Central Re

Stock Code: 2851

CENTRAL REINSURANCE CORPORATION

2016 Annual General Meeting of Shareholders

Agenda Handbook

May 27, 2016

(This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

AGENDA FOR THE MEETING

	$A \cdot$ Report of Shareholders Presented and Call Meeting to Order	$\mathbf 1$
	$B \cdot$ Chairman's Address	1
	$C \cdot$ Matters for Discussion	$\mathbf{1}$
	$D \cdot$ Matters for Report	$\overline{2}$
	$E \sim$ Matters for Acknowledgement	$\overline{3}$
	$F \sim$ Matters for Extraordinary Motion	$\overline{3}$
	$G \cdot$ Dismiss the Meeting	$\mathbf{3}$
APPENDIX
	Articles of Incorporation	21
	Rules for Procedure of the Shareholders' Meeting	28
	Procedures for Use of the Company's funds in Special Projects, Public Utilities and Social Welfare Enterprises	35
	Ethical Corporate Management Best Practice Principles	43

The Share-holding Table of Directors $\ldots 50$ $\bullet$

CENTRAL REINSURANCE CORPORATION 2016 Annual General Meeting of Shareholders

Date & Time: 9:00 a.m., May 27, 2016 (Friday)

Venue: 10F, No.11, Chungshan S.Road, Taipei, Taiwan

Chang Yung-Fa Foundation International Convention Center Room1002 Shareholders present: Shareholders present by themselves or by proxy at the meeting represent shares and account for % of the total issued shares of the Company which amount to 562,275,000 shares.

Chairman: Mr. Yang, Cheng-Tui

A. Report of Shareholders Presented and Call Meeting to Order.

B. Chairman's Address.

C. Matters for Discussion:

Submitted by the Board of Directors

Proposal: It is proposed to amend the "Articles of Incorporation" referring to the contrast table attached. (as the attached Page 4-6)

Explanation:

1. According to the amended Article 235 and 240 and new added Article 235-1 of the Company Law publicized by the Presidential Order No. Hua-Zong-I-Yi-10400058161 on May 20, 2015 and Ref. No. Ching-Shang-Tze-10402413890 promulgated by Ministry of Economic Affairs, it is proposed to amend the "Articles of Incorporation" of the Company.
1. The major amendments are as follows-
(1) It is proposed to provide in Article 29 that minimum $0.5\%$ of profit of the current year distributable as employees' compensation and not exceed 1% of profit of the current year distributable as the remuneration of Directors shall be distributed when the Company have profit, and the amount of

payment $of$ the employees' compensation and the remuneration of Directors along with the distribution manner of the employees' compensation shall be adopted by a majority vote at a meeting of the Board of Directors attended by two-third of the total number of directors and then to be reported to the shareholders meeting.

(2) It is proposed to shift original Article 29 to Article 29-1, and amend paragraph 1 of the Article 29-1 to delete the provision of employee's bonus and remuneration of Directors.

Resolution:

D. Matters for Report:

I. Business Report of the year 2015. (as the attached Page 7-12)
II. Audit Committee's Review Report of the year 2015. (as the attached Page 20)
III. The state of Employees' compensation and Remuneration of Directors of the year 2015: The profit of 2015 is NT\$ 991,256,783. According to the amended "Articles of Incorporation", the Board of Directors resolved that the Employees' compensation in eash is NT\$ 6,740,546. (0.68% of the profit of 2015.) and the Remuneration of Directors is NT\$ 2,700,000. $(0.27\% \text{ of the profit of } 2015.)$
IV. Reporting on the "Procedures for Use of the Company's funds in Special Projects, Public Utilities and Social Welfare Enterprises" amended by the Board of Directors on May 27, 2015 and submitted to the Financial Supervisory Commission for reference according to the article 6 of "Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises". (as the attached Page 35-42)
V. Reporting on the "Ethical Corporate Management Best Practice Principles" amended by the Board of Directors on Dec. 24, 2015 according to the article 27 of "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". (as the attached Page 43-49)

E. Matters for Acknowledgement:

Submitted by the Board of Directors

It is proposed to acknowledge the Business Report and Financial Proposal I: Statements of the year 2015. (as the attached Page 7-18)
Explanation: The Financial Statements of the Company of the year 2015 which been audited and certified by the CPA firm of had PricewaterhouseCoopers, Taiwan and the Business Report of the year 2015 were reviewed by the Audit Committee. The Audit Committee also submitted the Review Report as attached.

Resolution:

Submitted by the Board of Directors

Proposal II: It is proposed to acknowledge the profit allocation proposal of the year 2015 as the Statement of Earnings Appropriation. (as the attached Page 19)

Explanation:

1. The proposed profit allocation is as follows: The Cash dividends amounts to NT\$393,592,500, each share shall be distributed NT\$0.7. The fractional amount less than NT\$1 will be set aside as Company's non-operating revenue in distribution of cash dividends.
1. In the event that the total amount of shares outstanding of the Company is affected by the buyback of the Company's shares, transfer, conversion, cancellation of treasury shares, necessitating adjustments in the cash distribution ratio, it is proposed that the Chairman of the Board be authorized to manage the change in the cash distribution ratio.
1. The Board of Directors will decide the record date and the payment date for distribution of cash dividends.

Resolution:

F. Matters for Extraordinary Motion.

G. Dismiss the Meeting.

CENTRAL REINSURANCE CORPORATION THE CONTRAST TABLE OF THE AMENDED ARTICLES OF INCORPORATION

me contrast table of the amended anticles of incorforatio
After amendment	Before amendment	Reason for amendment
29.	29.	In accordance with the Article
Minimum $0.5\%$ of profit of the	Any profit made by the	235-1 of Company Law and
distributable current year as	Company for each fiscal	Ref. No. Ching-Shang-Tzu-
employees' compensation and not	year shall, after deduction of	10402413890 promulgated
$exceed 1\%$ of profit of the current	be applied tax, firstly	by the Ministry of Economic Affairs, it is proposed to
year distributable as remuneration	towards making $\mathbf{u}$ any	amend Article 29 as follows:
of Directors shall be distributed	incurred losses $\mathbf{b}$ the	1. In the first Paragraph, It is
when the Company have profit.	Company in the previous	proposed to express the
the Company's However,	secondly retaining years,	ratio of profit of the current
accumulated losses shall have been	twenty $(20)$ percent of the	distributable year as
before distributing covered	balance thereof as legal	employees' compensation and remuneration of
employees' compensation and	reserve, then setting aside or	Directors.
remuneration of Directors by the	release special reserve in	2. In the second paragraph, it is
aforementioned principles.	accordance with regulations	proposed to express the
Employees' compensation may be	and adding previous retained	distribution of manner
distributed in the form of shares or	earnings for the Board of	employees' compensation
in cash; Remuneration of Directors	Directors to make proposal	and remuneration of
shall be distributed in the form of	for distribution for resolution	Directors.
cash only.	the Shareholders' by	3. In accordance with the legislative cause of Article
The profit set out in the first	Meeting. However, from the	235-1 of Company Law, it
Paragraph is meaning thereto income before income tax of the	amount of profit to be distributed,	is to define the profit
current year including the profit of bonus shall be set at point	employees'	meaning third the $\mathbf{m}$
employees' compensation and five $(0.5)$ percent to five $(5)$		paragraph.
remuneration of Directors.	percent and the remuneration	4. In the fourth paragraph, it is
The amount of payment of the	of the Directors shall not	proposed to express the distribution amount of
employees' compensation and the	exceed one (1) percent	employees' compensation
remuneration of Directors and the	thereof.	and remuneration οf
distribution $\sigma f$ the manner	Shareholders' dividend may	Directors and the
employees' compensation shall be	distributed $\mathbf{in}$ be cash	distribution of manner
adopted by a majority vote at a	dividend and stock dividend,	employees' compensation shall be adopted by a
meeting of the Board of Directors	with the cash dividend not	majority vote at a meeting
attended by two-third of the total	less than fifty $(50)$ percent of	of the Board of Directors
number of directors and then to be	total the amount of	attended by two-third of the
the shareholders reported to	distribution.	total number of directors
meeting.	With respect to employees'	and then to be reported to
	bonus of paragraph $1$ , it may	the shareholders meeting.

After amendment	Before amendment	Reason for amendment
	be distributed in cash or
	stock as resolved by the
	Shareholders' Meeting.
29-1. Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied firstly towards making		1. It is proposed to shift original Article 29 to Article 29-1. 2. Because Article 235 of Company Law is amended to delete the provision of
up any losses incurred by the Company in the previous years, secondly retaining twenty (20) percent of the thereof balance legal as reserve, then setting aside or release special reserve in accordance with regulations and adding previous retained		employee bonus, this article is amended to delete the provision below: as "However, from the amount of profit to be distributed, employees' bonus shall be set at point five $(0.5)$ percent to five (5) percent and the remuneration of the Directors shall not exceed one (1) percent thereof.
for the Board of earnings make Directors to surplus profit proposal for distribution resolution by the for Shareholders' Meeting. Shareholders' dividend may be distributed in cash dividend and stock dividend, with the cash dividend not less than fifty $(50)$ percent of the total amount of distribution.		the 3 Because right of distribution $\circ$ of surplus profit belong to shareholders, not belong to employees and Directors, it is to define the proposal made by the Board of Directors is allocated surplus profit in paragraph 1. 4. Delete the third paragraph.
33. This Articles of Incorporation entered into force from the date resolved by the Shareholders' Meeting the and same procedure shall apply when it is revised. The history is as follow: $(1)$ These Articles were established originally on October 26, 1967.	33. This Articles of Incorporation entered into force from the date resolved by the Shareholders' Meeting and the same procedure shall apply when it is revised.	To add revision history.

After amendment	Before amendment	Reason for amendment
$(2)$ The 1st 23rd the to amendments made were between January 18, 1972 and October 26, 2005.
(3) The 24th amendment was made on June 15, 2007.
(4) The 25th amendment was made on June 13, 2008.
$(5)$ The 26th amendment was made on June 18, 2010.
$(6)$ The 27th amendment was made on June 15, 2012.
(7) The 28th amendment was made on June 13, 2013.
(8) The 29th amendment was made on June 11, 2014.
$(9)$ The $30th$ amendment is made on May 27, 2016.

CENTRAL REINSURANCE CORPORATION

Business Report of the year 2015

Operating Performance in 2015

Central Reinsurance Corporation (Central Re) is the only professional reinsurer, founded in Taiwan providing reinsurance coverage for Life and non-life insurers worldwide for nearly 50 years. We are committed to achieve ethical corporate management, stabilization of insurance market, and the fulfillment of corporate social responsibility. In order to ensure sustainable management and adaption to the changing market, it is our strategy to utilize our domestic advantage to further cultivate the Taiwan market, to focus on better customer services, to prudently expand our international business, and to enhance the quality of business portfolio.

A. Operating Results

Underwriting Operations

The gross premium written in 2015 was NT\$14,194,290 thousand, a 10.24% decrease from NT\$15,813,621 thousand in budget estimation. The breakdown by source is shown in below table.

NT\$ thousands

		Gross Premium Written
Yearl	Actual	Budget		$Increase(+)/Decrease(-)$
Item	Amount	Amount	Amount	℅
Non-Life Business	9,760,104	9,797,682	$-37,578$	$-0.38%$
Life Business	4,434,186	6,015,939	$-1,581,753$	$-26.29%$
Total	14, 194, 290	$15,813,621$ -1,619,331		$-10.24%$

Financial Situation

By the end of 2015, the company's paid-up capital was NT\$5,622,750 thousand and the total equity before distribution of dividends was NT\$9,349,481 thousand, maintaining solid capital level.

To build up financial strength and reinforce the liquidity and solvency, the company holds adequate reserves. By the end of 2015, total reserves reached NT\$21,907,240 thousand.

The company's total net gain from investment at the end of 2015 was up 10.71% to NT\$416,161 thousand compared to budget estimation.

Credit Ratings

Based on Central Re's solid domestic market position, capital and earnings at very strong level, strong liquidity profile and satisfactory underwriting performance, rating agency Standard & Poor's reaffirmed our A rating and stable outlook in January 2016. Taiwan Ratings Corp. also reconfirmed our rating of twAA+.

A.M. Best reaffirmed our A rating and stable outlook in July of 2015. Long term good credit ratings will not only be beneficial for the acquisition of quality business, but also demonstrate our good solvency capability to protect our commitment to our customers.

Rating Agency	Rating	Outlook
A.M. Best		Stable
Standard & Poor's		Stable
Taiwan Ratings	$twAA+$	Stable

Financial Strength Ratings

B. Budget accomplishment

The results of budget accomplishment are shown as follows.

			NT\$ thousands
Item	Actual	Budget	Achievement $(\% )$
Operating Revenues	14,068,010	15,486,497	90.84%
Operating Costs	12,748,976	14,225,703	89.62%
Gross Operating Income	1,319,034	1,260,794	104.62%
Operating Expenses	335,428	364,320	92.07%
Net Operating Income	983,606	896,474	109.72%
Non-Operating Income and Expenses	$-1,790$	0	$-100.00\%$
Income from Continuing Operations Before Tax	981,816	896,474	109.52%
Income Tax Expense	215,951	152.446	141.66%
Income from Continuing Operations After Tax	765,865	744,028	102.93%

C. Profitability Analysis

Earnings per share (after tax) decreased by NT\$0.19, to NT\$1.36 for 2015. This was mainly due to the decrease in gross operating income from insurance business and investment business during the year.

Ratio	Year	2015	2014	Average
	Return on Assets (%)	2.28	2.60	2.44
	Return on Equity (%)	8.14	9.42	8.78
	Net Operating Income / Paid-Up Capital (%)	17.49	17.80	17.65
Profitability	Income from Continuing Operations Before Tax/ Paid-Up Capital (%)	17.46	17.80	17.63
	Net Profit Margin (%)	5.44	5.35	5.40
	Earnings Per Share (After Tax)(NT\$)	1.36	1.55	1.46

D. Research and Development

Human Resources Development

In order to enhance the work efficiency and the career development of our employees, we have established a variety of personal and professional curricula, based on Central Re's training framework, toward every level and with all functions. Currently, training courses of our employees are related to (re)insurance, finance, risk management, compliance training, interpersonal skills, and so on. Training detail in 2015 is shown in the below table.

	Training Program	Attendance Number
	Orientation Training	8
	The Acknowledgement and Training for Legal and Compliance	215
	Internal Control, Auditing and Self-inspection Training	60
Mandatory Training	The Regulatory On-job Training for Money Laundering Prevention	81
	The Acknowledgement and Training for Personal Information Protection	37
	Ethical Corporate Management Training	53
	Risk Management Training	115

	1998年,《《大学》《Training Program》《》	Attendance Number
	Administrative Management Courses (e.g. human resources, shareholder services, occupational safety and health)	9
Professional Training	Specialized Finance and Investment Courses	37
	Specialized (Re)insurance and Actuarial Courses	227
	Risk Management Courses	53
Compliance	External Finance-related Professional Courses, held by a competent authority-designated institution, for Internal auditors	18
Training	External Courses, offered by institutes recognized by the competent authority, for compliance personnel	8

To extend colleagues' global perspective, we also provided overseas training opportunities, such as insurance seminars or financial conferences, which were attended by 15 people in 2015.

At the same time, we constantly inspire our employees to obtain the professional certifications and licenses of the non-life and life insurance and financial related exams held by domestic and international institutions. There are 61 colleagues who have passed the following professional examinations and enrolled correlated designations.

$\mathcal{F}(\mathcal{L}\mathcal{A})$ and $\mathcal{F}(\mathcal{L}\mathcal{A})$ and $\mathcal{F}(\mathcal{L}_\mathcal{A})$	Item	Number Passing
	The certificate as a qualified insurance underwriter of non-life insurance	20
	The certificate as a qualified claim adjuster of non-life insurance	8
Domestic	The certificate as a qualified insurance underwriter of life insurance	5
Certification	The certificate as a qualified claim adjuster of life insurance	3
	Fellow of Actuarial Institute of the Chinese Taipei (FAICT)	$\overline{2}$
	Associate of Actuarial Institute of the Chinese Taipei
	Basic Proficiency Test on Bank Internal Controls

	Chartered Property Casualty Underwriter (CPCU)	$\overline{2}$
	Associateship of the Chartered Insurance Institute (ACII)
	Associate of the Society of Actuaries (ASA)	$\overline{2}$
	Associate of the Casualty Actuarial Society (ACAS)
International	The Academy of Life Underwriting
Certification	The Fellow, Life Management Institute (FLMI)	5
	Associate, Customer Service (ACS)	3
	Associate, Annuity Products and Administration (AAPÁ)
	The Chartered Financial Analyst
	Financial Risk Manager	$\overline{2}$
	Associate in Risk Management (ARM)

Furthermore, we offer diversified human resource programs in accordance with job requirements and personal interests to our employees to sharpen and exercise their talents. In 2015, we not only hired 8 new employees, but also provided 7 job rotations and 18 job promotions to enhance employees' expertise and career development.

1. Business Development and Service
(1) Central Re was approved to set up offshore insurance units (OIU) in September, 2015 and started doing business on January 1, 2016. With the establishment of OIU and its tax benefit, we will be able to enhance our competitiveness and improve the quality of overseas business to achieve a better mixture of overall portfolios.
(2) We continue to expand business and increase underwriting profit by prudently writing facultative business, joining domestic insurance pool and life coinsurance business.
(3) Enhancing customer satisfaction. We assist our clients to design and price innovative products by providing market information and reliable statistics. In addition, we also provide regulation support, risk management advisory, actuarial advisory, and skill training seminars with regard to underwriting and claim handling.
(4) In order to improve efficiency and strengthen internal control, we continue to develop our IT system and construct remote backup mechanism. The management uses related statistical analysis to establish future operating strategies.
(5) Set up talent pool to support the development of business and customer service.
(6) Keep promoting our company's "Key Risk Indicator".

CENTRAL REINSURANCE CORPORATION
BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

	ASSETS	Notes	December 31, 2015 AMOUNT	$\%$		December 31, 2014
11000	Cash and cash equivalents	6(1)	\$ 16, 461, 567	50	\$	AMOUNT 18,430,910	% 54
12000	Accounts receivable	6(2)	248,065	1		399,901	1
12600	Current income tax assets		69,977			133,340	1
14110	Financial assets at fair value	6(3)
	through profit or loss		537,573	2		949,291	3
14120	Available-for-sale financial assets	6(4)	3,802,122	$^{11}$		4,852,161	14
14160	Investments in debt instrument	6(5)
	without active market		5,478,882	17		3,125,047	9
14180	Other financial assets	6(6)	1,422,932	4		524,296	2
14200	Investment property	6(8)	456,730	1		459,027	-1
15000	Reinsurance contract assets	6(9)	3,455,783	10		3,859,592	11
16000	Property and equipment	6(12)	213,444	1		214,772	-1
17000	Intangible assets		3,786			1,531
17800	Deferred income tax assets	6(18)	28,124			36,423
18000	Other assets		1,086,086	3		1,022,876	3
	TOTAL ASSETS		\$ 33, 265, 071	100	\$	34,009,167	100
	LIABILITIES AND EQUITY
21000	Accounts payable	6(13)	\$ 425,192	$\overline{2}$	\$	577,906	2
21700	Current income tax liabilities		68,011			115,627
23200	Financial liabilities at fair value	6(3)
	through profit or loss		31,549			66,470
24000	Insurance liabilities	6(9)	23, 279, 625	70		23,664,460	70
27000	Provisions	6(14)	8,015			5,778
28000	Deferred income tax liabilities	6(18)	76,186			77,799
25000	Other liabilities		27,012			44,211
	TOTAL LIABILITIES		23,915,590	72		24, 552, 251	72
30000	EQUITY
31000	Capital
31100	Common stock	6(15)	5,622,750	17		5,622,750	17
32000	Capital reserve		300,000	1		300,000	$\mathbf{1}$
33000	Retained earnings
33100	Legal reserve		1,448,411	4		1,274,236	$\overline{4}$
33200	Special reserve	6(17)	1,194,523	4		976,714	3
33300	Undistributed earnings	6(18)	816,086	2		1,118,951	3
34000	Other equity	6(4)	32,289)			164, 265
	TOTAL EQUITY		9,349,481	28		9,456,916	28
	TOTAL LIABILITIES AND
	EQUITY		\$ 33, 265, 071	100	$\overline{\imath}$	34,009,167	100

$\mathcal{A}$

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

CENTRAL REINSURANCE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share)

			Years ended December 31						Changes
				2015			2014			Percentage
	Items	Notes		AMOUNT	$\frac{1}{2}$		AMOUNT	$\%$		(%)
41000	Operating revenues
41100	Gross premiums written		\$	14, 194, 290	101	\$	16,349,868	100	- (	13)
51100	Less: Reinsurance premiums
	ceded		ſ	914,406) (	$6)$ (		1,085,426)(	$7)$ (		16 ₂
51310	Net change in unearned	6(9)
	premium reserve			60,933	$\bullet$		242,733	$\overline{2}$	-0	75)
41130	Retention earned premiums			13,340,817	95		15,507,175	95	$\mathcal{L}$	14 ₂
41300	Reinsurance commission revenue			286,205	2		302, 102	$\overline{\mathbf{c}}$	X	5)
41400	Overriding commission revenue Net gain from investment			13,831			15.986		€	13)
41500 41510	Interest income
41521	Gain or loss on valuation of	6(3)		357,752	3		315, 125	2		14
	financial assets or financial
	liabilities at fair value through
	profit or loss		(	311,821) (	$2)$ (		$147,280$ ) (	1)		112
41522	Realized gain or loss on
	available-for-sale financial
	assets			189,118	ı		83,807	-1		126
41524	Realized gain or loss on
	investments in debt instrument
	without active market			19,323
41550	Foreign exchange gain			142,070	1		186,375		$\mathcal{L}_{\mathcal{L}}$	(24)
41570	Gain on investment property	6(8)		19.719			17,286			14
	Total net gain from
	investment			416.161	3		455,313	3	t	9)
41800	Other operating revenues			10,996			2,987			268
	Total operating revenues			14,068,010	100		16,283,563	100	$\epsilon$	14)
51000	Operating costs
51200 41200	Reinsurance claims paid Less: Reinsurance claims recovery			9,179,765) (	$65)$ (		10,054,640) (	$62)$ (		9)
	Retention reinsurance claims			429, 175	3		420,859	3		$\overline{2}$
51260	paid
51300	Net changes in other insurance	6(9)		8,750,590) (	$62)$ (		9,633,781) (	59) (		9)
	liabilities			324, 113	2 ₀		489,562) (	$3)$ (		166)
51500	Reinsurance commission expenses			4,321,737) (	$31)$ (		4,781,683) (	$30)$ (		10)
51800	Other operating costs			762)			2,391)	$\mathbf{r} \in \mathbb{C}$		68)
	Total operating costs			$12,748,976$ ) (	91)		14,907.417)	92) (		14)
58000	Operating expenses
58100	Selling expenses			$215,630$ (	$1)$ (		258,914) (	$1)$ (		17)
58200	Administration expenses			$118,299$ ) (	$1)$ (		$114,787$ ) (	$\left \right $		3
58300	Training expenses			1,499)	$\bullet$		$1,433$ )	$\blacksquare$		5
	Total operating expenses			335,428)	$_{2}$		$375, 134$ ) (	$2)$ (		11)
	Net operating income			983,606	$\overline{7}$		1,001,012	6	$\left($	2)
59000	Non-operating income and expenses			1,790)	$\blacksquare$		1)			178900
62000	Income from continuing operations
	before tax			981,816	7		1,001,011	6	$\left($	2)
63000	Income tax expense	6(18)		215,951	$2)$ (		130, 137)	$\perp$		66
64000	Income from continuing operations
	after tax			765,865	5		870,874	5.	- (	12)
66000	Net income			765,865	5		870,874	5 ₁	$\epsilon$	12)

(Continued)

CENTRAL REINSURANCE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share)

				Years ended December 31
				2015		2014		Percentage
	Items	Notes		AMOUNT	℅	AMOUNT	$\%$	$(\% )$
83000	Other comprehensive income
83100	Items may not be reclassified to
	profit or loss subsequently
83110	The remeasurements of defined $6(12)$
	benefit plans		$($ \$	2,429)	$-$ (\$	5,757	$-$ (	58)
83180	Income tax relating to the items $6(12)(18)$
	may not be reclassified to profit
	or loss subsequently			413		979	$-$ (	58)
83200	Items may be reclassified to
	profit or loss subsequently
83220	Unrealized gain or loss on	6(4)
	available-for-sale financial
	assets		€	217,755) (	1)	264,419	2(	182)
83280	Income tax relating to the items $6(4)(18)$
	may be reclassified to profit or
	loss subsequently			21,201		32,417)	-0	165)
	Total other comprehensive (loss)
	income for the year (after tax)			198,570) (	1)	227,224	2 ₀	187)
85000	Total comprehensive income for
	the year		\$	567,295	4 $\frac{1}{2}$	1,098,098	7 ₆	48)
	$\alpha$
	Earnings per share
97500	Basic and Diluted (in NT
	dollars)		\$		1.36 - \$		1.55

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

TION ollars
NTS OF CHANGES IN EOUTY NTRAL REINSURANCE CORPOR/ thousands of New Taiwan
ē STATEME? Γ resseq

Retained Earnings

$\ddot{\phantom{0}}$

					Retained Earnings		Other Equity
	Notes	Common Stock	Reserve Capital	Legal Reserve	Reserve Special	Undistributed Earnings	Loss on Available-for sale Financial Assets Unrealized Gain or	Total Equity
2014
Distributions of 2013 earnings (Note) Balance at January 1, 2014		\$5,622,750	300,000 ↔	\$1,127,818	\$1,266,462	784,255 ↔	67,737) సి	\$9,033,548
Legal reserve				146,418		146,418)
Cash dividends	6(15)					674,730)		674,730)
Reversal of special reserve Net income for the year					519,716)	519,716
Appropriation for equalization reserve for the year	6(15)					870, 874		870, 874
Other comprehensive income for the year	6(4)				229,968	229,968)
Balance at December 31, 2014		\$5,622,750	300,000 ⊷∥	\$1,274,236	976,714 ↔	$4,778$ ) \$1,118,951	232,002	227,224
2015							164,265	\$9,456,916
Balance at January 1, 2015		\$5,622,750	300,000 ↔	1,274,236 ÷,	976,714 ⊷	\$1,118,951	164,265 ⊷	\$9,456,916
Distributions of 2014 earnings (Note) Legal reserve
Cash dividends	6(15)			174,175		174, 175)
Net income for the year						674,730)		674,730)
Appropriation for equalization reserve for the year	6(15)					765,865		765,865
Other comprehensive income for the year	6(4)				217,809	217,809)
Balance at December 31, 2015						2,016	196,554)	198,570)
		\$5,622,750	300,000 ہے	\$1,448,411	\$1.194.523	816,086 ⊷∥	$22,289$ ) 의	$\frac{1}{2}$ , 349, 481

Note: Employees' bonus of \$7,141 and \$5,996, and directors' remuneration of \$2,878 and \$3,100 for 2014 and 2013, respectively, have been deducted from the statement of cpmprehensive income.

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

$\overline{\phantom{a}}$

CENTRAL REINSURANCE CORPORATION STATEMENTS OF CASH FLOWS

$\sim$

(Expressed in thousands of New Taiwan dollars)

		Years ended December 31
		2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjusting items:	\$	981.816	\$	1.001.011
Profit and expense items
Depreciation
Amortization		8.998		8.046
Net change in reserves		1.572		1.350
Net gain on financial assets and liabilities at fair value through profit or loss		$367.562$ )		246.829
Net gain or loss on available-for-sale financial assets		73,026		57.549
Net gain on investments in debt instruments without active market		118,922)		216
Interest income		$19,323$ )
Dividend income		374,593) ( $70,570$ ) (		332.334) $105.481$ )
Net gain on disposal of property and equipment				15 ₁
Unrealized foreign exchange loss		$44.958$ ) (		101.928)
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Accounts receivable		168,609		215.876)
Financial assets at fair value through profit or loss		304,641		13,470
Reinsurance contract assets		386,536		52,783
Other assets	$\left($	$40,389$ ) (		5,650)
Net changes in liabilities relating to operating activities
Accounts payable		152,714)		184,139
Provisions		$192)$ (		751)
Other liabilities		$17,199$ )		5,968
Cash generated from operations		718,776		809,326
Interest received Dividend received		368,714		336,729
		71,259		104,792
Cash paid for income tax Net cash provided by operating activities		171.904)		$55.690$ )
CASH FLOWS FROM INVESTING ACTIVITIES		986,845		, 195, 157
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss	$\mathfrak{g}$	$18.050$ ) (		$20,506$ )
Acquisition of available-for-sale financial assets		17,180		18,516
Proceeds from disposal of available-for-sale financial assets	$\epsilon$	$18.165, 232$ ) (		$11,546,277$ )
Acquisition of investments in debt instruments without active market		19.086,734		11.924,846
Proceeds from repayments of investments in debt instruments without active	€	$2,838,055$ ) (		$117.118$ )
market		540,933		269.553
Acquisition of property and equipment	(	$5,084$ ) (		16.189)
Proceeds from disposal of property and equipment				15
Acquisition of investment property	t	$289$ ) (		2.113)
Increase in other financial assets		898,636)		276,736)
Acquisition of intangible assets		3,827)		739 )
Net cash (used in) provided by investing activities		2.284.326)		233,252
CASH FLOWS FROM FINANCING ACTIVITY
Payment of cash dividends		674.730 )		$674,730$ )
Net cash used in financing activity		$674.730$ )		$674,730$ )
Effects of exchange rate changes		2,868		3,344
(Decrease) increase in cash and cash equivalents		1,969,343)		757,023
Cash and cash equivalents at beginning of year		18.430.910		17,673,887
Cash and cash equivalents at end of year	$\overline{7}$	16,461.567	$\overline{r}$	18,430,910

REPORT OF INDEPENDENT ACCOUNTANTS

PWCR15000138

To Central Reinsurance Corporation

We have audited the accompanying balance sheets of Central Reinsurance Corporation as of December 31, 2015 and 2014, and the related statements of comprehensive income. of changes in equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Reinsurance Corporation as of December 31, 2015 and 2014, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission and "Rules for the Preparation of Financial Reports by Insurance Institutions".

)
icewaterhouse Coopers, Taiwan March 17, 2016

The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan 11012 憂北市信義區基隆路一段333號27樓/27F, 333. Keelung Road, Scc. 1, Xinyi bist., Taipei Uity 11012. Tam an Т: +886 (2) 2729 6666, F:+ 886 (2) 2757 6371, ичин рис. сот./tw

served the product served in the contract of the served of the contract of the contract of the contract of the

Taipei. Taiwan

CENTRAL REINSURANCE CORPORATION

Earnings Distribution Plan

For the Year of 2015

		(Unit: NT\$)
Items	Total	Grand Total
Unappropriated retained earnings of previous years		270,046,796
Add: Net income of $2015$	765,864,765
Less: The remeasurements of defined benefit plans (Note 1)	2,016,152
Less : Legal reserve	153, 172, 953
Less : Special reserve(Note 2)	217,809,825	392,865,835
Retained earnings in 2015 available for distribution		662,912,631
Distributable item:
Shareholders' dividends – Cash dividends: NT\$0.7 per share	393,592,500	393,592,500
Unappropriated retained earnings		269,320,131

Note 1: Pursuant to Article 11 of the Rules for the Preparation of Financial Reports by Insurance Institutions, the Company defined the remeasurements of defined benefit plans transferred to retained earnings.
Note 2: According to the Insurance regulations, the provision for equalization reserve NT\$217,809,825 of the year 2015 had been recognized as special reserve.
Note 3: The surplus of year 2015 is allocated by priority.

Audit Committee's Review Report

TO: 2016 Annual General Meeting

Central Reinsurance Corporation (Central Re)

The Financial Report of the year 2015 of Central Reinsurance Corporation has been audited by the CPA firm of PricewaterhouseCoopers, Taiwan. The Independent Auditor's Report with an unqualified opinion relating to the Financial Statements has been presented by the CPA.

The undersigned hereby certifies the Business Report, Financial Report mentioned above, and profit allocation proposal ended Dec. 31, 2015 have been reviewed and determined to be correct and accurate by the Audit Committee of Central Re in accordance with Article 219 of the Company Law and Article 14-4 of the Securities and Exchange Act.

$By: \underline{\hspace{0.3cm}\text{Fubble}\hspace{0.1cm}}_{\text{min}}$ Chov

Title: Chairman of the Audit Committee

Date: March 18, 2016

CENTRAL REINSURANCE CORPORATION ARTICLES OF INCORPORATION

Chapter 1 GENERAL PROVISIONS

Article 1

This Company is incorporated pursuant to the provisions governing a company limited by Shares of the Company Law of Republic of China with the name of 中央再保險股份有限公司 in Chinese and CENTRAL REINSURANCE CORPORATION in English.

Article 2

The Company may engage in the activity of H501031 Reinsurance Business.

Article 3

The office of the Company is located in Taipei, Taiwan, where necessary, the Company may have branches or offices established within or outside the Republic of China as approved by competent authority.

Article 4

The fund management and investment of the Company, in compliance with Insurance Law and related regulations, shall not be subject to the restriction of not exceeding 40 percent of the paid-up capital of the Company pursuant to Article 13 of the Company Law.

Chapter 2 SHARES

Article 5

The total authorized capital of the Company shall be NT\$6,000,000,000 divided into 600,000,000 shares at NT\$10 each. The Board of Directors is hereby authorized to issue the unissued shares in installments.

Article 6

The shares issued by the Company may be paperless and must be registered in the Securities Central Depositary Business Institution.

Article 7

Registration of share transfer, within sixty (60) days before the date of Annual General Meeting of the Shareholders, thirty (30) days before the date of Extraordinary Meeting of Shareholders, or five (5) days before the date fixed by the Company for distribution of dividends, bonus or other benefits, shall not be conducted.

Chapter 3 SHAREHOLDERS' MEETING

Article 8

The Shareholders' Meeting of the Company consists of two categories; the Annual General and Extraordinary Meetings;

$-$ The Annual General Meeting shall be duly held within six (6) months after the end of each fiscal year of the Company;
The Extraordinary Meeting of the Company may be duly held if necessary.

Article 9

Notices to convene the Annual General Meeting shall be given to each shareholder thirty (30) days in advance, and the one to convene the Extraordinary Meeting shall be given fifteen (15) days in advance. Notices of the Shareholders' Meeting shall specify the time and place of the meeting and the particulars of the business to be transacted, and shall be given to all the Shareholders

Article 10

A shareholder who is unable to attend a Shareholders' Meeting may appoint a proxy to attend and vote on his behalf pursuant to a power of attorney printed and distributed by the Company duly issued by the Shareholder stating the ambit of the proxy's authority.

Article 11

Unless otherwise provided under the Company Law and related regulations, the quorum for a Shareholders' Meeting shall be duly adopted by a majority in the meeting attended by Shareholders who represent a majority of the total issued shares.

Article 12

The shareholders of the Company shall have one voting right for each share, unless otherwise regulated under the relevant laws and regulations.

Article 13

When Shareholders' Meeting is convened by the Board of Directors, its chairman shall be processed in accordance with the provisions in Article 208 of the Company Law.

When the meeting is convened by other party with right of summons other than the Board of Directors, the Chairman shall be undertaken by that party with right of summons. When there are two or more parties with right of summons, one party will be elected from these parties.

Article 14

The resolutions adopted by the Shareholders' Meeting shall be reported in the minutes. The content, distribution and other essentials of the minutes shall be made in accordance with the provision of Article 183 of the Company Law.

Chapter 4 DIRECTORS AND MANAGERS

Article 15

The Company shall have seven to nine $(7-9)$ Directors.

The election of the Directors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Law. The shareholders shall elect the Directors from the list of candidates announced by the Company. The related matters shall be processed according to the relevant regulations.

The total number of shares that should be held by all Directors of the first paragraph shall be subject to the provision established by the Securities Management Institution.

Article 16

The Directors shall be elected at the Shareholders' Meeting from competent persons in accordance with law provisions. They shall have a three-year term of office and are eligible for re-election. The Directors may, according to Article 199 of the Company Law, be discharged at any time by a resolution passed at a Shareholders' Meeting.

Article 17

There should be three (3) Independent Directors of the total number of directors as stipulated in Article 15.

Independent and non-independent directors shall be elected at the same time with respective eligible numbers.

The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and election and any other matters as required with respect to independent directors shall be in compliance with Securities and Exchange Act and the related regulations.

Article 18

The Directors shall constitute the Board. The Chairman shall be elected at a meeting attended by at least two thirds $(2/3)$ or more of the entire Directors and by a simple majority vote of the Directors present at the meeting and may also elect a Vice Chairman in the same manner.

The Chairman of the Board of Directors shall internally preside at the Meetings

of Shareholders and Meetings of the Board of Directors, and shall externally represent the Company. When the Chairman is on leave of absence or cannot exercise its job for any cause, agency of his/her job shall be handled in accordance with Article 208 of the Company Law.

Article 19

When the number of vacancies in the Board of Directors equals to one third $(1/3)$ of the total number of Directors, the Board of Directors shall convene an Extraordinary Shareholders' Meeting for election of supplementary Directors within sixty (60) days of such occurrence in accordance with the laws. The term of office of the supplementary Directors shall be limited to make up the original term of office.

When an independent director is discharged for any reason, resulting in a shortage of number of directors required under paragraph 1 of Article 17, a by-election for independent director shall be held at the next following shareholders' meeting. When all independent directors have been discharged, the Board of Directors shall convene a shareholders' meeting for by-election within sixty (60) days of such occurrence.

Article 20

For execution of business of the Company, apart from items that are separately specified in related laws or the Articles of Incorporation to be resolved at the Shareholders' Meeting, all items shall be resolved by the Board of Directors.

Article 21

The Company shall establish an audit committee according to Article 14-4 of the Securities and Exchange Act. The exercise of Audit Committee and its members' duties and authorizations and matters relating thereto, shall be in compliance with Securities and Exchange Act and the related regulations.

Article 22

The meeting of the Board of Directors of the Company shall be informed to each Director with a notice stating matters to be discussed seven (7) days prior to convening such meeting. Nevertheless, in case of emergency, the said meeting may be convened immediately.

The notice set forth in the preceding paragraph may be served in the form of written document, e-mail or fax.

The meeting of the Board of Directors shall be attended by the Directors

Where a Director is unable to attend a meeting, he or she may personally. authorize another Director to attend on his or her behalf by issuing a power of attorney specifying the notified matters and the ambit of the authorization. Each Director shall only accept one proxy.

Unless otherwise provided under the related regulations or this Articles of Incorporation, resolutions of the Board of Directors shall be adopted by the approval of a majority of the Directors in a meeting attended by a majority of all the Directors.

A meeting of the Board of Directors may be conducted through video conference, and the Directors who participate in video shall be deemed to have attended the meeting in person.

Article 23

The remuneration of the Directors is authorized to be resolved by the Board of the Directors according to their level of participation of the Company's operation and their value of contribution as well as the normal standard of the industry.

Article 24

The Company may take out liability insurance for all Directors during their terms of offices to cover their legal liability for damages arising from their performance of duties.

The Company may also indemnify within a certain amount to Director(s), who is (are) liable to pay compensation or legal expense, except for those caused by their intentional or gross negligence acts or by a suit brought in accordance with a resolution of the Shareholders' Meeting.

The so-called "a certain amount" in the preceding paragraph is authorized to be resolved by the Board of Directors according to the actual situations.

Article 25

An Audit Division is to be set up under the Board of Directors to perform internal audits with independent and objective spirit, and to report to the Board of Directors on regular basis.

A Chief Auditor shall be appointed to the Audit Division. The appointment, discharge or transfer of the Chief Auditor shall be concurred by more than two thirds $(2/3)$ of the entire directors.

The Audit Division may have one or more auditors. The appointment of auditors shall be proposed by the Chief Auditor and approved by the Chairman of the Board of Directors.

Article 26

The company may appoint managers. Appointment, discharge and the remuneration of the managers shall be made in accordance with the provisions of Article 29 of the Company Law.

Chapter 5 ACCOUNTING

Article 27

Fiscal year of the Company falls between January 1st and December 31st of each year. Before the commencement of each fiscal year, budget and business plan shall be submitted to the Board of Directors Meeting for approval.

Article 28

After the end of each fiscal year of the Company, the Board of Directors shall prepare the following reports and submit in accordance with legal procedures for approval by the shareholders at the Annual General Meeting:

Business report.
$-$ Financial statements.
Proposal for profit distribution or loss restitution.

Article 29

Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied firstly towards making up any losses incurred by the Company in the previous years, secondly retaining twenty (20) percent of the balance thereof as legal reserve, then setting aside or release special reserve in accordance with regulations and adding previous retained earnings for the Board of Directors to make proposal for distribution for resolution by the Shareholders' Meeting. However, from the amount of profit to be distributed, employees' bonus shall be set at point five (0.5) percent to five (5) percent and the remuneration of the Directors shall not exceed one (1) percent thereof.

Shareholders' dividend may be distributed in cash dividend and stock dividend, with the cash dividend not less than fifty (50) percent of the total amount of distribution.

With respect to employees' bonus of paragraph 1, it may be distributed in cash or stock as resolved by the Shareholders' Meeting.

Chapter 6 MISCELLANEOUS

Article 30

The Company may set up executing units in accordance with business needs where their rule and regulation shall be separately stipulated.

The Board of Directors may set up functional committees in accordance with regulations or business needs. Their Charters shall be made by the Board of Directors.

Article 31

Any matter not provided for by this Articles of Incorporation shall be subject to the Company Law and related regulations.

Article 32

Various operation procedures of the Company shall be separately stipulated by the President where substantial rule and regulation shall be reported to the Board of Directors for approval.

Article 33

This Articles of Incorporation entered into force from the date resolved by the Shareholders' Meeting and the same procedure shall apply when it is revised.

History of Amendments of "Central Reinsurance Corporation's Articles of Incorporation"

1. These Articles were originally established on October 26, 1967.
1. The 1st to the 23rd amendments were made between January 18, 1972 and October 26, 2005.
1. The 24th amendment was made on June 15, 2007.
1. The 25th amendment was made on June 13, 2008.
1. The 26th amendment was made on June 18, 2010.
1. The 27th amendment was made on June 15, 2012.
1. The 28th amendment was made on June 13, 2013.
1. The 29th amendment was made on June 11, 2014.

CENTRAL REINSURANCE CORPORATION RULES FOR PROCEDURE OF THE SHAREHOLDERS' MEETING

Article 1

The shareholders' meetings of Central Reinsurance Corporation (hereinafter referred to as "the Company") shall be conducted pursuant to these Rules.

For matters not prescribed in these Rules, except where explicitly prescribed by Company Law, the Company's Articles of Incorporation, and other laws and regulations, the chairman shall decide such matters.

Article 2

The attending shareholders or shareholders attending through proxies (hereinafter referred to as "the Shareholders") shall hand over check-in cards in lieu of signing in.

The number of shares for attending the meeting shall be counted according to the delivered check-in cards.

Where an institutional shareholder is delegated to attend the shareholders' meeting, such institutional shareholder shall only appoint one (1) representative to attend the meeting.

Article 3

Quorum and votes of shareholders' meeting shall be counted on the basis of number of shares.

Article 4

Venue of the shareholders' meeting shall be at the place where the Company is located or at any other place where it is convenient for the Shareholders to attend and is suitable for the meeting to be conducted. The meeting shall commence not earlier than $09:00$ A.M. or not later than $03:00$ P.M.

Article 5

Except where prescribed by laws and regulations, the Board of Directors shall convene shareholders' meetings.

All Shareholders shall be notified thirty (30) days in advance of an annual general shareholders' meeting. All Shareholders shall be notified fifteen (15) days in advance of an extraordinary shareholders' meeting.

Those Shareholders who hold less than 1,000 shares of stock may be notified by means of posting a public announcement on the Market Observation Post System of Taiwan Stock Exchange Corporation.

The subject matters of the meeting shall be explicitly stated in notices and the public announcement. When permitted by the recipients, notification may be done through electronic means.

Article 6

The Shareholders holding at least one percent (1%) of the total number of issued shares of the Company may submit written proposal for discussion in an annual general shareholders' meeting to the Company.

Before the closure of transferring stocks of an annual general shareholders' meeting, the Company shall publicly announce its readiness for acceptance of Shareholders' proposals, its place of acceptance and period of acceptance. The period of acceptance may not be shorter than ten (10) days.

The Shareholders' proposal shall be included in the agenda and stated in the subject of the notification when none of the following circumstances as reviewed by the Board applies:

1. The proposal is not a matter that may be resolved by shareholders' meeting.
1. The proposing Shareholder holds less than one percent (1%) of issued shares at the time of closure of transferring stocks prior to the shareholders' meeting.
1. The proposal was not submitted during the acceptance period publicly announced in the forgoing paragraph.
1. The proposing Shareholder has submitted more than one (1) proposal, or the proposal exceeds three hundred (300) words (including punctuations), or the proposal was not submitted in writing.

The Company shall notify the Shareholders who submitted proposals of the result of processing the proposal prior to the notification of the shareholders' meeting. With regard to the Shareholders' proposals not included in the meeting agenda, the Board shall state in the meeting handbook of the reason why such proposal was not included; No additional agenda will be included and there will not be any reference in the meeting minutes.

If the Shareholders' proposals included in the meeting agenda according to the Paragraph 3 are similar proposals or are similar to the proposal of the Board of Directors, the chairman shall group the proposals and apply Article 25 of these Rules.

Article 7

The Shareholders who cannot attend a shareholders' meeting in person may issue a proxy printed by the Company stating ambit of authorization to a designated person to attend.

The Shareholders attend a shareholders meeting by proxy shall conduct pursuant to the Company Law and relevant regulations.

Article 8

A meeting handbook shall be prepared when a shareholders' meeting is convened. The meeting handbook and other relevant information concerning the meeting shall be publicly announced.

Time and manner of the public announcement of the preceding paragraph, main provisions of the meeting handbook and other compliance requirements should be processed in accordance with the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies.

Article 9

Chairman of the Board shall serve as chairman of a shareholders' meeting convened by the Board. If the Chairman has taken leave or cannot act for any reason, the Vice Chairman shall act in his stead. If the Chairman and Vice Chairman have both taken leave or cannot act for any reason, the Chairman shall designate one director to act on his behalf. If the Chairman has not designated any director to act as chairman, the directors shall elect one from themselves to serve as the meeting chairman.

When a shareholders' meeting has been convened by a person with convening powers other than the Board, the convener shall serve as the chairman. If there are two or more conveners, they shall elect one from themselves to serve as the chairman.

Article 10

The Company may designate commissioned lawyers, certified public accountants, or other relevant personnel to present the shareholders' meeting in a non-voting capacity.

Article 11

The Company shall make an audio or video recording of the entire proceedings of the shareholders' meeting, and shall preserve the recording for at least one (1) year.

The staffs relating to the affairs of the meeting (including security personnel) shall wear identification tags or badges.

Article 12

Chairman of the meeting shall declare the meeting open when it's time for meeting. However, chairman of the meeting may declare postponement of the meeting provided that the Shareholders represent not more than half of total number of issued shares, but such postponements are limited to twice and the total postponement time shall not be more than one (1) hour. If twice postponements cannot still constitute a majority, but the Shareholders represent over one third of the total number of issued shares, a tentative resolution may be passed by a majority of those present pursuant to the Paragraph 1 of the Article 175 of the Company Law.

If the Shareholders have been up to more than half of total number of issued shares before the conclusion of that meeting, the chairman may make the proposition to resolve such tentative resolution by vote pursuant to Article 174 of the Company Law.

Article 13

Where a shareholders' meeting is convened by the Board of Directors, its agenda shall be arranged by the Board of Directors. Moreover, the meeting shall proceed on the basis of arranged agenda and cannot be changed without the resolution at the shareholders' meeting.

Where a shareholders' meeting is called by a convener who is entitled to call such meeting other than the Board of Directors, the preceding Paragraph shall be mutatis mutandis applicable.

Unless it has been duly resolved, chairman of the meeting shall not declare the meeting adjourned at discretion before the agenda as set forth in the preceding two Paragraphs (including motions) have been concluded.

After the meeting is over, the Shareholders shall not elect another chairman to preside to continue the meeting at the same place or any other place. However, if the chairman announces adjournment in violation of the Rules, then based on the consent of more than half of the voting rights of attending Shareholders one person shall be elected as the chairman to continue the meeting.

Article 14

Any Shareholder shall, before speaking at the meeting, present a speaking memo stating summary, shareholder A/C number (or attendance certificate number) and A/C name. Speaking sequence shall be arranged by the chairman of the meeting.

In the event that a Shareholder only presents a speaking memo, but he/she doesn't speak at the meeting, it shall be deemed that he/she speaks nothing at the meeting. If the speaking contents are not same as those indicated on the speaking memo, only the former shall be considered.

When a Shareholder is speaking, other Shareholders may not interfere by speaking unless being authorized by chairman or the Shareholder who is speaking. Chairman shall stop such violation.

Article 15

An attending Shareholder may question about report items on the agenda only after the chairman or person designated by the chairman has read or reported all report items. Each Shareholder may speak once concerning all report items and each instance may not exceed five (5) minutes.

When an attending Shareholder speaks with regard to the matters for recognition and discussion listed on the agenda, and to the motions made in the extraordinary motion session, each Shareholder shall speak no more than twice concerning each motion and each proposition and not exceeding five (5) minutes each time without obtaining the consent of the chairman.

Where a Shareholder speaks over the prescribed time limit or exceeds the bounds of the issue at hand, the chairman is entitled to stop such speaking. The chairman may direct disciplinary personnel (or security personnel) to take necessary measures to maintain order in the meeting place or ensure the smooth progress of the meeting if a speaker still refuses to stop talking or other interfering circumstances occur.

Article 16

When government or an institutional shareholder sends two or more representatives to attend a shareholders' meeting, only one person may speak on each proposition.

Article 17

After an attending Shareholder has spoken, the chairman may personally respond, or designate another relevant person to do so.

Article 18

The chairman may announce an intermission at an appropriate time during a shareholders' meeting.

Article 19

The chairman may announce an end of discussion and put the proposition to a vote when the chairman considers it has reached the extent for making a resolution.

Article 20

Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a Shareholder shall have one voting right for each share.

Article 21

Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority vote by attending Shareholders.

When a proposition is to be resolved, it may be passed by applause after the chairman finds that there is no objection; its effectiveness shall be same as resolved by voting. When any Shareholder expresses objection, the resolution shall be decided by voting.

Article 22

When a proposition is put to a vote, the chairman shall direct two (2) ballot supervising personnel and several ballot counting personnel to perform duties. However, such ballot supervising personnel must be a Shareholder of the Company.

The result of voting shall be reported on the spot and recorded. Ballot supervising personnel shall seal the ballots, and shall turn them over to the Company for preservation after signing or affixing their seals on them.

Article 23

A ballot shall be deemed invalid when all ballot supervising personnel concur that one of the following situations applies:

1. The ballot used was not prepared by the Board.
1. A blank ballot has been placed in the ballot box.
1. The ballot is illegible due to damage or indistinct writing.
1. The ballot has been altered or bears extraneous written text or symbols.
1. Both consent and oppose have been marked.

Article 24

If a Shareholder disputes any matters such as the voting process, the ballot counting

method or the validity of ballots, the ballot supervising personnel shall state the Shareholder's account number, the number of voting rights, and the subject of the dispute, then sign or seal for preservation.

Article 25

If there shall be an amendment or alternative to one proposition, the chairman may combine the amendment or alternative into the original proposition and determine their orders for resolution. If one of the above shall be resolved, the others shall be considered as rejected, upon which no further resolution shall be required.

Article 26

The deliberation conducted at a shareholders' meeting shall be recorded in the meeting minutes. The contents and distribution of minutes shall be in accordance with Article 183 of the Company Law and the minutes of shareholders' meetings must be preserved as long as the Company is in existence.

Article 27

The chairman may ask disciplinary or security personnel to help maintain order at a meeting.

Article 28

The Rules shall take effect after been passed by the shareholders' meeting and the same procedure shall apply when they are revised.

Article 29

The Rules were duly established on February 20, 1998;

The 1st amendment was made on September 29, 1998;

The 2nd amendment was made on October 24, 2000;

The 3rd amendment was made on June 25, 2002;

The 4th amendment was made on June 9, 2006;

The 5th amendment was made on June 13, 2008;

The 6th amendment was made on June 15, 2011;

The 7th amendment was made on June 15, 2012.

CENTRAL REINSURANCE CORPORATION

Procedures for Use of the Company's funds in Special Projects, Public Utilities and Social Welfare Enterprises

Article 1 Purpose

The Procedures are formulated to set up the procedures for use of the Company's fund in special projects, public utilities and social welfare enterprises, as well as to enhance the risk management and to ascertain public disclosure.

Article 2 Accordance

The Procedures are set forth in accordance with the "Regulations Governing Use of Insurer's Fund in Special Projects, Public Utilities and Social Welfare Enterprises" (the Regulations) published by the Financial Supervisory Commission (FSC).

Article 3 The Scope of Investment in Special Projects

Use of the Company's funds for special projects shall be restricted to investments in or extension of loans for the following projects:

1. Emerging and key strategic projects or venture investment projects approved by the government.
1. Industrial zone or regional development projects approved by the government.
1. Purchase of houses by the houseless.
1. Cultural and educational conservation and construction.
1. Funeral facilities not distributed as public utilities listed in Article 4.
1. Other use in line with the government policies.

Article 4 The Scope of Investment in Public Utilities

Use of the Company's funds for public utilities shall be restricted to the following utilities:

1. Transportation facilities of highways, railroads, harbors, parking lots and airports.
1. Facilities of public utilities, such as water, electricity, telecommunications, etc.
1. Public housing construction, social housing and elderly residence projects.
1. Environmental protection facilities, including river, sewerage, garbage and waste disposal, and funeral facilities.
1. Construction of public-welfare facilities for public recreation.
1. Other public utilities as promoted by the government or in line with the government's construction projects.

Article 5 The Scope of Investment in Social Welfare Enterprises

Use of the Company's funds for social welfare business is limited to the business for social welfare operation that is established in accordance with the authorization of the competent authorities and the necessary facilities, including social assistance, welfare services, employment, social insurance, and healthcare.

Article 6 The Restrictions of Investment Targets in Special Projects, Public Utilities and Social Welfare Enterprises

The investment targets of the Company's fund in special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development, construction projects, loans and investments as are in line with the government policies.

Investments in funeral facilities in accordance with the Procedures shall be restricted in the facilities which their managers shall be evaluated by municipal or county (city) competent authority and receive a grade of above "B".

The Limitation of Investment Amount Article 7

For risk control purpose, with the exception of decrees otherwise provided by the competent authority or government, the investment amount of special projects, public utilities and social welfare enterprises shall not exceed the following limits:

1. The total amount shall not exceed 10% of the Company's total funds.
1. The total amount invested in one and the same entity shall not exceed 5% of the Company's total funds, and the followings shall be complied with:
(1) Where the invested entity is a venture investment enterprise, such amount shall not exceed 25% of the paid-in capital of the invested entity.
$(2)$ Where the investment is made onto an enterprise with the items enumerated

under Article 4 and 5, such amount shall not exceed 45% of the paid-in capital of the invested entity. The foregoing is not applied to the Company which is qualified with the following conditions and obtains the approval of the competent authority:

(i) The Company's risk-based capital ratio as of the end of most recent period shall comply with Paragraph 1, Article 143-4 of the Insurance Act;
(ii) The investment shall be approved by the board of directors.
(iii) There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authorities with relevant supporting document.
(iv) There have been no major sanctions or accumulated fines exceeding NT\$3 million imposed by the competent authority in the most recent year, however, this does not include violations that have been rectified and affirmed by the competent authority.
(v) Where this is not the first investment, any invested entities with its shareholding ratio exceeding 45% shall shows no accumulated losses in the financial report as of the end of the most recent period, except for the invested entity is the private institution regulated by the "Act for Promotion of Private Participation in Infrastructure Projects".
(3) Except for the invested entity prescribed in the above two Items, such amount shall not exceed 10% of the paid-in capital of the invested entity.
1. In case of securitization products issued aiming at the contents set forth in Article 4 and 5 as the target, the Company may invest within the limit of 10% of the total amount of the securitization products, free of the restriction of the investment ratio set forth in the preceding paragraph.
1. Where the said entity is qualified to accept investments under Subparagraph 3 or 4 of Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the provisions of the said Subparagraph instead, provided that if the said investment exceeds such limits as are prescribed in Subparagraph 3 or 4 of Paragraph 1 of Article 146-1 of the Insurance Act instead. provided that if the said investment exceeds the ratio as prescribed in Subparagraph 3 or 4 of Paragraph 1 or Paragraph 2 of Article 146-1 of the Insurance Act, no additional funds shall be invested in the entity unless the additional investment is made to maintain the original equity share in the entity.

Article 8 The Total Amount Invested in the One and the Same Entity Exceeds Half of the Paid-In Capital or Half of the Total Outstanding Voting Shares of Such Invested Entity

1. The Company shall ensure that the invested entity has set up an internal audit unit and set out in its internal control system the procedures and methods for self-assessment operation. Compliance with this implementation shall be tracked periodically by the Company.
1. The Company shall ensure that the invested entity has agreed to provide at least an annual audit report or self-assessment report to the Company. The Company shall also ensure that the invested entity has agreed to submit a report to it within 10 days from the date the invested entity has found any violation or abnormality of the internal control system while conducting a project or annual audit.
1. The Company shall ensure that the invested entity has agreed it to conduct an on-site audit on the invested entity during the investment period.
1. If the post-tax profit or loss of the invested entity in the most recent accounting year is negative after investing, the Company shall submit an improvement plan to its board of directors within two months from the date the financial report has been prepared by the invested entity. In addition, the audit unit of the Company shall submit a quarterly audit report on the implementation of the improvement plan to the board of directors.
1. The subsidiaries shall comply with the required control procedure according to the "Regulations Governing Implementation of Internal Control and Auditing System of Insurers" and "Regulations Governing Establishment of Internal Control Systems by Public Companies".
1. The Company shall establish a monitoring and audit management system if its amount invested in an invested entity exceeds half of the paid-in capital or the total outstanding voting shares of such invested entity. Such monitoring and audit system shall at least include the regulations prescribes in Subparagraph 1 to 5 and Paragraph 1 of Article 15 and be submitted to and passed by the board of directors. If the independent directors have objections or reserve their opinions, the meeting minutes shall record the details.

The Company shall comply with Article 11 of the "Regulations Governing Financial

and Business Operations of Professional Reinsurance Enterprises" to disclose the audit report for the implementation of investment improvement plans listed in Subparagraph 4 of previous Paragraph as well as the complete audit report of the invested entity listed in Article 15 to the public under the notes which shall be made under the information disclosure website. The aforesaid disclosure information shall be updated within ten days after submission to the board of directors.

Article 9 Evaluation and Operating Procedures

The evaluation procedures of investing in special projects, public utilities and social welfare enterprises shall include the following documents:

1. Investment plan and objectives (including objectives, method, market analysis, cost analysis, analysis of long-term and short-term return on investment, composition of shareholders and management team).
1. Details of the funds used for the special project or public utilities or social welfare enterprises, and analysis of return (including analysis of return on investment in each phase with explanatory notes)
1. Financial statements of the invested entity.

Article 10 Risk-Based Capital Ratio

The Company engaging in the investment set forth in preceding Paragraph, the risk-based capital ratio thereof should comply with the provisions of Paragraph 1 of Article 143-4 of the Insurance Act.

Article 11 Circumstances that the Company May Invest in Special Projects or Public Utilities or Social Welfare Enterprises Directly without Getting the Approval of the Competent Authority

In any of the following circumstances, the board of directors delegates the Chairman to decide the investments in special projects or public utilities or social welfare enterprises without going through the application procedure, and have the decisions subsequently submitted to and ratified by the board of directors meeting. Then the Company shall submit the documents set forth in Article 9 to the competent authority for subsequent review; otherwise the investment shall be submitted to the board of directors for resolution and the competent authority for approval:

1. The Company increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its original share in the total investment in the project
1. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses, and the total amount that the Company invests in one and the same entity is less than NT\$100 million and less than 5% of the paid-in capital of the Company.
1. The invested entity is not such an enterprises as is specified in the preceding Subparagraph and the total amount that the Company invests in one and the same entity is less than NT\$50 million and less than 2% of the paid-in capital of the Company.
1. The invested entity is the entity regulated by the "Act for Promotion of Private Participation in Infrastructure Projects" and the total amount that the Company invested in one and the same invested entity is less than NT\$500 million and less than 10% of the paid-in capital of the Company.

Article 12 Segregation of Duties

The division of duties in regard to an investment in special project or public utilities or social welfare enterprises is as follows, and each unit's personnel may not serve concurrently in other units:

1. The Investment Department: To execute and control transactions, and to evaluate the counterparty and the performance of transactions.
1. The Accounting Department: To be responsible for the relative accounting treatment.
1. The Finance Department: To control the risk, and be responsible for the settlement and custody operation.

Article 13 The Determination Procedures of Trading Terms

With the exception of such development and construction projects, loans and investments which are in line with the government policies, the Investment Department shall conduct market assessment and analysis to elaborate the trading terms (decision and reference of price) with counterparties for investments in special project, public utilities and social welfare enterprises. Transactions shall be approved in accordance with the table governing the delegation of authority and responsibility and shall follow the provisions of the operating procedures of acquisition and disposal of assets.

Article 14 Internal Control System

When the Company invests in special project, public utilities and social welfare enterprises, the Investment Department shall submit investment or after loan management report every year to track the operation of invested entity and to analyze the return of investment based on duration, as a basis for performance evaluation.

Article 15 Internal Audit System

If the total amount of the Company invested in one and the same invested entity exceeds half of the paid-in capital or half of the total outstanding voting shares of such invested entity, the internal audit unit shall conduct an on-site audit on the invested entity once every six months and shall track the invested entity on the violation or abnormality mentioned in the audit report or self-assessment report periodically. If any illegal activity or major violation is detected, the Company shall immediately inform the invested entity and prepare a tracking report. The completed audit and tracking report shall be submitted to the latest meeting of the board of directors.

The audit and tracking report prescribed in previous Paragraph shall be signed by the general manager, the general auditor, and the compliance officer of the headquarter of the Company. The content of the audit report shall at least include the followings:

1. Operating status of the invested entity;
1. Quarterly financial statement of the invested entity;
1. The meeting minutes and the implementation status of the resolutions passed by the board of directors of the invested entity;
1. The implementation status of the resolutions passed by the shareholders meeting of the invested entity:
1. The existence of violation or abnormalities in the internal control system of the invested entity; and
1. Whether the invested entity has a major violation or has been involved in any illegal activity.

Article 16 Designated Senior Management Personnel Shall Report the Performance to the Board of Directors Periodically

Designated senior management personnel shall report the performance of special project, public utilities and social welfare enterprises to the board of directors every vear.

Article 17 Effectiveness

The Procedures, as well as the amendment thereof, shall be submitted to the Audit Committee for approval, the Board of Directors for resolution to become effective, and to the competent authority for reference and to shareholders' meeting.

The History of "Procedures for Use of the Company's funds in Special Projects, Public Utilities and Social Welfare Enterprises"

1. The Procedures was made on April 23, 2008.
1. The 1st amendment was made on June 13, 2008.
1. The 2nd amendment was made on March 23, 2011.
1. The 3rd amendment was made on March 25, 2013.
1. The 4th amendment was made on August 20, 2014.
1. The 5th amendment was made on May 27, 2015.

CENTRAL REINSURANCE CORPORATION

Ethical Corporate Management Best Practice Principles

Article 1

Central Reinsurance Corporation (the "Company") has established these principles in order to foster a corporate culture of ethical management and sound development according to the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies.

Article 2

When engaging in commercial activities, directors, managers, employees, mandataries of the Company or persons having substantial control over the Company ("the personnel of the Company; persons having substantial control hereinafter referred to as 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 Act, 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

The Company shall in their own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training in accordance with the local relevant laws and regulations of the territories where the company operates.

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.
1. Illegal political donations.
1. Improper charitable donations or sponsorship.
1. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
1. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
1. Engaging in unfair competitive practices.
1. Direct or indirect damage to the interests of consumers or other interested parties when the service is provided.

Article 8

The Company shall clearly specify in the rules and external documents the 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 the personnel of the Company 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.

Article 11

When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and the personnel of the Company 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 the personnel of the Company shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.

Article 13

The Company and the personnel of the Company 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 the personnel of the Company 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 shall not engage in unfair competition.

Article 16

In the course of services, the Company and the personnel of the Company shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of their services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their services from directly or indirectly damaging the rights and interests of consumers or other stakeholders.

Article 17

The personnel 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, the Human Resources Department of Supervisory Division is responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. They shall be in charge of the following matters, and the Auditing Division shall report to the board of directors on a regular basis:

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.
1. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business.
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.
1. Promoting and coordinating awareness and educational activities with respect to ethics policy.
1. Developing a whistle-blowing system and ensuring its operating effectiveness.
1. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

Article 18

The personnel of the Company shall comply with laws and regulations and the prevention programs when conducting business.

Article 19

The Company shall adopt policies for preventing conflicts of interest to identify. monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the Company.

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, 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 personnel of the Company 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 for business activities possibly at a higher risk of being involved in an unethical conduct, 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 Auditing Division of 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 auditing office may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

Article 21

The Company shall establish operational procedures and guidelines to guide the personnel of the Company on how to conduct business. The procedures and guidelines should at least contain the following matters:

1. Standards for determining whether improper benefits have been offered or accepted.
1. Procedures for offering legitimate political donations.
1. Procedures and the standard rates for offering charitable donations or sponsorship.
1. Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
1. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
1. Regulations and procedures for dealing with suppliers, clients and business

transaction counterparties suspected of unethical conduct.

1. Handling procedures for violations of these Principles.
1. Disciplinary measures on offenders.

Article 22

The chairman, president, or senior management of the Company shall communicate the importance of corporate ethics to the directors, employees, and mandataries on a regular basis.

The Company shall periodically organize training and awareness programs for the personnel of the company and invite the Companies' commercial transaction counterparties so they understand the Companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.

The Company shall apply the policies of ethical corporate management when creating their employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23

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. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the Company to submit reports.
1. Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or senior manager shall be reported to the independent directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
1. Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
1. Confidentiality of the identity of whistle-blowers and the content of reported cases.
1. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.
1. Whistle-blowing incentive measures.

When material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.

Article 24

The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the Company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.

Article 25

The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. The Company shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on the Company's website, annual reports, and prospectuses, and shall disclose these principles on the Market Observation Post System.

Article 26

The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.

Article 27

These principles shall be implemented after the audit committee and the board of directors grants the approval, and shall be reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.

When these 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.

History of "Ethical Corporate Management Best Practice Principles"

These Principles were originally established on December 24, 2014.
The 1st amendment was made on Dec 24, 2015.

CENTRAL REINSURANCE CORPORATION

The Shares-holding Table of Directors

March 29, 2016

Title	Name	Shares
Chairman	Evergreen International Corp. Representative : Yang, Cheng-Tui
Vice Chairman	Evergreen International Corp. Representative : Chang, Kuo-Cheng
Director	Evergreen International Corp. Representative : Tai, Jiin-Chyuan	197,541,037
Director	Evergreen International Corp. Representative : Ku Lai, Mei-Hsueh
Director	Ministry of Finance, R.O.C. Representative : Lee, Yi-Fen
Director	Ministry of Finance, R.O.C. Representative : Chen, Kuan-Pao	124,632,689
Independent Director	Yau, Sea-Wain
Independent Director	Tsen, Ron-Syou	0
Independent Director	Chou, Yu-Cheng
	Total	322, 173, 726
	the minimum of shares held by Directors according to law	17,992,800

AI assistant

Central Re — AGM Information 2016

52207_rns_2016-07-28_b4f8915c-67ad-48ef-bc42-a72199e9da19.pdf

Central Re

CENTRAL REINSURANCE CORPORATION

2016 Annual General Meeting of Shareholders

TABLE OF CONTENTS

AGENDA FOR THE MEETING

CENTRAL REINSURANCE CORPORATION 2016 Annual General Meeting of Shareholders

A. Report of Shareholders Presented and Call Meeting to Order.

B. Chairman's Address.

C. Matters for Discussion:

Resolution:

D. Matters for Report:

E. Matters for Acknowledgement:

Submitted by the Board of Directors

Submitted by the Board of Directors

F. Matters for Extraordinary Motion.

CENTRAL REINSURANCE CORPORATION THE CONTRAST TABLE OF THE AMENDED ARTICLES OF INCORPORATION

CENTRAL REINSURANCE CORPORATION

Business Report of the year 2015

Operating Performance in 2015

A. Operating Results

Financial Strength Ratings

B. Budget accomplishment

C. Profitability Analysis

D. Research and Development

CENTRAL REINSURANCE CORPORATIONBALANCE SHEETS(Expressed in thousands of New Taiwan dollars)

CENTRAL REINSURANCE CORPORATIONSTATEMENTS OF COMPREHENSIVE INCOME(Expressed in thousands of New Taiwan dollars, except for earnings per share)

CENTRAL REINSURANCE CORPORATIONSTATEMENTS OF COMPREHENSIVE INCOME(Expressed in thousands of New Taiwan dollars, except for earnings per share)

CENTRAL REINSURANCE CORPORATION STATEMENTS OF CASH FLOWS

REPORT OF INDEPENDENT ACCOUNTANTS

CENTRAL REINSURANCE CORPORATION

Earnings Distribution Plan

For the Year of 2015

Audit Committee's Review Report

CENTRAL REINSURANCE CORPORATION ARTICLES OF INCORPORATION

Chapter 1 GENERAL PROVISIONS

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Chapter 3 SHAREHOLDERS' MEETING

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

Article 21

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Article 28

Article 29

Chapter 6 MISCELLANEOUS

Article 30

Article 31

Article 32

Article 33

History of Amendments of "Central Reinsurance Corporation's Articles of Incorporation"

CENTRAL REINSURANCE CORPORATION RULES FOR PROCEDURE OF THE SHAREHOLDERS' MEETING

Article 1

Article 2

Article 3

Article 4

Article 5

Central Re AGM Information 2016

CENTRAL REINSURANCE CORPORATION
BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

CENTRAL REINSURANCE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share)

CENTRAL REINSURANCE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share)