate allowances for bad debts, and appropriately disclose relevant information in the financial report, and provide relevant information for visa accountants to perform the necessary check procedures to issue an authorization check report. book.

Article 11:

The company's internal auditing unit shall regularly inspect and evaluate the implementation of the pre-opening rules, and make a written record. If any violation is found, and the circumstances are serious, it shall be notified in writing, in addition to signing the chairman’s punishment according to regulations. Supervisor.

Article 12:

The company that directly and indirectly holds voting rights over 50% of the shares of the company intends to use funds to lend to others, should set aside a procedure for the loan and other people's operating procedures, and self-check whether the loan and transaction funds According to the prescribed measures, the self-inspection report of the previous subsidiary shall be reviewed by internal audit.

Article 13:

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When the company changes due to a situation that causes the fund loan and the target to be inconsistent with the requirements of this Code or the amount exceeds the limit, it shall make a plan for improvement, send the relevant improvement plan to each supervisor, and complete the plan according to the schedule. improve.

Article 14:

The Company participates in mergers, divisions, acquisitions or share transfers. The conversion ratio or purchase price shall not be arbitrarily changed except in the following cases, and shall be fixed in the merger, division, acquisition or share transfer contract. Change situation:

1. Handling cash capital increase, issuing conversion corporate bonds, unpaid share allotment, issuing warranted corporate bonds, attaching special stocks, warrants and other securities of equity nature. Second, the disposal of the company's major assets and other activities affecting the company's financial business.

Third, major disasters, major technological changes, etc. affect the company's shareholders' equity or securities prices.

1. Adjustment of any one of the companies involved in the merger, division, acquisition or share transfer to buy back the treasury shares according to law.

2. The number of entities or households participating in the merger, division, acquisition or transfer of shares has increased or decreased.

3. Other conditions that have been changed in the contract and have been publicly disclosed.

Article 15:

The Company shall participate in the merger, division, acquisition or transfer of shares. The contract shall specify the rights and obligations of the company involved in the merger, division, acquisition or transfer of shares, and shall state the following:

First, the handling of default.

1. The principle of dealing with treasury shares of equity-type securities or purchased treasury shares before the company eliminated or divided by merger.

2. Participating companies can buy back the number of treasury shares and the principle of handling them after the base date of calculating the conversion ratio.

3. How to deal with the increase or decrease of the number of participating entities or households.

4. V. Estimated progress of the project and expected completion schedule.

5. When the plan is overdue, the relevant processing procedures such as the scheduled date of the shareholders' meeting shall be convened in accordance with the law.

Article 16:

Any party that participates in a merger, division, acquisition or share transfer shall, after public disclosure of information, intend to merge, divide, acquire or transfer shares with other companies, except for the decrease in the number of participating parties and shareholders. The resolutions and legal actions that have been resolved and authorized by the board of directors to change the authority, participate in the company's exemption from convening the shareholders' meeting, and the original merger, division, acquisition or share transfer case shall be completed by all participating companies. Behavior.

Article 17:

If a company that participates in a merger, division, acquisition or transfer of shares has a non-public offering company, the company shall sign an agreement with it and deal with it in accordance with

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Articles 12, 13 and 16 .

Article 17-1 :

The company's subsidiaries shall determine the procedures for obtaining or disposing of the assets and execute them. The company will audit its implementation from time to time.

The total amount of real estate or marketable securities obtained by each subsidiary for non-business use and the limit of individual securities are specified in Article 9 of the procedures.

Article 18:

Announcement and reporting standards

The company obtains or disposes of the assets. If any of the following circumstances occur, the relevant information shall be reported to the designated website of the Financial Supervisory Commission on the basis of the nature in accordance with the prescribed format within two days from the date of the fact:

1. Obtain or dispose of immovable property from the related party, or acquire or dispose of other assets other than immovable property, and the transaction amount shall reach 20% of the company's paid-in capital, 10% of total assets or NT$300 million. the above. However, the trading of public debts or bonds with the purchase and return of conditions, purchase or purchase of money market funds issued by domestic securities investment trusts are not limited.

2. Consolidation, division, acquisition or share transfer.

3. The maximum amount of all or individual contract losses stipulated in the processing procedures for the derivation of derivative goods.

4. The types of assets acquired or disposed of are equipment for business use, and the transaction object is not a related person. The transaction amount is one of the following:

5. (1) The amount of paid-in capital has not reached NT$10 billion, and the transaction amount has reached NT$500 million.

6. (2) The amount of paid-in capital reached NT$10 billion and the transaction amount reached NT$1 billion.

7. If the Company obtains or disposes of the real estate for construction and construction and the transaction object is not related to the business, the transaction amount is NT$500 million or more.

8. Real estate acquisitions, land leases, joint construction, joint construction, and joint sales will be used to obtain real estate. The company expects to invest up to NT$500 million.

9. Asset transactions other than the first six paragraphs, financial institutions disposition of creditor's rights or investment in mainland China, the transaction amount of the company's paid-in capital of 20% or NT$300 million. However, the following situations are not limited to this:

(1) Buying and selling public debt.

(2) Investing in securities, trading in securities at the stock exchanges of securities companies or securities firms at home or abroad, or ordinary corporate bonds issued in the domestic primary market, and general financial bonds not involving equity, or securities firms Due to the needs of the underwriting business, the securities company recommended by the company to be recommended by the securities company to be subscribed by the securities counter of the Republic of China Securities Counter.

• (3) Trading in bonds with the conditions for repurchase and sale, purchase or purchase of money market funds issued by domestic securities investment trusts.

The transaction amount of the preceding paragraph is calculated as follows:

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First, the amount of each transaction.

1. The amount of transactions acquired or dispositioned by the same counterpart in the same nature within one year.

2. Accumulative acquisition or disposal within one year (acquisition and disposal) The amount of the same development plan for real estate.

3. Accumulative acquisition or disposal within one year (acquisition and disposal) The amount of the same marketable securities.

The second term referred to in the first year is based on the date of the fact of the transaction, and is retroactively calculated for one year. It has been re-instated in accordance with the provisions of this standard.

The Company shall, on a monthly basis, enter into the information reporting website designated by the Association by the Company and its subsidiaries not affiliated with the domestic public offering company in the manner of trading in derivative commodities as of the end of last month in accordance with the prescribed format.

If the items to be announced in accordance with the regulations should be corrected if there are any errors or omissions in the announcement, all items shall be re-issued and declared within two days from the date of notification.

Where the company obtains or disposes of assets, it shall deposit the relevant contract, the proceedings, the record book, the valuation report, the accountant, the lawyer or the securities underwriter's opinions in the company, and save for at least five years, unless otherwise stipulated by other laws.

After the company announces the transaction according to the regulations, if any of the following circumstances occurs, the relevant information shall be reported on the designated website of the Association within two days from the date of the fact:

1. The relevant contract signed by the original transaction has been changed, terminated or cancelled.

2. The merger, division, acquisition or transfer of shares is not completed according to the contract schedule.

3. The original announcement has changed.

If the subsidiary is not a domestic public issuance company, the subsidiary shall have an announcement for the declaration, which shall be made by the company. The announcement standard of the subsidiary company, which is stated as “20% of the company’s paid-up capital or 10% of the total assets”, is the company’s paid-in capital or 10% of the total assets. Prevail.

The 10% of the total assets are calculated based on the total assets in the most recent individual or individual financial reports as required by the securities issuer's financial reporting standards.

Article 19:

Subsidiaries to which the Company belongs shall be required to obtain or dispose of the asset handling procedures, and shall independently check whether the acquisition or disposal of the assets transactions is handled in accordance with the prescribed procedures, and the self-inspection report of the former subsidiary shall be reviewed by internal audit. .

Article 20:

The unfinished part of the procedure shall be handled in accordance with the relevant laws and regulations and the relevant regulations of the company.

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Article 21:

When the company obtains or disposes of assets, if the manager and the organizer engage in illegal activities to obtain or dispose of the assets in violation of the duties, in violation of the operating procedures, the relevant provisions of the company.

Article 22:

This operation procedure shall be implemented after the shareholders' meeting is passed on June 30, 2015.

The shareholders' meeting was revised and approved on June 19, 2017. The shareholders' meeting was revised and approved on May 29, 2018.

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[Appendix VI]

Anderson Group Regulation Governing Financing(before amendment)

Article 1:

The company's capital loans and others are handled in accordance with the provisions of this operating procedure.

Article 2:

According to Article 15 of the Company Law, the company's funds may not be loaned to shareholders or any other person except in the following cases:

1. The company or line number that has business dealings with the company.

2. The company or line number necessary for short-term financing.

The short term referred to in the preceding paragraph refers to one year. However, if the company's business cycle is longer than one year, the business cycle shall prevail.

The company directly and indirectly holds 100% of the voting shares of foreign companies, engaged in fund lending, is not subject to the second paragraph of the first paragraph, but still subject to the limits set forth in Article 4 of this operating procedure and Article 5 The deadline set is processed.

Article 3:

The Company shall engage in the loan of funds due to business dealings and shall comply with the provisions of Article 4.

However, due to the short-term financing, it is necessary to engage in the loan of funds, subject to the following circumstances:

1. The company that directly and indirectly holds more than 50% of the shares with voting rights, due to repayment of bank loans, purchase of equipment or business turnover.

2. The company that directly holds more than 20% of the invested company is required to repay bank loans, purchase equipment or business turnover.

Article 4:

Capital loans and totals and the limits of individual objects

The total amount of the company's fund loans and others shall not exceed 40% of the company's most recent account audited by the accountant or the net value of the financial statements. The total amount and the limit for each borrower are determined as follows:

1. For those who have business dealings with the Company, the total amount of funds and loans shall not exceed 10% of the company's most recent accountant's verification

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of visas or the audited financial statements; the individual loans and amounts shall not exceed the most recent year or The amount of the company and its purchase or sales amount is higher than the time when the fund is loaned.

1. For those who have the necessary funds for short-term financing, the total amount of funds and loans shall not exceed 30% of the company's most recent accountant's verification of visas or the audited financial statements; the individual loans and amounts shall not exceed the latest period of the company. The accountant checks the visa or reviews 20% of the net value of the financial statements.

The company directly and indirectly holds 100% of the voting shares of foreign companies, engaged in capital loans, the total amount and individual loans and amounts shall not exceed 100% of the net value of the loan and the company.

The net value referred to in this operating procedure refers to the equity of the securities issuer's financial reporting standards, which is attributable to the owners of the parent company.

Article 5:

The Company's fund loans and others shall be reviewed and evaluated by the General Management Office in detail, including:

XI. Describe the loan and object, amount, reason, cancellation condition and date, etc. XII. Analysis and evaluation of capital loans and necessity and rationality

XIII. Analyze and evaluate the credit and operating conditions of fund loans and targets 14. Analysis of the impact on the Company's operational risk, financial position and shareholders' equity

1. Should the valuation of collateral and collateral be obtained?

The opinions mentioned in the preceding paragraph shall be approved by the general manager and approved by the resolution of the board of directors. They shall not authorize others to make decisions. They shall also fully consider the opinions of the independent directors and include the reasons for their express opinions and objections to the board of directors.

The loan between the Company and its subsidiaries, or its subsidiaries, shall be subject to the resolutions of the Board of Directors in accordance with the provisions of the preceding paragraph, and may authorize the Chairman to divide the same loan and the object of the resolution of the Board of Directors within a period of not more than one year. If the company engaged in fund lending and its subsidiaries is a publicly-issued company, it may be handled after the resolution of the board of directors of the public offering subsidiary is submitted in accordance with the provisions of the preceding paragraph.

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The amount of the credits referred to in the preceding paragraph shall not exceed 10% of the net value of the latest financial statements of the Company or its subsidiaries, except for those that meet the requirements of Article 4, Paragraph 2, of the Company or its subsidiaries.

The company shall directly and indirectly hold 100% of the voting shares of foreign companies, and the maximum period of each capital loan shall not exceed two years. Subsidiaries and parent companies referred to in these Standards shall be determined in accordance with the provisions of the financial issuer's financial reporting standards.

Article 6:

After the company's funds are loaned to others, the General Management Office shall periodically assess the changes in the financial, business and related credit status of the borrower and its guarantor and the changes in the value of the collateral. In case of major changes, Immediately notify the general manager and related authorities to deal with it as soon as possible.

When the borrower repays the loan in advance before the loan expires or expires, it shall be paid together with the interest payable on the principal plus the return of the guarantee note to the borrower or the execution of the mortgage right.

Article 7:

The interest rate on loans and funds shall not be lower than the maximum interest rate of the company's short-term loans to financial institutions, and shall be adjusted according to the company's capital cost. When the interest rate is adjusted, the general management office shall submit the approval to the general manager.

Article 8:

The General Management Office of the Company shall, in addition to the announcement of the capital loan and surplus of the Company and its subsidiaries in the previous month, and the fund loan and balance up to one of the following standards, shall be counted from the date of the factual date. Announcement within the day:

1. The balance of the company's and its subsidiaries' capital loans and others reached more than 20% of the company's most recent financial statements.

V. The company's and its subsidiaries' loans and balances on a single enterprise accounted for more than 10% of the company's most recent financial statements.

1. The amount of new funds and loans of the Company or its subsidiaries amounted to NT$10 million and reached the net value of the latest financial statements of the Company by more than 2%.

The announcement in the preceding paragraph refers to the “public information observatory” designated by the Financial Supervisory Commission.

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The date of occurrence of the facts referred to in this operating procedure refers to the date on which the transaction signing date, payment date, board resolution date, or other date on which the transaction object and transaction amount are fully determined. The company that directly and indirectly holds more than 50% of the voting shares is not a domestic public issuance company. The company has the third paragraph of the preceding paragraph that should be announced and declared by the company.

Article 9:

The General Management Office of the Company shall, in accordance with the provisions of the competent securities authority, establish a check-up book on the loan and the matters of the fund, the object and amount of the loan, the date of the approval of the board of directors or the chairman of the board of directors, the date of the loan and the date of the fund shall be carefully evaluated. The matter is detailed for future reference.

Article 10:

The Company shall evaluate the fund loan situation and provide an adequate allowance for bad debts, and properly disclose relevant information in the financial report, and provide relevant information of the visa accountant to carry out the necessary check procedures to issue a valid check report. book.

Article 11:

The internal auditing unit of the Company shall regularly inspect and evaluate the implementation of the pre-opening specifications and make a written record. If any violation of the regulations is found, if the circumstances are serious, the notice shall be notified in writing, except for the punishment of the chairman of the board of directors. Supervisor.

Article 12:

The company directly and indirectly holds more than 50% of the shares with voting rights. If the company intends to lend money to others, it shall set up the fund loan and other people's operating procedures, and check whether the funds are loaned and traded. The prescribed method shall be handled, and the self-inspection report of the subsidiary of the preceding paragraph shall be reviewed by internal audit.

Article 13:

When the company changes its funds and the funds and loans do not meet the requirements of the Standard or the amount exceeds the limit, an improvement plan shall be formulated, and the relevant improvement plan shall be sent to the supervisors and completed according to the schedule. improve.

Article 14:

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This operation procedure is sent to the supervisor after the approval of the board of directors, and is implemented after the approval of the shareholders' meeting. The same applies to the amendment.

Article 15:

This operation procedure shall be implemented after the approval of the shareholders' meeting on June 19, 2017.

The shareholders' meeting was amended on May 29, 2018.

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[Appendix VII]

Anderson Group

Regulation Endorsement (Before Amendment)

Article 1:

All the company's endorsement guarantees are handled in accordance with the provisions of these Measures.

Article 2:

The company must guarantee the endorsement of the following companies:

1. A company with business dealings, but may not carry out the financing endorsement guarantee of Article 3, paragraph 1.

2. The company that directly and indirectly holds more than 50% of the shares with voting rights.

3. A company that directly and indirectly holds 50% of the shares of the company with voting rights.

The company and the company that directly or indirectly holds more than 90% of the voting shares may be endorsed and the amount shall not exceed 10% of the net value of the company. However, the company's 100% intercompany endorsement guarantee, which directly and indirectly holds voting shares, is limited to 50% of the company's net value.

The net value referred to in these Measures refers to the equity of the securities issuer's financial report preparation standards attributable to the owners of the parent company.

Article 3:

The scope of the endorsement as stated in these Measures is as follows: First, the financing endorsement guarantee:

Tickets are discounted, endorsed or guaranteed for the purpose of financing the company, and a separate note is issued to the non-financial business as a guarantor for the purpose of financing the company.

Second, the tariff endorsement guarantee:

It is endorsed or guaranteed by the company or other company regarding the customs matters.

Third, other endorsement guarantees:

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Cannot be classified as an endorsement or guarantee of the first two items.

Article 4:

1. The total amount of endorsement guarantee of the Company shall not exceed 50% of the net value of the Company, and shall limit the single company to 30% of the net value of the Company.

2. The total amount of the endorsement guarantee of the Company and its subsidiaries shall not exceed 50% of the net value of the Company, and shall not exceed 30% of the net value of the Company for a single company.

Subsidiaries and parent companies referred to in these Standards shall be determined in accordance with the provisions of the financial issuer's financial reporting standards.

Article 5:

The company's endorsement guarantee shall be reviewed and evaluated by the General Management Office in detail, including:

1. Declaring the endorsement object, amount, reason, cancellation condition and date, etc.

VII. Analyze and evaluate the endorsement to ensure the necessity and rationality

1. Analysis and evaluation of the credit and operation of the endorsement

IX. Analysis of the impact on the Company's operational risk, financial position and shareholders' equity

X. Should the valuation of collateral and collateral be obtained?

The opinions mentioned in the preceding paragraph shall be approved by the general manager and approved by the resolutions of the board of directors. The opinions of the independent directors shall be fully considered and the reasons for their consent or objection to the board of directors shall be included in the records of the board of directors.

In the event of an emergency, the authorized chairman of the board of directors shall first go through the signing of the latest accountant to check the visa or check the net value within 20%, and then report it to the board of directors for ratification.

The Company directly and indirectly holds more than 90% of the voting shares of the company in accordance with the second paragraph of Article 2 before the endorsement guarantee, and should be handled after the resolution of the board of directors of the company, but if it is directly or indirectly If a subsidiary with more than 90% of the voting shares is a publicly-issued company, it may be processed through the resolution

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of the board of directors of the public offering. However, the Company shall directly and indirectly hold 100% of the inter-company endorsement guarantees of voting shares, except for this.

The endorsement of the preceding paragraph shall be reported to the shareholders' meeting for future reference.

Article 6:

The company shall use the seal of the company registered with the Ministry of Economic Affairs for the endorsement of the endorsement. The relevant bills and company letters shall be kept by special personnel and printed or issued in accordance with the procedures prescribed by the company.

The relevant personnel in the preceding paragraph shall be kept by the dedicated personnel agreed by the board of directors.

When a foreign company is insured, the company's letter of guarantee should be signed by a person authorized by the board of directors.

Article 7:

The General Management Office of the Company shall announce the application for the endorsement of the Company and its subsidiaries in the previous month, and the endorsement guarantee balance shall reach one of the following standards, and shall be announced within two days from the date of the factual date. declare:

1. The endorsement of the Company and its subsidiaries guarantees a balance of more than 50% of the company's most recent financial statements.

2. The guarantee balance of the company and its subsidiaries for a single enterprise is up to 20% of the company's most recent financial statements.

3. The Company and its subsidiaries endorsed the balance of a single enterprise with a balance of NT$10 million and its endorsement guarantee, long-term investment and capital loan balance and the balance of the company's latest financial statements. More than thirty.

4. The guaranteed amount of new endorsements of the Company or its subsidiaries amounted to NT$30 million or more and reached more than 5% of the company's most recent financial statements.

The announcement in the preceding paragraph refers to the “public information observatory” designated by the Financial Supervisory Commission.

The date of occurrence of the facts referred to in these Measures refers to the date on

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which the transaction signing date, payment date, board resolution date or other date on which the transaction object and transaction amount are determined.

If the subsidiary is not a domestic public issuance company, the subsidiary shall have the fourth paragraph of the preceding paragraph that should be announced and declared by the company.

Article 8:

The general management office of the company shall, in accordance with the provisions of the securities authority, establish a checklist for the endorsement guarantees, the endorsement object, the amount, the date of the board of directors or the chairman's decision, the endorsement date and the matters to be carefully evaluated. To be published for future reference.

Article 9:

When the company handles the endorsement guarantee, if the manager and the organizer engage in the illegal endorsement guarantee behavior in violation of the duties, if the operation procedure is violated, the relevant provisions of the company shall be punished.

Article 10:

If the subsidiary company of the company intends to endorse the guarantee for others, it shall fix the endorsement guarantee method and check the endorsement by itself to ensure whether the transaction is handled according to the prescribed method. The selfinspection report of the subsidiary subsidiary of the preceding paragraph shall be reviewed by internal audit. .

Article 11:

The Company shall evaluate or recognize the contingent loss of the endorsement and properly disclose the endorsement guarantee information in the financial report, and provide relevant information of the visa accountant for the accountant to perform the necessary checking procedures.

Article 12:

When the company changes the circumstances and the object of the endorsement does not meet the requirements of the Standard or the amount exceeds the limit, an improvement plan shall be formulated, and the relevant improvement plan shall be sent to the supervisors and the improvement shall be completed according to the planning schedule. .

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Article 12-1:

If the endorsement object is a subsidiary whose net value is less than one-half of the paid-in capital, the company shall take control of the company's fund utilization status and financial statements on a monthly basis.

If the subsidiary's stock is not denominated or the denomination is not NT$10, the amount of paid-up capital shall be the sum of the capital reserve plus the issue premium.

Article 13:

These Measures shall be adopted by the Board of Directors and sent to the supervisor, and shall be implemented after the approval of the shareholders' meeting. The same applies to the amendment.

Article 14:

These Measures were formulated and implemented on June 6, 2013.

The shareholders' meeting was revised and approved on May 29, 2018..

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[Appendix VIII]

Anderson Group (Before amendment)

• Chapter I General Provision

• Article I: The Company is duly incorporated in accordance with the Company Act and bears the title of Anderson Group.

• Article II: The Company is engaged in the following business:

• I. CB01010 Machinery and Equipment Manufacturing.

• II. CB01990 Other Machinery Manufacturing Not Elsewhere Classified.

• III. CN01010 Furniture and Fixtures Manufacturing.

• IV. F113010 Wholesale of Machinery

• V. F113990 Wholesale of Other Machinery and Equipment.

• VI. F105050 Wholesale of Furniture, Bedclothes, Kitchen Equipment and Fixtures.

• VII. F106010 Wholesale of Ironware.

• VIII. F107200 Wholesale of Chemical Raw Material.

• IX. F213080 Retail Sale of Machinery and Equipment.

• X. F213990 Retail Sale of Other Machinery and Equipment.

• XI. F205040 Retail Sale of Furniture, Bedclothes, Kitchen Equipment, and Fixtures.

• XII. F206010 Retail Sale of Ironware.

• XIII. F207200 Retail Sale of Chemical Raw Material.

• XIV. E604010 Machinery Installation Construction.

• XV. F401010 International Trade

• XVI. JE01010 Rental and Leasing Business

• XVII. C701010 Printing.

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

• Article III: In case the Company is a limited liability shareholders of another company, the total investment of which shall not be governed by Article 13 of the Company Act where total investment shall not exceed 40% of the paid-in capital.

• Article III-I: The Company may act as guarantor in favor of a third party.

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Article IV: The Company is headquartered in Taipei, and may set up domestic and overseas branches at the resolutions of the Board where necessary.

• Article V: Deleted.

Chapter II Shares of Stock

Article VI: The Company has stated capital of TWD3 billion and are evenly distributed into 300 million shares at TWD10/share. The shares will be issued by the Board in series under authorization.

• Article VII: The Company shall issue registered shares in digital form with registration at Taiwan Depository and Clearing Corporation. The Company may also prepare hard copy of share certificates on condition that each certificate shall be affixed with the authorized signatures or seals of at least three (3) Directors subject to the due process of certification before offering.

• Article VIII: The transfer of shares is prohibited in a period of 60 days prior to a scheduled regular session of the General Meeting of Shareholders, a period of 30 days prior to a scheduled special session of the General Meeting of Shareholders, or a period of five (5) days prior to the dividend and interest payment day or any other day set for benefit payment.

• Article VIII-I: Unless the Securities and Exchange Act provides otherwise, the assignment, succession, donation, pledge, missing, damage of shares or any other matters related to share registration and transfer, shall be governed by the Regulations Governing the Administration of Shareholder Services of Public Companies.

• Chapter III General Meeting of Shareholders

• Article IX: The General Meeting of Shareholders shall be convened in regular session and special session. Regular session shall be convened once a year within six (6) months after the end of the fiscal period. Special sessions may be convened at any time where necessary.

• Article X: In case specific shareholder cannot attend the General Meeting of Shareholders in person, such shareholder may use the document prepared by the Company for authorization of agent to appoint a proxy to attend the meeting with specifying the scope of power of attorney. If particular party is appointed as the proxy of two (2) or more shareholders, the total votes cast by this proxy shall not exceed 3% of the votes representing the total quantity of outstanding shares unless the proxy is a share registrar approved by a trust firm or the competent authority of securities or the votes in excess of 3% of the votes representing the total outstanding shares will not be counted.

• Article XI: Shareholders shall be entitled to one vote for each share in holding unless under the

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circumstances as prescribed in Article 179 of the Company Act.

• Article XII: Unless the Company Act provides otherwise, the resolution of the General Meeting of Shareholders shall be made by a session with the presence of shareholders representing more than half of the total outstanding shares and under a simple majority of shareholders in session.

Chapter IV Directors and Supervisors

• Article XIII: The Company shall established five (5) to seven (7) seats of Directors and three (3) seats of Supervisors each with a term of office for three (3) years. Directors and Supervisors shall persons of legal competence and elected by the General Meeting of Shareholders, and may assume a second term of office if reelected. Of all the seats for Directors, at least two (2) shall be reserved for Independent Directors and the ratio of these seats shall not fall below one-fifth of the total seats for Directors. Independent Directors are elected from candidates under the nomination system. The professional qualification, limitation of shareholding and position in other business entities, determination of independence, method of nomination and election, and other matters of compliance shall be governed by the rules and regulations of the competent authority of securities.

• Article XIV: Unless the Company Act provides otherwise, resolutions of the Board shall be made by a session with the presence of at least half of the Directors and a simple majority of the Directors in session. Directors who cannot attend the session of the Board in person may appoint another Director as proxy with the issuance of a power of attorney. Each Director may act as the proxy of only one other Director.

• Article XV: The Directors shall organize into the Board of Directors and a Chairman shall be elected among the Directors in a session with the presence of at least two-thirds of the Directors and a simple majority of the Directors in session. The Chairman shall be the deputy agent of the Company externally.

• Article XVI: In the absence of the Chairman or the Chairman is unable to perform its duties, one (1) Director shall be appointed by the Chairman as the proxy, or elected among the Directors as the proxy of the Chairman.

• Article XVII: The remuneration to the Directors and Supervisors shall be determined by the Board under authorization, and shall commensurate with the level of participation of the Directors and Supervisors in the operation of the Company or the contribution value to the Company, with reference to industry standard at home and abroad.

• Article XVII-I: The Board shall call for its regular session with seven (7) days of notice to all Directors and Supervisors or call for special session at any time in case of an emergency.

• The notice of meeting shall be made in correspondence, e-mail or fax with the reason for the session specified therein.

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Chapter V Managers

• Article XVIII: The Company shall establish the position for a General Manager and as number of positions of Deputy General Managers, and the appointment, dismissal, and remuneration of whom shall be governed by Article 29 of the Company Act.

Chapter VI Accounting

• Article XIX: The fiscal period of the Company starts on January 1 and ends on December 31 of each calendar year.

• At the end of the fiscal period, the Board shall prepared (I) Operation Highlight; (II) Financial Statements; and (III) Proposal for Distribution of Earnings or Write-Off loss carryforward, and refers to the Supervisors for review before presenting before the General Meeting of Shareholders for ratification.

• Article XX: The Company shall appropriate 1%~10% of its earnings before taxation and before the deduction for remuneration to employees and Directors and Supervisors as remuneration to employees and Directors and Supervisors as determined by the Board, which may be paid in stock or cash. The recipients shall include employees of subsidiaries meeting specific conditions. The Company may appropriate no more than 3% of the aforementioned amount of earnings as remuneration to Directors and Supervisors at the resolution of the Board and paid in cash only. The proposal for remuneration to employees and Directors and Supervisors shall be reported to the General Meeting of Shareholders. The Company shall appropriate the earnings for write-off loss carryforward, if applicable.

• The Company shall consider the unpredictable and competitive environment of the industry in making its dividend policy. While the Company is at its stage of stable growth in the corporate life cycle, and in consideration of the capital requirement in the future and long-term financial planning, the Company determines to appropriate 10% of its surplus net of the payment of corporate income tax and appropriation for write-off loss carryforward as required by law as legal reserve, and the recognition or reversal of special reserve as required by the competent authority. If there is still a balance, the Company shall pool up with the undistributed earnings at beginning as distributable earnings payable at the proposal of the Board subject to the resolutions of the General Meeting of Shareholders.

Shareholder dividend may be paid in cash or stock while cash dividend shall not be released if falls below TWD0.1per share. Cash dividend shall account for 30% ~100% of the total dividend while stock dividend shall account for 0%~70% of total dividend. The ratio of the aforementioned earnings for distribution shall be subject to adjustment pending on the actual profit position and availability of funds at the resolution of the General Meeting of Shareholders.

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Chapter VII Miscellaneous Article XXI: Deleted. Article XXII: Anything not covered by the Articles of Incorporation shall be governed by the Company Act. Article XXIII: The Articles of Incorporation were instituted on July 6, 1972. Amendment of the 1[st] instance was made on July 13, 1976. Amendment of the 2[nd] instance was made on July 10, 1979. Amendment of the 3[rd] instance was made on June 22, 1980. Amendment of the 4[th] instance was made on April 6, 1984. Amendment of the 5[th] instance was made on September 5, 1984. Amendment of the 6[th] instance was made on April 6, 1985. Amendment of the 7[th] instance was made on November 24, 1986. Amendment of the 8[th] instance was made on September 25, 1992. Amendment of the 9[th] instance was made on May 18, 1993. Amendment of the 10[th] instance was made on February 1, 1994. Amendment of the 11[th] instance was made on August 10, 1994. Amendment of the 12[th] instance was made on April 28, 1995. Amendment of the 13[th] instance was made on February 1, 1996. Amendment of the 14[th] instance was made on May 5, 1996. Amendment of the 15[th] instance was made on November 9, 1996. Amendment of the 16[th] instance was made on May 2, 1998. Amendment of the 17[th] instance was made on June 8, 1999. Amendment of the 18[th] instance was made on June 17, 2000. Amendment of the 19[th] instance was made on May 8, 2001. Amendment of the 20[th] instance was made on June 20, 2002. Amendment of the 21[st] instance was made on June 25, 2004. Amendment of the 22[nd] instance was made on June 23, 2005. Amendment of the 23[rd] instance was made on June 23, 2006. Amendment of the 24[th] instance was made on June 19, 2008. Amendment of the 25[th] instance was made on June 25, 2010. Amendment of the 26[th] instance was made on June 24, 2011.

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Amendment of the 27[th] instance was made on June 25, 2013. Amendment of the 28[th] instance was made on June 30, 2015. Amendment of the 29[th] instance was made on June 6, 2016. Amendment of the 30th instance was made on June 19, 2017. Amendment of the 31th instance was made on May 29, 2018.

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[Appendix IX]

Anderson Group

Parliamentary Procedure for General Meeting of Shareholders

Article 1

The shareholders’ meeting of the company shall, in addition to those stipulated in the Act, follow these rules.

Article 2

The shareholder meeting shall set up a scrapbook for the attendance of the attending shareholders, or the attendance shareholders shall pay the attendance card to sign on behalf of the shareholders. The number of shares attending is calculated based on the scrapbook or the paid-in card, plus the number of shares in which voting rights are exercised in writing or electronically.

Article 3

The attendance and voting of the shareholders' meeting shall be calculated on the basis of shares. One of the third,

At each shareholder meeting, shareholders must issue a power of attorney issued by the company, specifying the scope of the authorization, entrusting agents, and attending the shareholders' meeting. A shareholder shall issue a power of attorney and limit it to one person. It shall be delivered to the company five days before the meeting of the shareholders' meeting. When the power of attorney is repeated, the first person to be delivered shall prevail. However, the delegator before revoking the statement shall not be limited to this.

After the power of attorney has been delivered to the company, the shareholder who wishes to attend the shareholders meeting in person or wish to exercise voting rights in writing or electronically shall, no later than two days prior to the meeting of the shareholders, notify the company in writing of the cancellation of the power of attorney; The entrusted agent's right to vote in exercise shall prevail.

Article 4

The location of the shareholders' meeting shall be in the place where the company is located or where the convenience shareholders are present and suitable for the convening of the shareholders' meeting. The meeting may not start earlier than 9:00 am or later than 3 pm.

Article 5

If the shareholders' meeting is convened by the board of directors and the chairman of the board of shareholders is the chairman, the chairman of the board takes leave or is unable to exercise his power for any reason, the vice chairman will act as the agent, and the vice chairman or deputy board chairman may also ask for leave. When it is unable to exercise its powers, the chairman shall appoint one of the managing directors as the agent; if he does not have a managing director, he shall appoint one director as the agent and if the chairman of the board of directors does not designate an agent, the managing director or the director shall deputize one person.

If the shareholder meeting is convened by a caller other than the board of directors, the chairman of the shareholder shall be the convener.

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Article 6,

the lawyers, accountants or related personnel appointed by the company must attend the shareholders' meeting.

Meeting personnel handling shareholders’ meetings should wear identification cards or badges. Article 7

The meeting of the shareholders' meeting shall be recorded or videotaped throughout the course of the meeting and shall be kept for at least one year.

Article 8:

At the time of the meeting, the chairman shall immediately announce the meeting. However, when no shareholder representing more than half of the total number of shares already issued is present, the chairman may announce a postponement of the meeting. The number of delays shall be limited to the second time, and the delay shall be postponed. The total cannot exceed one hour. If the second time is still insufficient and the shareholder represents more than one third of the total number of issued shares, it may be deemed as a false resolution in accordance with the first item of Article 175 of the Company Law.

Before the end of the current meeting, if the number of shares represented by the shareholders attending the meeting exceeds half of the total number of issued shares, the chairman may create a false resolution to re-invite the meeting to vote according to Article 174 of the Company Law.

Article 9:

If the shareholders' meeting is convened by the board of directors, the agenda shall be set by the board of directors. The meeting shall be conducted in accordance with the scheduled agenda and may not be changed without the resolution of the shareholders' meeting.

If the shareholders' meeting is convened by a caller other than the board of directors, the provisions of the preceding paragraph shall apply.

Before the agenda of the first two items was scheduled to be finalized (including the provisional motion), the chairman would not be allowed to announce the adjournment without resolution.

After the meeting was adjourned, the shareholders must not elect the chairman to reconvene the meeting at the original site or another site. However, the chairman, in violation of the rules of procedure, announced that the adjournant was able to attend the meeting by appointing one of the shareholders to vote as the chairman.

Article 10:

Before attending a shareholder's speech, a speech statement shall be filled in with a speech statement, the shareholder number (or attendance number) and the name of the account, and the chairman shall set the statement order.

Attendance of shareholders who spoke alone but did not speak is considered as not speaking. If the content of the speech is not consistent with the record of the speech, the content of the speech shall prevail.

When attending the shareholders' statement, other shareholders may not interfere with the speech except with the consent of the chairman and the speaking shareholders, and the chairman of the violators shall stop.

Article 11:

Each shareholder of the same resolution shall make a speech and shall not exceed two times without

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the consent of the chairman, and shall not exceed five minutes at a time.

If the shareholder makes a speech that violates the provisions of the preceding paragraph or exceeds the scope of the topic, the chairman may stop his speech.

Article 12

When a legal person is entrusted to attend a shareholders' meeting, the legal person may only designate one person to attend.

When a legal person's shareholder appoints more than two representatives to attend the shareholders' meeting, the same motion may only be delivered by one person.

Article 13.

After attending a shareholder's speech, the chairman may personally or designate relevant personnel to reply.

Article 14:

In the discussion of the motion by the chairman, he believes that when the degree of voting is reached, he may announce that he will stop the discussion and put it to the vote.

Article 15

The scrutineers for the voting of the resolution and the counting of the votes shall be designated by the chairman but the scrutineers shall have the shareholder status. The result of the vote shall be reported on site and a record shall be made.

One of the fifteenth

Shareholders have one voting right per share; however, those who do not have the voting power listed in Article 179 of the Company Law are not subject to this restriction.

When the company convenes a shareholders' meeting, it may exercise its voting rights in writing or electronically; when it exercises voting rights in writing or electronically, its method of exercise shall be clearly stated in the shareholders' meeting convening notice. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders meeting in person. However, the temporary motion of the shareholders meeting and the amendment of the original motion are deemed as abstentions.

For those who have voted in writing or electronically in the preceding paragraph, their meaning means that they should be delivered to the company two days before the meeting of shareholders. If there is any duplication of the meaning, the person who delivered the first shall prevail. However, the statement of the meaning before revocation is not limited to this.

After a shareholder has exercised his voting rights in writing or electronically, if he wishes to attend the meeting in person, he shall withdraw the meaning of the previous exercise of voting rights in the same manner as the exercise of voting rights no later than two days before the meeting of shareholders; the overdue revocation shall be in writing or electronically. The voting rights that are exercised shall prevail. If the voting rights are exercised in writing or electronically and the proxy is entrusted to attend the shareholders' meeting by proxy, the voting rights of the entrusting agent to attend the exercise shall prevail.

Article 16.

During the meeting, the chairman may declare a rest at a discretion time.

Article 17

The voting of a proposal shall be passed with the consent of more than half of the voting rights of

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shareholders attending the meeting unless otherwise specified in the company law and the company’s articles of association.

In the case of a vote, if the person who obtained no objection through the chairmanship is deemed to be passed, his effectiveness is the same as that of a vote.

Article 18

When there is an amendment or alternative in the same motion, the chairman and the original case shall set the voting order. If one of the cases has been passed, other motions will be considered veto and no one will be required to vote again.

Article 19:

The chairman shall direct the picket (or security personnel) to help maintain the order of the venue. When pickers (or security personnel) are present to assist in maintaining order, they should wear the “picker’s” armband.

Article 20:

These rules shall be implemented after approval by the shareholders' meeting and shall be the same when revised.

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[Appendix X]

Anderson Group

Shareholding of all Directors and Supervisors

Date: March 31 2019

			Date:	March 31 2019
Title	Name	Type	Quantity held	Proportion
Chairman	PARPRO CORPORATION Representative:Liao Wen-Chia	Common share	39,904,488	20.02%
Director	PARPRO CORPORATION Representative: Zeng Xueqing	Common share	-	-
Director	PARPRO CORPORATION Representative: Wu Xiubi	Common share	-	-
Director	PARPRO CORPORATION Representative:LinQiquan	Common share	-	-
Director	Sheng Hai-Tien	Common share	451,494	0.23%
Independent Director	Wu Qingsong	Common share	-	-
Independent Director	Lai Junliang	Common share	-	-
Total shareholder of Directors			40,355,982	20.25%
Supervisor	Jessey Investment Co., Ltd.	Common share	1,150,000	0.58%
Supervisor	Chu Yung-Ta	Common share	396,000	0.20%
Supervisor	Lee Hui-Chin	Common share	285,000	0.14%
Total shareholder of Supervisors			1,831,000	0.92%

Note: All Directors of the Company shall hold 14,949,825shares while the all Supervisors of the Company shall hold 1,494,983shares as required by law.

The proportion of shareholding as shown in the above table is based on the total quantity of 199,331,000 outstanding shares as of the date transfer of shares is prohibited in preparation for the regular session of the General Meeting of Shareholders for this year.

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