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CEC AGM Information 2018

Jun 28, 2018

51857_rns_2018-06-28_7fa0aa39-decd-44da-92d3-5d2d27e45340.pdf

AGM Information

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Stock Code: 1535

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CHINA ECOTEK CORPORATION

HANDBOOK FOR THE 2018 ANNUAL SHAREHOLDERS’ MEETING

Liuhe Room, Kaohsiung Business Convention

Center

3F, No.5, Zhongshan 2nd Rd, Kaohsiung 80661,

Taiwan, R.O.C.

JUNE 22, 2018

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Table of contents

I.
2018 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE...........................3
II.
Report Items................................................................................................................4
III. Ratification and Discussion Items..............................................................................5
Proposal 1: ..............................................................................................................................5
To approve the 2017 Business Report and Financial Statements. ..........................................5
Proposal 2: ..............................................................................................................................6
To approve the proposal for distribution of 2017 profits. ......................................................6
Proposal 3: ..............................................................................................................................7
The Amendments to “Company Act”.....................................................................................7
Proposal 4: ..............................................................................................................................8
The Amendments to “Rules For Regulations Governing The Acquisition And Disposal Of
Assets” ................................................................................................................................... 8
IV. Extraordinary Motions...............................................................................................9
V.
Attachments...............................................................................................................10

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CHINA ECOTEK CORPORATION

I. 2018 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

  • A. Call Meeting to Order

  • B. Chairman’s Address

  • C. Report Items

  • D. Ratification and Discussion Items

  • E. Extraordinary Motions

  • F. Adjournment

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II. Report Items

  • A. Report for the Distribution Of 2017 Compensation of Directors and Employees.

  • a. According to the regulation of Article 32 of Articles of Incorporation.

  • b.Director compensation: 0.6275%, NT $1,399,361

    • Employee compensation: 3.1377%, NT $6,996,803.
  • B. Report for the Company’s 2017 Business Operation and Financial Statements.

  • a. Report of the business and operation in 2017

  • b.Report of the 2017 Financial Statements.

  • C. Statutory Supervisors’ Review of 2017 Audited Financial Statements.

  • D. The Amendments to “Regulations Governing Procedure for Board of Directors Meetings”.

(Please refer to attachment 1)

  • E. The Establishment of Ethical Corporate Management Best Practice Principles.

(Please refer to attachment 2)

  • F. Other Report Items

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III. Ratification and Discussion Items

Proposal 1:

To approve the 2017 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 3 for the business report and financial statements.

Resolution:

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Proposal 2:

To approve the proposal for distribution of 2017 profits.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 4 for the earnings distribution plan.

Resolution:

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Proposal 3:

The Amendments to “Company Act”

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 5 for the comparison table for the amended and original provisions.

Resolution:

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Proposal 4:

The Amendments to “Rules For Regulations Governing The Acquisition And Disposal Of Assets”

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 6 for the original provisions.

Resolution:

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IV. Extraordinary Motions

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V. Attachments

Attachment 1

Comparison Table of Drafted Amendments to Regulations Governing Procedure for Board of Directors Meetings of China Ecotek Corporation


Ecotek Corporation
Amendedprovisions Originalprovisions Explanation
Article 3
Managementdepartment is
the agenda in charge of the
affairs of the board of
directors meeting.
Article 3
Administration department is
the agenda in charge of the
affairs of the board of directors
meeting.
Amendments are made in
accordance with the
Organizational Charter
Article 4
(omitted)
A director of the opinion that
the pre-meeting materials
provided are insufficiently
comprehensive may request
theManagementdepartment
to supplement the materials.
If a director is of the opinion
that materials concerning any
proposal are insufficient in
content, the deliberation of
such proposal may be
postponed by a resolution of
the board of directors.
Article 4
(omitted)
A director of the opinion that
the pre-meeting materials
provided are insufficiently
comprehensive may request
theAdministration department
to supplement the materials. If
a director is of the opinion that
materials concerning any
proposal are insufficient in
content, the deliberation of
such proposal may be
postponed by a resolution of
the board of directors.
Amendments are made in
accordance with the
Organizational Charter
Article 7
The company shall submit the
following items for
discussion by the board of
directors:
1.
Corporate business plan
ofthe company.
2.
Annual and semi-annual
financial reports, with
the exception of
semi-annual financial
reports which, under
relevant laws and
regulations, need not be
audited and attested by a
certified public
accountant (CPA).
3.
Adoption or amendment
of an internal control
system pursuant to
Article 14-1 of the
Securities and Exchange
Act,andan assessment
of the effectiveness of
the internal control
system.
Article 7
The company shall submit the
following items for discussion
by the board of directors:
1.
Corporate business plan.
2.
Annual and semi-annual
financial reports, with the
exception of semi-annual
financial reports which,
under relevant laws and
regulations, need not be
audited and attested by a
certified public
accountant (CPA).
3.
Adoption or amendment
of an internal control
system.
Amendments are made in
accordance with the
Regulations Governing
Procedure for Board of
Directors Meetings of Public
Companies
4.
Adoption or amendment,
pursuant to Article 36-1
of the Securities and
Exchange Act,of
handling procedures for
financial or operational
actions of material
significance, such as
acquisition or disposal of
assets, derivatives
trading, extension of
monetary loans to others,
and endorsements or
guarantees for others.
5.
The offering, issuance,
or private placement of
any equity-type
securities.
6.
The appointment or
discharge of a financial,
accounting, or internal
audit officer.
7.
A donation to a related
party or a major
donation to a non-related
party, provided that a
public-interest donation
of disaster relief for a
major natural disaster
may be submitted to the
following board of
directors meeting for
retroactive recognition.
8.
Any matter required by
Article 14-3 of the
Securities and Exchange
Act or any other law,
regulation, or bylaw to
be approved by
resolution at a
shareholders' meeting or
board of directors
meeting, or any such
significant matter as may
be prescribed by the
competent authority.
The term "related party"
in subparagraph 7 of the
preceding paragraph means a
related party as defined in the
Regulations Governing the
Preparation of Financial
Reports bySecurities Issuers.
4.
Adoption or amendment
of handling procedures
for financial or
operational actions of
material significance,
such as acquisition or
disposal of assets,
derivatives trading,
extension of monetary
loans to others, and
endorsements or
guarantees for others.
5.
The offering, issuance, or
private placement of any
equity-type securities.
6.
The appointment or
discharge of a financial,
accounting, or internal
audit officer.
7.
A donation to a related
party or a major donation
to a non-related party,
provided that a
public-interest donation
of disaster relief for a
major natural disaster
may be submitted to the
following board of
directors meeting for
retroactive recognition.
8.
Any matter required by
Article 14-3 of the
Securities and Exchange
Act or any other law,
regulation, or bylaw to be
approved by resolution at
a shareholders' meeting or
board of directors
meeting, or any such
significant matter as may
be prescribed by the
competent authority.
The term "related party"
in subparagraph 7 of the
preceding paragraph means a
related party as defined in the
Regulations Governing the
Preparation of Financial
Reports by Securities Issuers.
The term "major donation to a
non-relatedparty" means any

The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity.

It shall at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it

individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity.

It shall at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in

shall be recorded in the board
meeting minutes. An
independent director
intending to express an
objection or reservation but
unable to attend the meeting
in person shall, unless there is
some legitimate reason to do
otherwise, issue a written
opinion in advance, which
shall be recorded in the
meetingminutes.
person shall, unless there is
some legitimate reason to do
otherwise, issue a written
opinion in advance, which
shall be recorded in the
meeting minutes.
Article 12
If attendance of a director in
person is not possible, they
may appoint another director
to attend as their proxy.
A proxy under previous
paragraph may accept a proxy
from one person only.
A director appointing another
director to attend a board
meeting in his or her place
shall in each case give to that
director a written proxy
stating the scope of
authorization with respect to
the reasons for meeting.
Attendance via tele- or
video-conference is deemed
as attendance in person.
Article 12
If attendance of a director in
person is not possible, they
may appoint another director
to attend as their
proxy. However, after the
establishment of independent
directors, if the independent
director is unable to attend the
board of directors specified in
Article 14 of the Securities and
Exchange Act, he or she must
appoint another independent
director to attend the matter.
A proxy under previous
paragraph may accept a proxy
from one person only.
A director appointing another
director to attend a board
meeting in his or her place
shall in each case give to that
director a written proxy stating
the scope of authorization with
respect to the reasons for
meeting.
Attendance via tele- or
video-conference is deemed as
attendance inperson.
Amendments are made in
accordance with the
Organizational Charter
Article 13
The managerial department
shall, on each board meeting,
propose a written proposal
which is related with
authority of the board of
directors of its business.
Before each regular board
meeting,
themanagementdepartment
shall consult the directors in
advance for written proposals.
If a director has a written
Article 13
The managerial department
shall, on each board meeting,
propose a written proposal
which is related with authority
of the board of directors of its
business.
Before each regular board
meeting,
theadministrationdepartment
shall consult the directors in
advance for written proposals.
If a director has a written
Amendments are made in
accordance with the
Organizational Charter
proposal, the director shall be
compiled in the agenda of the
meetingof board of directors.
proposal, the director shall be
compiled in the agenda of the
meetingof board of directors.
Article 14
The agenda of the meeting of
board of directors was
formulated by
themanagement department
and approved by Chairman.
Besides the proposal that
have been fixed, there are
Extraordinary Motions.
If the managerial department
has unexpected emergencies
or reasonable explanation
fails to include the proposal
in the agenda, it can be
proposed after it has been
approved bythe chairman.
Article 14
The agenda of the meeting of
board of directors was
formulated by
theadministrationdepartment
and approved by Chairman.
Besides the proposal that have
been fixed, there are
Extraordinary Motions.
If the managerial department
has unexpected emergencies or
reasonable explanation fails to
include the proposal in the
agenda, it can be proposed
after it has been approved by
the chairman.
Amendments are made in
accordance with the
Organizational Charter
Article 27
The resolutions of the
meeting of board of directors
need to be released by the
spokesperson. If there is a
statutory statute or material
information stipulated by the
Taiwan Stock Exchange,
themanagement department
shall also transmit the content
to the public information
observing station within the
prescribed time.
It shall also apply if the
independent directors have
objections or reservations to
their resolutions related to the
provisions of Article 14-3 of
the Securities Exchange Act,
and there are records or
written statements.
Article 27
The resolutions of the meeting
of board of directors need to
be released by the
spokesperson. If there is a
statutory statute or material
information stipulated by the
Taiwan Stock Exchange,
theadministrationdepartment
shall also transmit the content
to the public information
observing station within the
prescribed time.
It shall also apply if the
independent directors have
objections or reservations to
their resolutions related to the
provisions of Article 14-3 of
the Securities Exchange Act,
and there are records or
written statements.
Amendments are made in
accordance with the
Organizational Charter

Ethical Corporate Management Best Practice Principles for China Ecotek Corporation

Article 1 These Principles are adopted to assist the company to foster a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices in reference to the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. Article 2 When engaging in commercial activities, directors, supervisors, managers, employees, and mandataries of the company or persons having substantial control over such companies ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders. Article 3 "Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded. Article 4 The company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management. Article 5 The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. Article 6 Based on the business philosophy and policies mentioned in the previous article, the company has also established separate operating procedures and behavior guidelines for integrity management. shall comply with relevant laws and regulations of the territory where the companies and their business group are operating. Article 7 When establishing the prevention programs, the company shall analyze which business activities within their business scope which are possibly at a higher risk

of being involved in an unethical conduct, and strengthen the preventive measures.

The prevention programs adopted by the company shall at least include preventive measures against the following

  1. Offering and acceptance of bribes.

  2. Illegal political donations.

  3. Improper charitable donations or sponsorship.

  4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.

  5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.

  6. Engaging in unfair competitive practices.

  7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

Article 8 The company and their respective business group shall clearly specify in their rules for ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

Article 9 The company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.

Prior to any commercial transactions, the company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.

  • Article 10 When conducting business, the company and their directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders. If it comply with relevant laws and regulations shall be excluded.

  • Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the company and their directors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.

  • Article 12 When making or offering donations and sponsorship, the company and their directors, supervisors, managers, employees , mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.

  • Article 13 The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.

  • Article 14 The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.

  • Article 15 The company shall engage in business activities in accordance with applicable competition laws and regulations, and comply with the rules of Fair Trade Act and other related competition laws.

  • Article 16 In the course of research and development, procurement, manufacture, provision, or sale of products and services, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services.

  • Article 17 The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.

  • To achieve sound ethical corporate management, some units within the

  • company are responsible for handling the following matters. It shall supervised by auditor and report to the board of directors:

  • Human Resource Management department:

  • (1) Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.

  • (2) Promoting and coordinating awareness and educational activities with respect to ethics policy.

  • Legal Office:

  • (1) Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.

  • (2) Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures in accordance with regulations.

  • (3) Formulating internal regulations of the company, such as Guidelines for the Adoption of Codes of Ethical Conduct for Board of Directors, manager and employee.

  • Article 18 The company and their directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.

  • Article 19 The company adopted policies(such as Guidelines for the Adoption of Codes of Ethical Conduct for Board of Directors, manager and employee) for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct.

  • When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

  • The company's directors, supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.

  • Article 20 The company shall establish effective accounting systems and internal control systems, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems

are showing results.

The internal audit unit of a the company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

  • Article 21 The chairperson, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.

  • Article 22 The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:

  • (1) Establishing and publishing the appeal system to allow company insiders and 。

  • outsiders to submit reports.

  • (2) Dedicated personnel or unit appointed to handle whistle-blowing system

  • (3) Documentation of case acceptance, investigation processes, investigation results, and relevant documents.

  • (4) Confidentiality of the identity of whistle-blowers and the content of reported cases.

  • (5)Measures for protecting whistle-blowers from inappropriate disciplinary 。

  • actions due to their whistle-blowing.

  • Article 23 The ethical corporate management best practice principles of the company shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.

  • When the ethical corporate management best practice principles are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.

CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In Thousands of New Taiwan Dollars)

ASSETS
CUTTENT ASSETS
Cash and cash equivalents
Available-for-sale financial assets-current
Notes receivable-related parties
Accounts receivable
Accounts receivable-related parties
Amounts due from customers for construction
contracts
Other accounts receivable
Current tax assets
Inventories
Non-current assets held for sale
Other financial assets-current
Other current assets
Total current assets
NONCURRENT ASSETS
Available-for-sale financial assets
-non-current
Investments accounted for using equity
method
Property, plant and equipment
Investment property
Intangible assets
Deferred income tax assets
Refundable deposits
Other financial assets-non-current
Other non-current assets
Total non-current assets
TOTAL
December 31,2017
Amount

$ 1,245,786
16
-
-
6,848
-
211,618
3
1,262,565
16
1,674,248
22
27,499
-
815
-
4,989
-
212,780
3
1,516,524
20
219,372

3
6,383,044

83
150,995
2
804,397
11
168,940

2
14,715

-
9,663
-
89,183
1
24,687
1
1,553
-
764

-
1,264,897

17
$ 7,647,941
100
December 31,2017
Amount

$ 1,245,786
16
-
-
6,848
-
211,618
3
1,262,565
16
1,674,248
22
27,499
-
815
-
4,989
-
212,780
3
1,516,524
20
219,372

3
6,383,044

83
150,995
2
804,397
11
168,940

2
14,715

-
9,663
-
89,183
1
24,687
1
1,553
-
764

-
1,264,897

17
$ 7,647,941
100
December 31,2016
Amount

$ 1,492,297
20
96,245
1
-
-
257,126
3
467,844
6
1,399,166
19
16,064
-
3,689
-
6,505
-
-
-
2,149,956
29
258,075

3
6,146,967

81
198,862
3
929,067
12
175,559

3
14,715

-
10,410
-
75,572
1
8,167
-
1,552
-
4,879

-
1,418,783

19
$ 7,565,750
100
December 31,2016
Amount

$ 1,492,297
20
96,245
1
-
-
257,126
3
467,844
6
1,399,166
19
16,064
-
3,689
-
6,505
-
-
-
2,149,956
29
258,075

3
6,146,967

81
198,862
3
929,067
12
175,559

3
14,715

-
10,410
-
75,572
1
8,167
-
1,552
-
4,879

-
1,418,783

19
$ 7,565,750
100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Accounts payable-related parties
Amounts due to customers for construction
contracts
Other accounts payable
Current income tax liabilities
Provisions-current
Other current liabilities
Total current liabilities
NONCURRENTLIABILITIES
Provisions-non-current
Deferred income tax liabilities
Accrued pension liabilities
Other noncurrent liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF
THE CORPORATION
Common shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
TOTAL
December 31,2017
Amount

$ 510,000
7
499,926
6
112,446
1
511,362
7
44,107
1
1,631,451
21
442,832
6
52,482
1
103,594
1
231,429

3
4,139,629

54
6,696
-
128,137
2
309,528
4
1,550

-
445,911

6
4,585,540

60
1,237,426

16
628,374

8
572,472
7
652,316

9
1,224,788

16
28,187)

-
3,062,401

40
$ 7,647,941
100
December 31,2017
Amount

$ 510,000
7
499,926
6
112,446
1
511,362
7
44,107
1
1,631,451
21
442,832
6
52,482
1
103,594
1
231,429

3
4,139,629

54
6,696
-
128,137
2
309,528
4
1,550

-
445,911

6
4,585,540

60
1,237,426

16
628,374

8
572,472
7
652,316

9
1,224,788

16
28,187)

-
3,062,401

40
$ 7,647,941
100
December 31,2016 December 31,2016 December 31,2016
Amount
$ 1,245,786
-
6,848
211,618
1,262,565
1,674,248
27,499
815
4,989
212,780
1,516,524
219,372

6,383,044

150,995
804,397
168,940

14,715

9,663
89,183
24,687
1,553
764

1,264,897

$ 7,647,941
Amount
$ 1,492,297
96,245
-
257,126
467,844
1,399,166
16,064
3,689
6,505
-
2,149,956
258,075

6,146,967

198,862
929,067
175,559

14,715

10,410
75,572
8,167
1,552
4,879

1,418,783

$ 7,565,750
Amount
$ 510,000
499,926
112,446
511,362
44,107
1,631,451
442,832
52,482
103,594
231,429

4,139,629

6,696
128,137
309,528
1,550

445,911

4,585,540

1,237,426

628,374

572,472
652,316

1,224,788

28,187)

3,062,401

$ 7,647,941
Amount
$ 550,000
1,399,600
-
408,906
193,236
643,766
464,095
26,301
86,218
104,776

3,876,898

12,835
155,646
312,574
1,550

482,605

4,359,503

1,237,426

628,374

547,671
713,487

1,261,158

79,289

3,206,247

$ 7,565,750


































(




































7
19
-
5
3
9
6
-
1
1
51
1
2
4
-
7
58
16
8
7
10
17
1
42
100

CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

OPERATING INCOME
Sales revenue

Engineering revenue
Technical service revenue

Total operating income

OPERATING COSTS
Sales cost
Engineering cost
Technical service cost

Total operating costs

GROSS PROFIT

UNREALIZED GAIN ON
TRANSACTIONS WITH
ASSOCIATES
REALIZED GROSS PROFIT

OPERATING EXPENSES
Marketing expenses
Administration expenses
Research and development
expenses
Total operating expenses

PROFIT FROM OPERATING

NON-OPERATING INCOME AND
EXPENSES
Other income
Other gains and losses

Financial costs

Shares of gains (losses) of
associates accounted for
using equity method
Total
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017

1
96
3

100


1
90
2

93

7

-

7


-

4
-

4

3


1

-

-

1)

-
2016
Amount
$ 100,693
9,604,793

265,907


9,971,393

82,799
8,961,600

207,781


9,252,180


719,213


30,111


689,102

44,134
376,793

17,646


438,573


250,529

75,543
(
35,966 )
(
8,987 )
(
37,044)
(
(
6,454)
Amount
$ 104,719

8,111,555

258,708


8,474,982


102,174

7,188,552

176,291


7,467,017


1,007,965


-


1,007,965


75,316

386,475

28,058


489,849


518,116


78,031
(
32,014 )
(
7,983 )
(
155,169)
(
(
117,135)
(


1
96
3
100

1
85
2
88
12
-
12

1

5
-
6
6

1

-

-

2)

1)

(carried forward)

(brought forward)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE
INCOME
Items that will not be
reclassified subsequently to
profit or loss
Remeasurement of
defined benefit plans
Share of other
comprehensive income
of associates accounted
for using equity method
Income tax benefit
(expense) relating to
items that will not be
reclassified
subsequently to profit
or loss
Items that may be reclassified
subsequently to profit or
loss
Exchange differences on
translating foreign
operations
Unrealized gains (losses)
on available-for-sale
financial assets
Cash flow hedge
Share of other
comprehensive income
of associates accounted
for using equity method
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017 2016
Amount

$ 400,981
5

152,969

2

248,012

3
(
78,604 ) (
1 )
(
2,907 )
-

13,363
-
(
117,509 ) (
1 )

24,004
-
(
42,928 )
-

10,873
-

(carried forward)

(brought forward)

Income tax expense
relating to items that
may be reclassified
subsequently to profit
or loss
Other comprehensive
income for the period,
net of income tax
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR
NET PROFIT ATTRIBUTABLE TO
OWNERS OF THE
CORPORATION
TOTAL COMPREHENSIVE
INCOME ATTRIBUTABLE TO
OWNERS OF THE
CORPORATION
EARNINGS PER SHARE
Basic

Diluted
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017
-

(
1 )

1




2016






Amount
$ 8,368

(
107,913 )

$ 78,891

$ 186,804
$ 78,891
$ 1.51

1.51






Amount
$ 29,132

(
164,576 )

$ 83,436

$ 248,012
$ 83,436
$ 2.00

2.00

-
(
2)
1




















CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2016

Appropriation of 2015 earnings
Legal reserve
Cash dividends to ordinary
shareholders - 30%


Net profit for the year ended
December 31, 2016
Other comprehensive income for the
year ended December 31, 2016, net
of income tax

Total comprehensive income for the
year ended December 31, 2016

BALANCE AT DECEMBER 31, 2016
Appropriation of 2016 earnings
Legal reserve
Cash dividends to ordinary
shareholders - 18%


Net profit for the year ended
December 31, 2017
Other comprehensive income for the
year ended December 31, 2017, net
of income tax

Total comprehensive income for the
year ended December 31, 2017

BALANCE AT DECEMBER 31, 2017
Common shares
Shares
In thousands
Amount
123,743
1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426
Common shares
Shares
In thousands
Amount
123,743
1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426
Capital
Surplus
628,374


-
-

-


-
-

-

$ 628,374


-
-

-


-
-

-

$ 628,374
Retained Earnings Retained Earnings Retained Earnings Total
1,452,522


-
371,228)

371,228)


248,012
68,148)

179,864

$ 1,261,158


-
222,737)

222,737)


186,804
437)

186,367

$ 1,224,788
Other Equity Other Equity Total Equity Total Equity
Exchange
Differences on

Translating
Foreign
Operations

37,794


-

-


-


-
(
97,897)

(
97,897)

($ 60,103 )


-

-


-


-
(
49,554)

(
49,554)

($ 109,657 )
Unrealized
Gains and Losses
on
Available-for-sale
Financial Assets
131,001

-

-


-

-

37,099


37,099

$ 168,100

-

-


-

-
(
62,187)

(
62,187)

$ 105,913
Total Other
Equity

175,717

-
-

-

-
96,428)

96,428)

$ 79,289

-
-

-

-
107,476)

107,476)

$ 28,187 )
Shares
In thousands
123,743

-

-


-

-

-


-

123,743

-

-


-

-

-


-

123,743
Legal Reserve
496,779

50,892


-


50,892

-

-


-

$ 547,671

24,801


-


24,801

-

-


-

$ 572,472
Unappropriated
Earnings

955,743

(
50,892 )
(
371,228)

(
422,120)

248,012
(
68,148)


179,864

$
713,487

(
24,801 )
(
222,737)

(
247,538)

186,804
(
437)


186,367

$
652,316























(
(
(
(



(
(

(









(
(

(
(
(

3,494,039
-
371,228)
371,228)
248,012
164,576)
83,436
$ 3,206,247
-
222,737)
222,737)
186,804
107,913)
78,891
$ 3,062,401






















(
(
(
(



(
(

(






(
(
(



(
(





(



(
(
(

(
(
(

CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH
(In Thousands of New Taiwan Dollars)
FLOWS FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Allowance (reversal) for doubtful
accounts
Net gain on financial assets and liabilities
at fair value through profit or loss
Finance costs
Interest income

Dividend income

Share of the profit of associates
Net gains on disposal of investments

Impairment loss of financial assets
Unrealized gross profit
Recognition of provisions
Recognition of Unrealized construction
Losses
Others

Changes in operating assets and liabilities
Financial instruments held for trading
Notes receivable - related parties

Accounts receivable
Accounts receivable - related parties

Amounts due from customers for
construction contracts
Other receivables

Inventories
Other current assets
Notes payable
Accounts payable
Accounts payable - related parties

Amounts due to customers for
construction contracts
Other payables

Provisions

Other current liabilities
Net defined benefit liabilities

Cash generated from operations
For the Year Ended December 31
2017
$ 244,075

19,226
7,676
(
2,837 )
-

8,987
(
59,858 )

(
14,655 )

37,044
(
57,746 )

20,000
30,111
21,809
208,075
(
12 )
-
(
6,848 )
45,508

(
791,813 )
(
483,157 )

(
16,317 )
1,516
78,943
112,446

102,456

(
149,129 )
987,685

(
21,396 )

(
10,572 )

124,880


458

436,555
2016
$ 400,981
18,937
8,399
1,903
(
2,485 )
7,983
(
48,236 )
(
15,590 )
155,169
(
444 )
-
-
21,448
155,205
16
21,394
20,629
(
20,960 )
98,569
(
791,679 )
1,303
128
173,697
(
1,794 )
(
2,004 )
130,427
(
500,897 )
(
62,675 )
(
12,781 )
(
217 )

167
(
243,407 )

(carried forward)

(brought forward)

Income taxes paid

Net cash generated from operating
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial
assets
Proceeds from disposal of available-for-sale
financial assets
Acquisition of investments accounted for using
equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Increase in refundable deposits

Decrease in refundable deposits
Acquisition of intangible assets

Increase in other financial assets
Decrease in other financial assets
Decrease in other noncurrent assets
Interest received
Dividends received from others
Dividends received from associates

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings

Increase in short-term bills payable
Decrease in short-term bills payable

Increase in guarantee deposits
Decrease in guarantee deposits
Dividends paid to owners of the Corporation

Interest paid

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON
THE BALANCE OF CASH AND CASH
EQUIVALENTS HELD IN FOREIGN
CURRENCIES
For the Year Ended For the Year Ended December 31
2016
($ 108,216)
(
351,623)
(
8,793 )
658
(
120,000 )
(
13,602 )
462
-
27,648
(
8,733 )
(
507,212 )
-
1,484
45,199
15,590

122,699
(
444,600)
423,836
-
1,000,000
-
-
(
2,782 )
(
371,228 )
(
8,210)
1,041,616
($ 88,721)

(carried forward)

(brought forward)

NET DECREASE 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
For the Year Ended For the Year Ended December 31
2017
(
246,511 )
1,492,297

$ 1,245,786
2016

156,672
1,335,625
$ 1,492,297

CHINA ECOTEK CORPORATION

STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CUTTENT ASSETS
Cash and cash equivalents
Available-for-sale financial assets-current
Accounts receivable
Accounts receivable-related parties
Amounts due from customers for construction
contracts
Other accounts receivable
Inventories
Other financial assets-current
Other current assets
Total current assets
NONCURRENT ASSETS
Available-for-sale financial assets
-non-current
Investments accounted for using equity
method
Property, plant and equipment
Investment property
Intangible assets
Deferred income tax assets
Refundable deposits
Other financial assets-non-current
Other non-current assets
Total non-current assets
TOTAL
December 31,2017
Amount

$ 924,604
13
-
-
101,460
1
1,254,899
17
1,359,088
18
20,118
-
4,989
-
1,110,231
15
126,958

2
4,902,347

66
150,995
2
2,117,548
29
166,195

2
14,715
-
9,652
-
89,171
1
23,209

-
1,553
-
764

-
2,573,802

34
$ 7,476,149
100
December 31,2017
Amount

$ 924,604
13
-
-
101,460
1
1,254,899
17
1,359,088
18
20,118
-
4,989
-
1,110,231
15
126,958

2
4,902,347

66
150,995
2
2,117,548
29
166,195

2
14,715
-
9,652
-
89,171
1
23,209

-
1,553
-
764

-
2,573,802

34
$ 7,476,149
100
December 31,2016
Amount

$ 1,084,067
15
96,245
1
253,845
4
388,771
5
1,355,500
19
3,985
-
5,208
-
1,424,535
20
156,433

2
4,768,589

66
198,862
3
2,020,242
28
175,480

2
14,715
-
10,200
-
75,564
1
7,213

-
1,552
-
1,664

-
2,505,492

34
$ 7,274,081
100
December 31,2016
Amount

$ 1,084,067
15
96,245
1
253,845
4
388,771
5
1,355,500
19
3,985
-
5,208
-
1,424,535
20
156,433

2
4,768,589

66
198,862
3
2,020,242
28
175,480

2
14,715
-
10,200
-
75,564
1
7,213

-
1,552
-
1,664

-
2,505,492

34
$ 7,274,081
100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Accounts payable-related parties
Amounts due to customers for construction
contracts
Other accounts payable
Current income tax liabilities
Provisions-current
Other current liabilities
Total current liabilities
NONCURRENTLIABILITIES
Provisions-non-current
Deferred income tax liabilities
Accrued pension liabilities
Guarantee deposits
Other noncurrent liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF
THE CORPORATION
Common shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
TOTAL
December 31,2017
Amount

$ 510,000
7
499,926
7
112,446
1
428,783
6
39,753
1
1,586,475
21
440,301
6
25,838
-
103,594
1
220,701

3
3,967,817

53
6,696
-
128,137
2
309,528
4
20
-
1,550

-
445,931

6
4,413,748

59
1,237,426

17
628,374

8
572,472
7
652,316

9
1,224,788

16
28,187)

-
3,062,401

41
$ 7,476,149
100
December 31,2017
Amount

$ 510,000
7
499,926
7
112,446
1
428,783
6
39,753
1
1,586,475
21
440,301
6
25,838
-
103,594
1
220,701

3
3,967,817

53
6,696
-
128,137
2
309,528
4
20
-
1,550

-
445,931

6
4,413,748

59
1,237,426

17
628,374

8
572,472
7
652,316

9
1,224,788

16
28,187)

-
3,062,401

41
$ 7,476,149
100
December 31,2016 December 31,2016 December 31,2016
Amount
$ 924,604
-
101,460
1,254,899
1,359,088
20,118
4,989
1,110,231
126,958

4,902,347

150,995
2,117,548
166,195

14,715
9,652
89,171
23,209

1,553
764

2,573,802

$ 7,476,149
Amount
$ 1,084,067
96,245
253,845
388,771
1,355,500
3,985
5,208
1,424,535
156,433

4,768,589

198,862
2,020,242
175,480

14,715
10,200
75,564
7,213

1,552
1,664

2,505,492

$ 7,274,081
Amount
$ 510,000
499,926
112,446
428,783
39,753
1,586,475
440,301
25,838
103,594
220,701

3,967,817

6,696
128,137
309,528
20
1,550

445,931

4,413,748

1,237,426

628,374

572,472
652,316

1,224,788

28,187)

3,062,401

$ 7,476,149
Amount
$ 550,000
1,399,600
-
338,762
178,662
450,222
462,142
18,580
86,218
101,023

3,585,209

12,835
155,646
312,574
20
1,550

482,625

4,067,834

1,237,426

628,374

547,671
713,487

1,261,158

79,289

3,206,247

$ 7,274,081




































(




































8
19
-
5
3
6
6
-
1
1
49
-
2
5
-
-
7
56
17
9
7
10
17
1
44
100

CHINA ECOTEK CORPORATION

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

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

OPERATING INCOME
Sales revenue

Engineering revenue
Technical service revenue

Total operating income

OPERATING COSTS
Sales cost
Engineering cost
Technical service cost

Total operating costs

GROSS PROFIT

UNREALIZED GAIN ON
TRANSACTIONS WITH
ASSOCIATES
REALIZED GROSS PROFIT

OPERATING EXPENSES
Marketing expenses
Administration expenses
Research and development
expenses
Total operating expenses

PROFIT FROM OPERATING

NON-OPERATING INCOME AND
EXPENSES
Other income
Other gains and losses

Financial costs

Shares of gains (losses) of
associates accounted for
using equity method
Total

(carried forward)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017

1
96
3

100


1
90
2

93

7

1

6


1

4
-

5

1


-

-

-
1

1
2016
Amount
$ 99,422
7,893,406

265,907


8,258,735

81,509
7,407,507

207,781


7,696,797


561,938


30,111


531,827

44,134
354,410

17,646


416,190


115,637

39,717
(
10,070 )
(
8,987 )

78,299


98,959


















Amount

$ 104,719
1

6,937,916 95

258,708

4

7,301,343
100

102,174
1

6,121,444 84

176,291

3

6,399,909
88

901,434
12

-

-

901,434
12

75,316
1

363,307
5

28,058

-

466,681

6

434,753

6

50,492
1
(
31,748 ) (
1 )
(
7,938 )
-
(
110,020)
(
2)
(
99,214)
(
2)

(brought forward)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE
INCOME
Items that will not be
reclassified subsequently to
profit or loss
Remeasurement of
defined benefit plans
Share of other
comprehensive income
of associates accounted
for using equity method
Income tax benefit
(expense) relating to
items that will not be
reclassified
subsequently to profit
or loss
Items that may be reclassified
subsequently to profit or
loss
Unrealized gains (losses)
on available-for-sale
financial assets
Cash flow hedge
Share of other
comprehensive income
of associates accounted
for using equity method
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017 2016
Amount

$ 335,539
4

87,527

1

248,012

3
(
78,604) (
1 )
(
2,907 )
-

13,363
-

24,004
-
(
42,928)
-
(
106,636) (
1 )

(carried forward)

(brought forward)

Income tax expense
relating to items that
may be reclassified
subsequently to profit
or loss
Other comprehensive
income for the period,
net of income tax
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR
EARNINGS PER SHARE
Basic

Diluted
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017

-


1 )

1


2016




Amount
$ 8,368

(
107,913 )

$ 78,891

$ 1.51

1.51

(




Amount
$ 29,132

(
164,576 )

$ 83,436

$ 2.00

2.00

(


-

2)
1












CHINA ECOTEK CORPORATION

STANDALONE STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2016

Appropriation of 2015 earnings
Legal reserve
Cash dividends to ordinary
shareholders - 30%


Net profit for the year ended
December 31, 2016
Other comprehensive income for the
year ended December 31, 2016, net
of income tax

Total comprehensive income for the
year ended December 31, 2016

BALANCE AT DECEMBER 31, 2016
Appropriation of 2016 earnings
Legal reserve
Cash dividends to ordinary
shareholders - 18%


Net profit for the year ended
December 31, 2017
Other comprehensive income for the
year ended December 31, 2017, net
of income tax

Total comprehensive income for the
year ended December 31, 2017

BALANCE AT DECEMBER 31, 2017
Common shares
Shares
In thousands
Amount
123,743
1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426
Common shares
Shares
In thousands
Amount
123,743
1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426

-
-

-

-


-

-

-
-

-

-


-

-

123,743
$ 1,237,426
Capital
Surplus
628,374


-
-

-


-
-

-

$ 628,374


-
-

-


-
-

-

$ 628,374
Retained Earnings Retained Earnings Retained Earnings Total
1,452,522


-
371,228)

371,228)


248,012
68,148)

179,864

$ 1,261,158


-
222,737)

222,737)


186,804
437)

186,367

$ 1,224,788
Other Equity Other Equity Total Equity Total Equity
Exchange
Differences on

Translating
Foreign
Operations

37,794


-

-


-


-
(
97,897)

(
97,897)

($ 60,103 )


-

-


-


-
(
49,554)

(
49,554)

($ 109,657 )
Unrealized
Gains and Losses
on
Available-for-sale
Financial Assets
131,001

-

-


-

-

37,099


37,099

$ 168,100

-

-


-

-
(
62,187)

(
62,187)

$ 105,913
Total Other
Equity

175,717

-
-

-

-
96,428)

96,428)

$ 79,289

-
-

-

-
107,476)

107,476)

$ 28,187 )
Shares
In thousands
123,743

-

-


-

-

-


-

123,743

-

-


-

-

-


-

123,743
Legal Reserve
496,779

50,892


-


50,892

-

-


-

$ 547,671

24,801


-


24,801

-

-


-

$ 572,472
Unappropriated
Earnings

955,743

(
50,892 )
(
371,228)

(
422,120)

248,012
(
68,148)


179,864

$
713,487

(
24,801 )
(
222,737)

(
247,538)

186,804
(
437)


186,367

$
652,316























(
(
(
(



(
(

(









(
(

(
(
(

3,494,039
-
371,228)
371,228)
248,012
164,576)
83,436
$ 3,206,247
-
222,737)
222,737)
186,804
107,913)
78,891
$ 3,062,401






















(
(
(
(



(
(

(






(
(
(



(
(





(



(
(
(

(
(
(

CHINA ECOTEK CORPORATION

STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Net loss (gain) on financial assets and
liabilities at fair value through profit or
loss
Finance costs
Interest income

Dividend income

Share of the profit of associates

Net gains on disposal of investments

Impairment loss of financial assets
Unrealized gross profit
Recognition of provisions
Recognition of Unrealized construction
Losses
Others

Changes in operating assets and liabilities
Financial instruments held for trading
Accounts receivable
Accounts receivable - related parties

Amounts due from customers for
construction contracts
Other receivables

Inventories
Other current assets
Notes payable
Accounts payable
Accounts payable - related parties

Amounts due to customers for
construction contracts
Other payables

Provisions

Other current liabilities
Net defined benefit liabilities

Cash generated from operations
For the Year Ended December 31
2017
$ 214,596

18,862
7,477
-

8,987
(
24,216 )

(
14,655 )

(
78,299 )
(
57,746 )

20,000
30,111
21,809
208,075
(
12 )
-
152,385

(
866,128 )
(
211,663 )

(
16,318 )
219
69,700

112,446

90,021
(
138,909 )
1,136,253

(
21,938 )

(
10,572 )

117,629

458

768,572
2016
$ 335,539
18,711
7,607
(
2,485 )
7,938
(
22,083 )
(
15,590 )
110,020
(
444 )
-
-
21,448
155,205
-
21,394
(
26,374 )
138,187
( 1,053,618 )
1,304
22
(
65,566 )
(
1,794 )
17,564
113,898
(
608,057 )
(
60,595 )
(
12,781 )
71

167
(
920,312 )

(carried forward)

(brought forward)

(brought forward)
Income taxes paid

Net cash generated from operating
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial
assets
Proceeds from disposal of available-for-sale
financial assets
Acquisition of investments accounted for using
equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Increase in refundable deposits

Decrease in refundable deposits
Acquisition of intangible assets

Increase in other financial assets
Decrease in other financial assets
Decrease in other noncurrent assets
Interest received
Dividends received from others
Dividends received from associates

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings

Increase in short-term bills payable
Decrease in short-term bills payable

Increase in guarantee deposits
Decrease in guarantee deposits
Dividends paid to owners of the Corporation

Interest paid

Net cash used in financing activities

NET INCREASE (DECREASE) 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
For the Year Ended December 31
2016
($ 86,141)
(1,006,453)
(
8,793 )
658
(
120,000 )
(
13,602 )
453
-
27,632
(
8,733 )
(
204,157 )
-
1,484
24,494
15,590

123,740
(
161,234)
450,000
-
1,000,000
-
-
(
2,584 )
(
371,228 )
(
8,139)
1,068,049
( $ 99,638 )
1,183,705
$ 1,084,067

China Ecotek Corporation

Business Report for the Year of 2017

I. Operation Policy

The Company's Operation Policy for the Year of 2017 is to promote the Company's competitive advantages in terms of 4 aspects, such as "Circular Economy," "Technological Deepening," "Human Resource Enhancement," and "Strategic Alliance," and to strengthen the Company's financial health and execution capabilities via organizational re-engineering, so that the Company can continue to promote the Southbound Policy.

1. Circular Economy:

Actively expand utilization of renewable water, green energy and organic sludge resources, and develop innovative business models that integrate engineering and production.

  1. Technological Deepening:

Refine the core technology of electromechanical engineering, water treatment, air pollution prevention and biotechnology facilities to enhance competitiveness.

  1. Human Resource Enhancement:

Strengthen the recruitment and training of corporate talents to inherit and handle large-scale projects in light of technological deepening and the need to maintain and expand overseas markets.

  1. Strategic Alliance:

Establish strategic alliances with world-renowned corporations to jointly develop markets and introduce core technologies.

II. Implementation of the Operation Policy

The Company upholds the business philosophy of “Excellence, Technology, Integrity, and Quality” to continuously improve its internal management processes, strengthen its technical capabilities and increase customer satisfaction.

In the year of 2017, in response to the government policies on promotion of safe energy, green economy and sustainable environment, the Company acquired

the business to install the 80MW solar photovoltaic (PV) system for the Business Group and reached the target of building the 30MW solar photovoltaic system in December of 2017 to successfully deliver the Business Group's task. Meanwhile, the Company also successfully completed major tasks such as the No. 3 blast furnace (BF) Overhaul and Fire-Resistant Turnkey Projects for China Steel Corporation. In terms of overseas projects, the Company’s Southbound Plan also reaped in much success. It acquired the exhaust gas desulphurization and denitrification project for Ha Tinh steelmaking plant of Formosa Plastics, the electromechanical installation project for the production line in Vietnam Plant of Donghe Steel, and 400,000-ton polyester fiber construction turnkey project in FAR EASTERN TEXTILE’s Chemical Fiber Plant. All these projects have laid the foundation for its follow-up entry and development in the Vietnamese market. Looking forward to the next year, the Company will strive to attain China Steel Corporation’s projects on first and second-tier coking plant renewal and environmental protection and improvement, and will continue to expand the scale of organization and business of its Vietnamese subsidiaries in order to get a niche in the local market and actively strive for the projects on establishment of factories as well as air pollution control and wastewater treatment facilities for the textile and steel industries to enhance our core competitiveness.

III. Business Implementation Results

The positioning of target market for The Company covers a variety of engineering fields, such as environmental protection engineering, mechanical and electrical engineering, biotechnology construction, electrical and mechanical maintenance and recycling and advanced water purification. The works that had been implemented in 2017 are set out as follows:

  1. Environmental Protection Projects: SanYing Water Resources Recycling Center construction project in New Taipei City, Qiaotou Wastewater Treatment Plant construction project in Gangshan of Kaohsiung City, Fongshan River Reclaimed Water Steel Plant inner-section mainline and domestic water pipe network installation project, finished product warehouse and the solar power system installation project on Ziqiang Road of the north district for China Steel Corporation, and the solar power system installation project for the third cold rolling mill of China Steel Corporation. These projects cost about NT$2.246 billion, accounting for 22.52% of the total revenue.

  2. Mechanical and Electrical Engineering: equipment installation and civil

engineering for coke ovens in Vietnam's Ha Tinh Steel Plant, 400,000-ton polyester fiber construction turnkey project for Far Eastern Textile’s fiber plant in Vietnam, renovation and expansion project for the coal delivery system in Linkou power plant, Kinmen’s project on water diversion (water delivery pipelining) from mainland China, the wind-proof and dust-proof efficiency improvement project and the transfer process addition and modification project for Dragon Steel Corporation’s raw material storage yard, China Steel Corporation's No.2 sintering desulfurization and denitrification project, China Steel Corporation’s No.2 blast furnace (BF) overhaul and system engineering in district No. 3400. These projects cost about NT$5.161 billion, accounting for 51.75% of the total revenue.

  1. Agency Operations and Maintenance of Electrical and Mechanical Engineering Works and Others: including mechanical and electrical maintenance projects for China Steel Corporation and Dragon Steel Corporation, agency operations for water purification plants for water from Cheng Ching Lake and Kinmen’s Tai Lake, and so on. These projects cost about NT$2.564 billion, accounting for 25.73% of the total revenue.

IV. Comparison of the Profits earned in 2016 and 2017

Unit: NT$1,000

Year
Business Items
Year: 2017 Year: 2016 Increased
(Decreased)
Amount

Change
Rate (%)
Operating Income 9,971,393 8,474,982 1,496,411 17.66%
Operating Cost 9,252,180 7,467,017 1,785,163 23.91%
Unrealized Sales
Benefits
30,111 0 30,111 100%
Operating Margin
689,102
1,007,965 -318,863 -31.63%
Operating
Expenses
438,573 489,849 -51,276 -10.47%
Net Profit 250,529 518,116 -267,587 -51.65%
Net
Non-Operating
Income
-6,454 -117,135 110,681 94.49%
Pre-Tax Net
Profit
244,075 400,981 -156,906 -39.13%
Income Tax
Expense
57,271 152,969 -95,698 -62.56%
Combined Net
Profit in Total
186,804 248,012 -61,208 -24.68%
  1. In 2017, the operating income increased by NT$1,496,411,000 compared with that in 2016, which mainly came from the new projects that entered the construction phase one after another. The operating cost was recognized based on the construction completion ratio during the construction period. As the competition for bidding of the public facilities construction was fierce, the gross profit margin dropped by about 5% compared with that in 2016. In the future, the Company will adjust the strategy on acceptance of the amount of orders.

  2. In 2017, non-operating income and expenses increased by NT$110,681,000 compared with that in 2016, which was mainly caused by the fact that the losses incurred by affiliated companies recognized by the equity method decreased by NT$118,125,000 compared with that in 2016.

  3. In summary, the pre-tax net profit for 2017 decreased by NT$156,906,000 compared with that for 2016, and the total combined net profit for 2017 decreased by NT$61,208,000 compared with that for 2016.

V. Current Status of Research and Development (R&D)

In 2017, the focus was put on the lack of land resources and the idea of circular economy. In terms of water resources R&D, in line with the government's policy on promoting the recycling and reuse of water resources, the Company had continued to refine relevant technologies for water resource recovery, such as the denitrification technology and the bio-film processing technology, in hope that the Company can meet the requirements of being economical with the processing cost and maintain the long-term stable operation of the system. Owing to the fact that the country is small and densely populated, the government has actively increased in the sewage takeover rate. As a result, the sewage treatment capacity has been increasing year by year. Sludge reduction and removal have yet remained to be resolved. As such, the Company has been devoted to development of the sludge drying and reuse technology. In the aspect

of research and development of air pollution prevention and control technologies, the Company has continued on development of technologies for sustainable development, low energy consumption, and reduction of PM2.5 particles, as well as the honeycomb catalyst technology for denitrification at mid-low temperatures, and the volatile organic waste gas catalysis technology. Regarding the research and development of water treatment auxiliaries, in order to improve water usage efficiency in steel mills, the Company has continuously refined the efficacy and efficiency of potions for recycling and cooling water in steel plants and power plants to increase its market share. As the public are concerned about pollution, the government has adjusted the national energy policy, where use of green energy and renewable energy will increase year by year. The Company has successfully developed the technology for application of the rooftop photovoltaic system and continued to promote it, hoping that the Company will move forward and become a company that provides all-round engineering services concerning environmental protection in the future.

Attachment 4

CHINA ECOTEK CORPORATION

Profit Allocation Proposal

December 31, 2017

Undistributed earnings from January 1,2017
Adjust Retained Earnings for Investments
accounted for Using Equity Method
Actuarial gain or loss on defined benefit
retirement plan recorded as Retained Earnings
Subtotal of Undistributed earnings
Add: After-tax earnings of 2017 (A)
Deduct: Legal reserve = (A) *10%
Special reserve
Retained Earnings Available for Distribution as
of December 31, 2017
Distribution Items:
Dividends for common shares
Undistributed earnings
NT$ 465,948,903
(3,345,484)
2,908,417
465,511,836
186,803,620
(18,680,362)
(28,187,196)
NT$605,447,898
(154,678,190)
NT$ 450,769,708

Comparison Table of Drafted Amendments to “Company Act” of China Ecotek Corporation

Amended provisions Original provisions Explanation
Article 2
The business scope of the company is as bellows:
1.
C802120
Industrial Catalyst Manufacturing
2.
C901060
Refractory Materials Manufacturing
3.
CA01020 Iron and Steel Rolls over Extends and Crowding
4.
CA01030 Iron and Steel Casting
5.
CA01050 Iron and Steel Rolling, Drawing, and Extruding
6.
CA01120 Copper Casting
7.
CA01990 Other Non-ferrous Metal Basic Industries
8.
CA02010 Metal Architectural Components Manufacturing
9.
CA02050 Metal Valves Manufacturing
10.
CA02060 Metal Containers Manufacturing
11.
CA02090 Metal line Products Manufacturing
12.
CA02990 Other Fabricated Metal Products Manufacturing
Not Elsewhere Classified
13.
CA03010 Metal Heat Treating
14.
CA04010 Metal Surface Treating
15.
CB01010 Machinery and Equipment Manufacturing
16.
CB01030 Pollution Controlling Equipment Manufacturing
17.
CC01040 Lighting Facilities Manufacturing
18.
CB01990 Other Machinery Manufacturing Not Elsewhere
Classified
19.
CC01010 Electric Power Supply, Electric Transmission and
Power Distribution Machinery Manufacturing
20.
CC01990 Electrical Machinery, Supplies Manufacturing

Article 2
The business scope of the company is as bellows:
1.
Planning, Design, Manufacturing, Construction/Installation,
Maintenance of Environmental Protection Engineering (Water
Treatment、Air pollution prevention、Noise control、Waste Treatment、
Incineration) equipment
2.
Planning, Design, Manufacturing, Construction/Installation,
Maintenance and operation Co-Generation Plant engineering and
related equipment planning
3.
Steel Industry (Iron Making, Steel Making, Rolling): Planning, Design,
Manufacturing, Construction/Installation, Maintenance and operation.
4.
Planning, Design, Manufacturing, Construction/Installation,
Maintenance of Railway and MRT system compartments
5.
Planning, Design, Manufacturing, Construction/Installation,
Maintenance of Instrument Engineering and Electrical installation
engineering
6.
Planning, Design, Manufacturing, Construction/Installation,
Maintenance of Environmental Protection and Co-Generation Plant
engineering
7.
Maintenance of Waste cleaning and Waste cleaning equipment
8.
Recycling and trading of previous item
9.
Planning, Design, Manufacturing, Construction/Installation,
Maintenance of water treatment system
10.
Supervising and examining of Environmental Protection
11.
Examining, detecting and analyzing of Environmental pollution
Add
items
of
Business
Registration Code and delete
item 1 to 21.

1

Amended provisions Original provisions Explanation
21.
CD01010 Ship and Parts Manufacturing
22.
CD01020 Tramway Cars Manufacturing
23.
CD01030 Automobiles and Parts Manufacturing
24.
CE01010 Precision Instruments Manufacturing
25.
D101050
Steam and Electricity Paragenesis
26.
D101060 self-usage power generation equipment utilizing
renewable energy industry
27.
D301010
Water Supply
28.
D601011
Reclaimed Water Operators
29.
E101011
Synthesis Construction
30.
E102011
Civil Engineering Construction
31.
E103011
Steel Construction
32.
E103021 Keeps off the Earth Strut & Earth Work
Construction
33.
E103031
Foundation Engineering Construction
34.
E103041 Construction tower hoisting & Pattern Plate
Project Construction
35.
E103051 Mixes the Concrete Project in Advance
Construction
36.
E103061
Builds the Drilling Project Construction
37.
E103071
Underground Utilities Project Construction
38.
E103081
Valance curtain wall project Construction
39.
E103091
Garden, Landscape Project Construction
40.
E103101
Environmental Protection Construction
41.
E103111
Waterproof Project Construction
42.
E401010
Dredge Engineering
12.
Evaluation of environmental impact
13.
Design, Installation and maintenance of Automatic fire extinguishing
equipment
14.
Engineering and trading of Waterproof Materials
15.
Non-destruction examine business
16.
Trading and leasing of Engineering equipment and instrument
17.
Manufacturing, Installation and trading of transport vehicles tanks for
various types of oil storage, gas storage, water storage, and chemical
18.
Manufacturing, Installation and trading of various types of exhaust fan
19.
Manufacturing, cutting and trading of various steel framework and
metal tube.
20.
Manufacturing, Installation, trading and maintenance of various pump,
gate and motor.
21.
Flat iron cutting processing, pedals, round iron, wire, iron and steel
processing and manufacturing
22.
E401010 Dredge Engineering
23.
E599010 Pipe Lines Construction
24.
F213100 Retail Sale of Pollution Controlling Equipments
25.
F113100 Wholesale of Pollution Controlling Equipments
26.
CB01030 Pollution Controlling Equipment Manufacturing
27.
E501011 Water Pipe Construction
28.
ZZ99999 All business items that are not prohibited or restricted by law,
except those that are subject to special approval
29.
E103101 Environmental Protection Construction
30.
E103111 Waterproof Project Construction

2

Amended provisions Original provisions Explanation
43.
E402010
Ballast and Mud Construction on Sea
44.
E501011
Water Pipe Construction
45.
E502010
Fuel Pipe Construction
46.
E503011 User's Drainage Facility Installation Contractor of
Sewer System
47.
E599010
Pipe Lines Construction
48.
E601010
Electric Appliance Construction
49.
E601020
Electric Appliance Installation
50.
E602011
Frozen and Air-conditioning Engineering
51.
E603010
Cables Construction
52.
E603020
Elevator Construction
53.
E603040
Fire Fighting Equipments Construction
54.
E603050
Cybernation Equipments Construction
55.
E603080
Traffic Signals Construction
56.
E603090
Illumination Equipments Construction
57.
E603100
Electric Welding Construction
58.
E603110
Quench Construction
59.
E603120
Sand Spurting Construction
60.
E603130
Gas Water Heater Installation
61.
E604010
Machinery Installation Construction
62.
E605010
Computing Equipments Installation Construction
63.
E606010 Electricity Equipments Checking and
Maintenance
64.
E607010 Solar Heat Energy Equipments Installation
Construction
65.
E701020 Channel KU and C of Satellite TV Equipments

3

Amended provisions Original provisions Explanation
and Materials Construction
66.
E701030 Restrained Telecom Radio Frequency Equipments
and Materials Construction
67.
E701040 Basic Telecommunications Equipment
Construction
68.
E801010
Building Maintenance and Upholstery
69.
E801020
Doors and Windows Construction
70.
E801030
Interior Light Rigid Frame Construction
71.
E801040
Glass Construction
72.
E801060
Interior Decoration Construction and Repairing
73.
E801070
Kitchen and Bath Facilities Construction
74.
E901010
Painting Construction
75.
E903010
Eroding and Rusting Construction
76.
EZ02010
Derrick Construction
77.
EZ03010
Furnace Installation Construction
78.
EZ05010
Apparatus Installation Construction
79.
EZ06010
Traffic Labels Construction
80.
EZ07010
Drilling Construction
81.
EZ09010 Static Electricity Protecting and Clearing
Construction
82.
EZ14010
Sports Ground Equipments Construction
83.
EZ15010
Warming and Cooling Maintainance Construction
84.
EZ99990
Other Construction
85.
F106010
Wholesale of Ironware
86.
F106040
Wholesale of Water Containers
87.
F107010
Wholesale of Paints, Varnishes and Lacquers

4

Amended provisions Original provisions Explanation
88.
F107050
Wholesale of Manure
89.
F107080
Wholesale of Environment Medicines
90.
F107090
Wholesale of Industrial Explosives
91.
F107170
Wholesale of Industrial Catalyst
92.
F107200
Wholesale of Chemistry Raw Material
93.
F107990
Wholesale of Other Chemical Products
94.
F113010
Wholesale of Machinery
95.
F113020
Wholesale of Household Appliance
96.
F113030
Wholesale of Precision Instruments
97.
F113050 Wholesale of Computing and Business Machinery
Equipment
98.
F113060
Wholesale of Metrological Instruments
99.
F113070
Wholesale of Telecom Instruments
100. F113090 Wholesale of Traffic Signal Equipments and
Materials
101. F113100
Wholesale of Pollution Controlling Equipments
102. F113110
Wholesale of Batteries
103. F113990
Wholesale of Other Machinery and Equipment
104. F118010
Wholesale of Computer Software
105. F120010
Wholesale of Refractory Materials
106. F207010
Retail Sale of Paints, Varnishes and Lacquers
107. F207020
Retail Sale of Dyeing Mills and Dyestuff
108. F207080
Retail Sale of Environment Medicine
109. F207170
Retail Sale of Industrial Catalyst
110. F207200
Retail sale of Chemistry Raw Material
111. F207990
Retail Sale of Other Chemical Products

5

Amended provisions Original provisions Explanation
112. F213010
Retail Sale of Household Appliance
113. F213040
Retail Sale of Precision Instruments
114. F213050
Retail Sale of Metrological Instruments
115. F213060
Retail Sale of Telecom Instruments
116. F213080
Retail Sale of Machinery and Equipment
117. F213090 Retail Sale of Traffic Signal Equipments and
Materials
118. F213100
Retail Sale of Pollution Controlling Equipments
119. F213990
Retail Sale of Other Machinery and Equipment
120. F214080
Retail Sale of Tramway Cars and Parts
121. F217010
Retail Sale of Fire Fighting Equipments
122. F218010
Retail Sale of Computer Software
123. F219010
Retail Sale of Electronic Materials
124. F220010
Retail Sale of Refractory Materials
125. F299990 Retail Sale of Other Retail Trade Not Elsewhere
Classified
126. F399040
Retail Business Without Shop
127. F401010
International Trade
128. H201010
Investment
129. H701050
Public Works Construction and Investment
130. I101061
Engineering Consultancy
131. I101070
Agriculture, Forestry, Fishing and Animal
Husbandry Consultancy
132. I101090
Food Consultancy
133. I101110
Textile Industry Consultancy
134. I102010
Investment Consultancy

6

Amended provisions Original provisions Explanation
135. I103060
Management Consulting Services
136. I199990
Other Consultancy
137. I301010
Software Design Services
138. I301020
Data Processing Services
139. I301030
Digital Information Supply Services
140. I501010
Product Designing
141. I503010
Landscape and Interior Designing
142. I599990
Other Designing
143. IF04010
Harmless Checking Services
144. IG01010
Biotechnology Services
145. IG02010
Research Development Service
146. IG03010
Energy Technical Services
147. IZ99990
Other Industry and Commerce Services Not
Elsewhere Classified
148. J101030
Waste Disposing
149. J101040
Waste Disposing
150. J101050
Sanitary and Pollution Controlling Services
151. J101060
Wastewater (Sewage) Treatment
152. J101070
Radwaste Disposing Service
153. J101080
Waste Recycling
154. J101090
Waste Collecting and Disposing
155. J101990
Other Environmental Protection Construction
156. JB01010 Exhibition Services
157. JE01010
Rental and Leasing Business
158. ZZ99999 All business items that are not prohibited or
restricted by law, except those that are subject to

7

Amended provisions Original provisions Explanation
special approval

8

Comparison Table of Drafted Amendments to Rules For Regulations Governing The Acquisition And

Disposal Of Assets” of China Ecotek Corporation

Amended provisions Original provisions Explanation
Article 8: Procedures for Acquisition or Disposal of Real Estate or
Equipment
(The first and third paragraph remain unchanged)
2. Determination procedures for the Transaction Terms and Authorization
Limit
(1) For real estate acquisition, reference shall be made to the
announced current value, the assessed current value, the actual
trading price for real estate in the neighborhood, etc., to determine
the trading terms and trading prices, as well as using it as analysis
reports. For equipment acquisition, one of the methods of price
inquiry, price comparison, price negotiation or open bidding shall
be adopted. Real estate and equipment have been incorporated
into the capital expenditure budget and authorized to be approved
by the General Manager. If the real estate and equipment are not
originally included in the capital expenditure budget and the
amount is greater than NT$20 million, they should still be
submitted to the Board of Director for approval before acquisition
or disposal. If the amount does not exceed NT$20 million, the
board chairman is authorized to approve and process.
(2) The “assets depletion form” is filled in by the safekeeping
unit duringassets disposal. Those that have reached their durable
Article 8: Procedures for Acquisition or Disposal of Real Estate or
Equipment
(The first and third paragraph remain unchanged)
2. Determination procedures for the Transaction Terms and Authorization
Limit
(1) For real estate acquisition, reference shall be made to the
announced current value, the assessed current value, the actual
trading price for real estate in the neighborhood, etc., to determine
the trading terms and trading prices, as well as using it as analysis
reports. For equipment acquisition, one of the methods of price
inquiry, price comparison, price negotiation or open bidding shall
be adopted. Real estate and equipment have been incorporated
into the capital expenditure budget and authorized to be approved
by the General Manager. If the real estate and equipment are not
originally included in the capital expenditure budget and the
amount is greater than NT$20 million, they should still be
submitted to the Board of Director for approval before acquisition
or disposal. If the amount does not exceed NT$20 million, the
board chairman is authorized to approve and process.
(2) The “assets depletion form” is filled in by the safekeeping
unit duringassets disposal. Those that have reached their durable
In reference to the
Article 9 of
Regulations
Governing the
Acquisition and
Disposal of Assets
by Public
Companies and
Organizational
Charter.

service life shall report to and approved by the Deputy General Manager of the management department before processing, while those that have not reached their durable service life shall report to and approved by the General Manager before processing.

4. Appraisal report of real estate or equipment

In acquiring or disposing of real estate or equipment where the transactions amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the company, unless transacting with government agencies, engaging others to build on its own land, engaging others to build on leased land, or acquiring and disposing of machinery or equipment for business use, shall obtain an appraisal report (the appraisal report shall be recorded as described in attachment 1) from a professional appraiser prior to the date of the occurrence and shall further comply with the following provisions:

  • (1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Director, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.

  • (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

  • (3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the

service life shall report to and approved by the Deputy General Manager of the administration department before processing, while those that have not reached their durable service life shall report to and approved by the General Manager before processing.

  1. Appraisal report of real estate or equipment

In acquiring or disposing of real estate or equipment where the transactions amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the company, unless transacting with government organizations, engaging others to build on its own land, engaging others to build on leased land, or acquiring and disposing of machinery or equipment for business use, shall obtain an appraisal report (the appraisal report shall be recorded as described in attachment 1) from a professional appraiser prior to the date of the occurrence and shall further comply with the following provisions:

  • (1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Director, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.

  • (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

  • (3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a

appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the R.O.C. Accounting Research and Development Foundation (hereinafter referred to as ARDF) and render a specific opinion regarding the reasons for the discrepancy and the appropriateness of the transaction price:

  1. Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount

  2. Where the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

  3. (4) No more than 3 months shall elapse between issuance date of the appraisal report by professional appraiser and the contract execution date. However, if the announced current value for the same period is applicable and not more than 6 months have elapsed, an opinion letter shall be issued by the original professional appraiser.

  4. (5) Where the company acquires or disposes of assets through court action, the evidentiary documents issued by the court may be substituted for the appraisal report or the accountant’s opinion.

certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the R.O.C. Accounting Research and Development Foundation (hereinafter referred to as ARDF) and render a specific opinion regarding the reasons for the discrepancy and the appropriateness of the transaction price:

  1. Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount

  2. Where the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

  3. (4) No more than 3 months shall elapse between issuance date of the appraisal report by professional appraiser and the contract execution date. However, if the announced current value for the same period is applicable and not more than 6 months have elapsed, an opinion letter shall be issued by the original professional appraiser.

  4. (5) Where the company acquires or disposes of assets through court action, the evidentiary documents issued by the court may be substituted for the appraisal report or the accountant’s opinion.

Article 10: Procedures for Related Parties Transaction Article 10: Procedures for Related Parties Transaction In reference to the
When the company engages in any acquisition or disposal of assets When the company engages in any acquisition or disposal of assets Article 9 of
from or to a Related Party, in addition to adhering to the provisions in from or to a Related Party, in addition to adhering to the provisions in Regulations
the preceding article and this article and evaluating the the preceding article and this article and evaluating the Governing the
reasonableness of the transaction terms, the company shall obtain an reasonableness of the transaction terms, the company shall obtain an Acquisition and
appraisal report from a professional appraiser or accountant’s opinion appraisal report from a professional appraiser or accountant’s opinion Disposal of Assets
if the transaction amount reaches 10% or more of the company’s total
assets. When judging whether a trading counterparty is a Related
Party, in addition to legal formalities, the substance of the
relationships shall also be considered.
1. Assessment and operating procedures
When the company acquires or disposes of real estate from or to a
Related Party, or acquires or disposes of assets other than real estate
from or to a Related Party, and the transaction amount reaches 20% of
the company’s paid-in capital, 10% of the total assets or NT$300
million or more, except for trading government bonds, bonds under
repurchase or resale agreements, and the purchase orredemption
domestic money market fundsissued by Securities Investment Trust
Enterprise,the Company shall not proceed to sign a transaction
contract or make a payment until the following matters have been
approved by the Board of Director and ratified by the supervisors:
(The rest of this clause remain unchanged)
if the transaction amount reaches 10% or more of the company’s total
assets. When judging whether a trading counterparty is a Related
Party, in addition to legal formalities, the substance of the
relationships shall also be considered.
1. Assessment and operating procedures
When the company acquires or disposes of real estate from or to a
Related Party, or acquires or disposes of assets other than real estate
from or to a Related Party, and the transaction amount reaches 20% of
the company’s paid-in capital, 10% of the total assets or NT$300
million or more, except for trading government bonds, bonds under
repurchase or resale agreements, and the purchase or redemption
domestic money market funds, the Company shall not proceed to sign
a transaction contract or make a payment until the following matters
have been approved by the Board of Director and ratified by the
supervisors:
(The rest of this clause remain unchanged)
by Public
Companies.
Article 11: Procedures for Acquisition or Disposal of Membership or
Intangible Assets
(The first, second, and third part remain unchanged)
4. Professional Appraisal Report of Membership or Intangible Assets
Where the Company acquires or disposes of memberships or
intangible assets and the transaction amount reaches 20% of
company’s paid-in capital or NT$300 million or more, apart from
transaction with governmentagencies,the Company shall engage an
accountant to render an opinion on the reasonableness of the
transaction price prior to the date of the occurrence; the accountant
shall complywith theprovisions of Statement of AuditingStandards
Article 11: Procedures for Acquisition or Disposal of Membership or
Intangible Assets
(The first, second, and third part remain unchanged)
4. Professional Appraisal Report of Membership or Intangible Assets
Where the Company acquires or disposes of memberships or
intangible assets and the transaction amount reaches 20% of
company’s paid-in capital or NT$300 million or more, apart from
transaction with governmentorganizations, the Company shall
engage an accountant to render an opinion on the reasonableness of
the transaction price prior to the date of the occurrence; the
accountant shall complywith theprovisions of Statement of Auditing
In reference to the
Article 11 of
Regulations
Governing the
Acquisition and
Disposal of Assets
by Public
Companies.
No. 20published bythe ARDF. Standards No. 20published bythe ARDF.
Article 13: Handling Procedures for the Acquisition or Disposal of
Derivative Product
1. Transaction Principle and Guidelines
(The first and second paragraph remain unchanged)
(3) Division Of Authority And Responsibility
1. Accounting and Finance Department
(1) Trading staff
A Responsible for the strategic formulation of financial
commodities transaction
B Traders shall calculate positions held regularly every
fortnight, collect market information, conduct trend
judgment and risk assessment, and draft operation
strategy which shall serve as the reference basis for
trading after approved by the authorization.
C Implement transactions in accordance with the authority
granted as well as drafted strategy.
D In the event that there are major changes in the financial
market and trading staff determines that the drafted
strategy is no longer applicable, trading staff shall,
therefore, present assessment report from time to time
and re-draft strategy accordingly which shall serve as
the basis for trading after being approved by the General
Manager.
(2) Accountant
A Confirmation of transaction execution.
B Review if the transactions are executed in accordance
Article 13: Handling Procedures for the Acquisition or Disposal of
Derivative Product
1. Transaction Principle and Guidelines
(The first and second paragraph remain unchanged)
(3) Division Of Authority And Responsibility
1. Accounting and Finance Department
(1) Trading staff
A Responsible for the strategic formulation of financial
commodities transaction
B Traders shall calculate positions held regularly every
fortnight, collect market information, conduct trend
judgment and risk assessment, and draft operation
strategy which shall serve as the reference basis for
trading after approved by the authorization.
C Implement transactions in accordance with the authority
granted as well as drafted strategy.
D In the event that there are major changes in the financial
market and trading staff determines that the drafted
strategy is no longer applicable, trading staff shall,
therefore, present assessment report from time to time
and re-draft strategy accordingly which shall serve as
the basis for trading after being approved by the General
Manager.
(2) Accountant
A Confirmation of transaction execution.
B Review if the transactions are executed in accordance
Amendments are
made in
accordance with
the Organizational
Charter
with the authorization permission and the established
strategy.
C Conduct assessment every month and the assessment
report shall be reviewed by the General Manager.
D Handle accounting transaction.
E Report or announce according to the regulations of the
Securities and Futures Commission.
(3) Settlement staff: responsible for conducting settlement.
(4) Authorization limit of derivative products
A Authorization limit of hedgingtransactions
Amount of Each
Transaction
Daily Total Amount
General
Manager
Not more than
US$2,500,000 or
equivalent
Not more than
US$5,000,000 or
equivalent
Deputy General
Manager of
theManagement
Department
Not more than
US$1,500,000 or
equivalent
Not more than
US$3,000,000 or
equivalent
Manager of the
Accounting and
Financial
Department
Not more than
US$500,000 or
equivalent
Not more than
US$1,000,000 or
equivalent
B Transactions for other purposes shall proceed only after
submission and approval by the Board of Director.
C When the company engages in derivative product
transactions, according to the regulations this procedure,
the relevant personnel who is authorized to handle this
shall report to the soonest Board of Director meeting
after the transactions.
with the authorization permission and the established
strategy.
C Conduct assessment every month and the assessment
report shall be reviewed by the General Manager.
D Handle accounting transaction.
E Report or announce according to the regulations of the
Securities and Futures Commission.
(3) Settlement staff: responsible for conducting settlement.
(4) Authorization limit of derivative products
A Authorization limit of hedging transactions
Amount of Each
Transaction
Daily Total Amount
General Manager
Not more than
US$2,500,000 or
equivalent
Not more than
US$5,000,000 or
equivalent
Deputy General
Manager of
theAdministration
Department
Not more than
US$1,500,000 or
equivalent
Not more than
US$3,000,000 or
equivalent
Manager of the
Accounting and
Financial
Department
Not more than
US$500,000 or
equivalent
Not more than
US$1,000,000 or
equivalent
B Transactions for other purposes shall proceed only after
submission and approval by the Board of Director.
C When the company engages in derivative product
transactions, according to the regulations this procedure,
the relevant personnel who is authorized to handle this
shall report to the soonest Board of Director meeting
2 Audit Department
Responsible to examine the appropriateness of the
internal control over derivative product transactions,
conduct audit of the compliance of the transaction
department with the operating procedures, analyze the
transaction cycle and prepare audit report which shall be
submitted to the supervisor for review at the end of the
next month after the completion of the audit project. If
the internal auditor discovers major violations or the
company suffers from serious losses, he or she shall
submit a report and notify each supervisor.
3 Performance Assessment
After the settlement at the end of each month, the current
profit and loss arising from the actual settlement of
derivative product transaction contract of that month as
recorded in the account shall be compiled in a statistical
report and report to the Deputy General Manager of
themanagement department, to serve as a reference basis
of performance assessment.
4 Contract Total Amount and Upper Limit for Loss
(1) Contract Total Amount
In derivative product transaction, the net position of the
company shall be estimated monthly. The mid and
long-term net positions are capped by one-half of the
total amount of the hedge by principle while the
short-term net position shall be fully operated. In the
event that the total contract amount exceeds the above
limit,it shall be reported to and approved bythe Board of
after the transactions.
2 Audit Department
Responsible to examine the appropriateness of the
internal control over derivative product transactions,
conduct audit of the compliance of the transaction
department with the operating procedures, analyze the
transaction cycle and prepare audit report which shall be
submitted to the supervisor for review at the end of the
next month after the completion of the audit project. If
the internal auditor discovers major violations or the
company suffers from serious losses, he or she shall
submit a report and notify each supervisor.
3 Performance Assessment
After the settlement at the end of each month, the current
profit and loss arising from the actual settlement of
derivative product transaction contract of that month as
recorded in the account shall be compiled in a statistical
report and report to the Deputy General Manager of
theadministration department, to serve as a reference
basis of performance assessment.
4 Contract Total Amount and Upper Limit for Loss
(1) Contract Total Amount
In derivative product transaction, the net position of the
company shall be estimated monthly. The mid and
long-term net positions are capped by one-half of the
total amount of the hedge by principle while the
short-term net position shall be fully operated. In the
event that the total contract amount exceeds the above

Director before proceed.

limit, it shall be reported to and approved by the Board of Director before proceed.

  • (2) Stipulation of Loss Limit

  • (2) Stipulation of Loss Limit

  • In derivative product transaction, for individual contracts, the loss limit shall not exceed 10% of the contract amount. In the event that it exceeds the above upper limit of loss, it shall be reported to the chairman of the Board of Director immediately, take necessary countering measures and report it to the Board of Director.

  • (The second and third paragraph remain unchanged)

  • In derivative product transaction, for individual contracts, the loss limit shall not exceed 10% of the contract amount. In the event that it exceeds the above upper limit of loss, it shall be reported to the chairman of the Board of Director immediately, take necessary countering measures and report it to the Board of Director.

(The second and third paragraph remain unchanged)

  1. Method for Periodic Review and Handling of Abnormal Situation

  2. Method for Periodic Review and Handling of Abnormal Situation

  3. (1) The Deputy General Manager of the management department shall regularly supervise and assess if derivative product (1) The Deputy General Manager of the administration department transactions are truly executed in accordance with transaction shall regularly supervise and assess if derivative product procedures stipulated by the company and if the current risks transactions are truly executed in accordance with transaction management procedure is appropriate, and evaluate if the procedures stipulated by the company and if the current risks performance is within the established operational strategy and management procedure is appropriate, and evaluate if the the risks assumed are within the scope of tolerable assumption. performance is within the established operational strategy and Under the circumstances that there are irregularities (e.g., the the risks assumed are within the scope of tolerable assumption. position held has already exceeded loss limit), it shall be Under the circumstances that there are irregularities (e.g., the reported to the chairman of the Board of Director immediately, position held has already exceeded loss limit), it shall be take countering measures and report to the soonest Board of reported to the chairman of the Board of Director immediately, Director meetings. take countering measures and report to the soonest Board of

  4. (2) The derivative product transaction positions held shall be Director meetings. assessed at least once per week. Nevertheless, hedging (2) The derivative product transaction positions held shall be assessed at transactions executed under business needs shall be assessed at least once per week. Nevertheless, hedging transactions executed under least twice each month and assessment report shall be submitted business needs shall be assessed at least twice each month and assessment to Deputy General Manager of the management department. report shall be submitted to Deputy General Manager of the administration

department.
Article 14: Procedures for Conducting a Merger, Demerger, Acquisition or
Transfer of Shares
1. Assessment and operating procedures
(1) When conducting a merger, demerger, acquisition or transfer of
shares, the company shall engage an attorney, accountant,
underwriter, etc., to co-research the estimated timetable of the
statutory procedure and organize a project team according to the legal
procedures to implement. Prior to convening a Board of Director
meeting, shall engage an accountant, attorney or securities
underwriter to give opinions on the reasonableness of the share
exchange ratio, acquisition price, or distribution of cash or other
assets to shareholders, and submit it to the Board of Director for
approval.However, for the merging of the company and its
subsidiaries which it directly or indirectly holds 100% of their issued
shares or total capital, or for the merging of the subsidiaries which it
directly or indirectly holds 100% of their issued shares or total capital,
the opinions of the former experts on reasonableness can be
exempted.
(The other contents in this clause remain unchanged)
Article 14: Procedures for Conducting a Merger, Demerger, Acquisition or
Transfer of Shares
1. Assessment and operating procedures
(1) When conducting a merger, demerger, acquisition or transfer of
shares, the company shall engage an attorney, accountant,
underwriter, etc., to co-research the estimated timetable of the
statutory procedure and organize a project team according to the legal
procedures to implement. Prior to convening a Board of Director
meeting, shall engage an accountant, attorney or securities
underwriter to give opinions on the reasonableness of the share
exchange ratio, acquisition price, or distribution of cash or other
assets to shareholders, and submit it to the Board of Director for
approval.
In reference to the
Article 22 of
Regulations
Governing the
Acquisition and
Disposal of Assets
by Public
Companies.
Article 15: Procedure of Information Disclosure
1. Public Announcement and Reporting Standard
When the company acquires or dispose assets and one of the
following circumstances exists, the relevant information shall be
publicly announced on the Financial Supervisory Commission
designated website within two days commencing from the date of
occurrence of the event.
Article 15: Procedure of Information Disclosure
1. Public Announcement and Reporting Standard
(1) Acquisition or disposal of real estate from or to a Related Party, or
in acquiring or disposing any assets other than the real estate from or
to a Related Party and the transaction amount reaches 20% of the
company’s paid-in capital, 10% of the total assets or NT$300 million,
or more; provided,however,that this shall not applyto the tradingof
In reference to the
Article 30 of
Regulations
Governing the
Acquisition and
Disposal of Assets
(1) Acquisition or disposal of real estate from or to a Related Party,
or in acquiring or disposing any assets other than the real estate from
or to a Related Party and the transaction amount reaches 20% of the
company’s paid-in capital, 10% of the total assets or NT$300 million,
or more; provided, however, that this shall not apply to the trading of
government bonds, bonds under repurchase or resale agreements, and
the purchase orredemption domestic money market fundsissued by
Securities Investment Trust Enterprise.
(2) Merger, demerger, acquisition, or transfer of share.
(3) The loss of derivative product transaction reaches the limit for all
or individual contract set forth in the procedures regulations.
(4)Where the type of asset acquired or disposed of is equipment for
business use,the trading counterparty is not a Related Party,and
the transaction amount is more than NT$500 million.
(5)Where the construction project acquired or disposed of is real
estate for construction use, the trading counterparty is not a
Related Party, and the transaction amount is more than NT$500
million.
(6)Where real estate is acquired under an arrangement on engaging
others to build on the Company's own land, engaging others to
build on leased land, joint construction and allocation of
housing units, joint construction and allocation of ownership
percentages, or joint construction and separate sale, and the
amount the Company expects to invest in the transaction is
more than NT$500 million.
(7)Apart from the transactions referred to in the preceding six clauses,
where there is an asset transaction, a disposal of receivables to a
financial institution,or an investment in mainland China area
government bonds, bonds under repurchase or resale agreements, and
the purchaseor redemption domestic money market funds.
(2) Merger, demerger, acquisition, or transfer of share.
(3) The loss of derivative product transaction reaches the limit for all
or individual contract set forth in the procedures regulations.
(4) Apart from the transactions referred to in the preceding 3 clauses,
where there is an asset transaction, a disposal of receivables to a
financial institution, or an investment in mainland China area
that reaches 20% of the company’s paid-in capital or NT$300
million or more; provided, this shall not apply to the following
circumstances:
1. Trading of government bonds.
2. Trading of negotiable securities by professional investors in
domestic and foreign securities trading or over-the-counter
securities exchange, or subscriptions of the securities firm in
primary market, or subscriptions of negotiable securities
3. Trading of bonds under repurchase/resale agreements and the
purchase or repurchase domestic money market funds.
4. Where the type of asset acquired or disposed of is equipment
for business use, the trading counterparty is not a Related
Party, and the transaction amount is less than NT$500
million.
5. Where the construction project acquired or disposed of is real
estate for construction use, the trading counterparty is not a
Related Party, and the transaction amount is more than
NT$500 million.
6. Where real estate is acquired under an arrangement on
engagingothers to build on the Company's own land,
by Public
Companies.

that reaches 20% of the company’s paid-in capital or NT$300 million or more; provided, this shall not apply to the following circumstances:

  • engaging others to build on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million.

  • Trading of government bonds.

  • Trading of negotiable securities by professional investors in domestic and foreign securities trading or over-the-counter securities exchange, or subscriptions of general financial bonds of ordinary companies that do not involve equity that are offered and issued by the domestic primary market, or subscriptions of negotiable securities by security firm as per recommended by securities dealer according to the Taipei Exchange regulations, who serves as a counselor for listed company at emerging stock market due to underwriting needs.

  • (5) The amount of transaction in this article shall be calculated as follows. Within one year is based on the date of the occurrence of the transaction, a retrospective calculation of one year. It will not be counted according to the provisions of this procedure, a valuation report or an accountant’s opinion issued by a professional appraiser, submitted to the board of directors for approval, and the supervisor’s recognition or announcement 1.The amount of any individual transaction.

  • needs. 2.The cumulative transaction amount of acquisitions and

    1. Trading of bonds under repurchase/resale agreements and the disposals of the same type of underlying asset with the same purchase or redemption domestic money market trading counterparty within the preceding year. funds issued by Securities Investment Trust Enterprise. 3.The cumulative transaction amount of real estate acquisitions
  • The amount of transaction in this article shall be calculated as and disposals (cumulative acquisitions and disposals, follows: respectively) within the same development project within the 1. The amount of any individual transaction. preceding year. 2. The cumulative transaction amount of acquisitions and 4.The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the disposals (cumulative acquisitions and disposals, respectively) same trading counterparty within the preceding year. of the same security within the preceding year.

    1. The cumulative transaction amount of real estate 2. Time limit for handling announcements and release acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development It shall announce and release the relevant information within two days project within the preceding year. commencing while the company acquiring and disposing of assets
    1. The cumulative transaction amount of acquisitions and meets the standard
disposals
(cumulative
acquisitions
and
disposals,
respectively) of the same security within the preceding
year.
"Within the preceding year" as used inthis articlerefers to the
year preceding the date of occurrence of the current
transaction. Items duly announced in accordance with these
regulations need not be counted toward the transaction
amount.
The company shall compile monthly reports on the status of
derivatives trading engaged in up to the end of the preceding
month by itself and other foreign subsidiaries and enter the
information in the prescribed format into the information
reporting website designated by the Financial Supervisory
Commission by the 10th day of each month. All items should
be published againwithin two days from the date of
knowledge if any item required to be disclosed is missing
during the original publication.
The contracts, meeting minutes, log books, appraisal reports,
and opinion letters of accountant, lawyers or securities
underwriters relevant to the company's acquisition or disposal
of assets shall, except as otherwise specified by relevant
regulations, be kept in the company for at least five years.
(8) This articlestipulates that after the announcement and report of
the transaction, should any of the following conditions occur,
the company shall announce and report the relevant information
in the designated website within two days commencing
immediately from the date of occurrence of the event.
1. Amendment,termination or cancellation of the original
3. The release process
(1) The company shall release in the designated website.
(2) A public company shall compile monthly reports on the status of
derivatives trading engaged in up to the end of the preceding month
by itself and any subsidiaries that are not domestic public companies
and enter the information in the prescribed format into the
information reporting website designated by the FSC by the 10th day
of each month.
(3) When a public company at the time of public announcement makes an
error or omission in an item required by regulations to be publicly
announced and so is required to correct it, all the items shall be again
publicly announced and reported in their entirety within two days
counting inclusively from the date of knowing of such error or
omission.
(4) The company acquiring or disposing of assets shall keep all relevant
contracts, meeting minutes, log books, appraisal reports and CPA,
attorney, and securities underwriter opinions at the company
headquarters, where they shall be retained for 5 years except where
another act provides otherwise.
(5) Previous article stipulates that after the announcement and report of
the transaction, should any of the following conditions occur, the
company shall announce and report the relevant information in the
designated website within two days commencing immediately from
the date of occurrence of the event.
1. Amendment, termination or cancellation of the original agreement.
2. Merger, demerger, acquisition or share transfer not completed as
scheduled in the agreement.
3. Change to the originally publicly announced and reported

agreement. information.

  1. Merger, demerger, acquisition or share transfer not completed 4. Announcement Format

as scheduled in the agreement. (The other contents of this article remained unchanged)

  1. Change to the originally publicly announced and reported

    • information.
  2. Announcement Format

(The other contents of this article remained unchanged)