Central Re — AGM Information 2021

Aug 4, 2021

Stock Code ： 2851

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CENTRAL REINSURANCE CORPORATION

2021 Annual General Shareholders’ Meeting

Meeting Minutes

July 15, 2021

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2021 ANNUAL SHAREHOLDERS’ MEETING (THE “MINUTES”) OF CENTRAL REINSURANCE CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

CENTRAL REINSURANCE CORPORATION

Minutes of the 2021 Annual General Shareholders’ Meeting

Meeting Time: 9:00 AM on July 15 (Thursday), 2021

• Meeting Location: Meeting Room on the 10th floor, International Convention Center of Chang Yung-Fa Foundation, No.11, Chungshan S. Road, Taipei, Taiwan

• Attendance: There were 472,913,013 shares representing shareholders attending (including electronic voting or by proxy), reaching 80.10% of 590,388,750 shares total issued by the Company.

• Chairman: Yang, Cheng-Tui, the Chairman of the Board

Secretary: Ms. Pan, Hsin-Wei

Attendants as guest: Mr. Chou, Yu-Cheng, Independent Director/ Ms. Lee, Yi-Fen, Director/ Ms. Cheng, Ching-Fen, Director/ Mr. Wu, Kuang-Hui, Director/ Ms. Chen, Hsien-I, CPA/ Ms. Chen, Jiin-Shian, Lawyer

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman’s Address: Omitted.

III. Report Items:

• A. Business Report of the year 2020. (Handbook pages 5-10)

• B. Audit Committee’s Review Report of the year 2020. (Handbook page 23)

• C. 2020 Employees’ Compensation and Directors’ Remuneration Report: The Board of Directors appropriated NT$16,287,969 as Employees’ Compensation in cash and NT$4,850,000 as Directors’ Remuneration pursuant to the Articles of Incorporation.

Summary of the Essential Points of the Proceedings

’ Summary of Shareholders Statement:

1

Shareholder (Account No. 27349) asked the questions about the Company’s operation situation and financial condition.

The above questions were responded by the Chairman and the officials in charge designated by the Chairman.

IV. Ratification and Discussion Items:

Proposed by the Board of Directors Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report. (Handbook pages 5-21) Please ratify.

Description: The 2020 Financial Report of the Company have been audited by Ms. Chen, Hsien-I and Ms. Lee, Hsiu-Ling, the CPA of PricewaterhouseCoopers, Taiwan.

Summary of the Essential Points of the Proceedings

’ Summary of Shareholders Statement:

Shareholder (Account No. 27349) asked the questions about the Company’s operation situation.

The above questions were responded by the Chairman.

Resolution: The vote was in favor of the proposal, and the vote report was as follows:

	follows:
Voting Results	Electronic Votes	Aggregated Votes (including Electronic Votes)	% of the total votes at the time of voting
Approval	462,365,202	465,931,888	98.52
Disapproval	52,938	52,938	0.01
Invalidation	0	0	0
Abstention/ Unvote	6,927,878	6,928,187	1.46
Total	469,346,018	472,913,013	100.00

Proposed by the Board of Directors

Proposal 2: Ratification of 2020 earnings distribution. (Handbook page 22) Please ratify.

2

Description:

1. The Company is planning to distribute cash dividend NT$1.3 per share. The total of cash dividends shall be NT$767,505,375. The cash dividend distribution will be calculated to the nearest NT dollar, the remainder will be recognized as “Other Non-Operating Income” of the Company.

2. If the number of total shares outstanding changed, such that the cash dividends ratio per share should be adjusted, the Chairman of the Board of Directors is authorized to adjust the ratio and deal with relative matters.

3. Subject to the approval of the annual general shareholders’ meeting, the ex-dividend date and payment date for the cash dividend distributions would be decided by the Chairman of the Board.

Summary of the Essential Points of the Proceedings

’ Summary of Shareholders Statement:

Shareholder (Account No. 27349) asked the questions about the Company’s financial condition and 2020 earnings distribution.

The above questions were responded by the Chairman and the officials in charge designated by the Chairman.

Resolution: The vote was in favor of the proposal, and the vote report was as follows:

	follows:
Voting Results	Electronic Votes	Aggregated Votes (including Electronic Votes)	% of the total votes at the time of voting
Approval	462,596,389	466,163,075	98.57
Disapproval	173,446	173,446	0.03
Invalidation	0	0	0
Abstention/ Unvote	6,576,183	6,576,492	1.39
Total	469,346,018	472,913,013	100.00

3

Proposed by the Board of Directors

• Proposal 3: It is proposed to amend the “ Rules for Procedure of the Shareholders’ Meeting” referring to the contrast table attached. (Handbook page 24-30) Please discuss.

• Description: In order to improve corporate governance and fairness of every shareholder's participation in shareholders' meeting of the Company, it is proposed to amend the “Rules for Procedure of the Shareholders’ Meeting”. The amendments are made with reference to actual operation procedures of the Company and the following regulations:

• The “Sample Template for ○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” amended and announced per Public Announcement No. Taiwan-StockGovernance-1100001446 by Taiwan Stock Exchange Corporation on January 28, 2021; and

• The letter in No. Ching-Shang-Tze-10402404570 announced by Ministry of Economic Affairs on March 10, 2015.

Summary of the Essential Points of the Proceedings

’ Summary of Shareholders Statement:

Shareholder (Account No. 27349) asked the questions about the Company’s financial condition.

The above questions were responded by the Chairman and the officials in charge designated by the Chairman.

Resolution: The vote was in favor of the proposal, and the vote report was as follows:

	follows:
Voting Results	Electronic Votes	Aggregated Votes (including Electronic Votes)	% of the total votes at the time of voting
Approval	462,678,391	466,245,077	98.59
Disapproval	61,095	61,095	0.01
Invalidation	0	0	0
Abstention/ Unvote	6,606,532	6,606,841	1.39
Total	469,346,018	472,913,013	100.00

4

V.Election Item:

Proposed by the Board of Directors

Proposal: Proposal to by-elect one Independent Director of the Company.

Description:

1. Ms. Tsai, Li-Hsueh resigned her Independent Director seat on Nov. 6, 2020 for personal reasons. Thus, the Company proposes to by-elect one independent director at the Annual General Shareholders’ Meeting. The new Independent Director shall take office after this Annual General Shareholders’ Meeting and the term of office shall be terminated on May 27, 2023.

2. The election of the Independent Director is conducted under the “candidate nomination system”. The Board of Directors reviewed and approved the roster of the Independent Director Candidate on April 14, 2021. The information of the Independent Director Candidate is as Handbook Pages 31.

Election Results: The newly elected independent director was as follows:

A/C Number	Name	Shareholding	Votes Received
A12124****	Liu, Wei	0	465,689,779

VI. Other Item:

Proposed by the Board of Directors

Proposal: Discussion on approving the release of restrictions of competitive activities of the newly elected Independent Director. Please discuss.

5

Description:

1. Directors who, for themselves or others run businesses which are similar to the business of the Company, shall report to and obtain permission from the Shareholders’ Meeting.

2. The business and its essential contents the new Independent Director engaged in other company shall be presented before discussion.

Summary of the Essential Points of the Proceedings

Summary of Shareholders’ Statement ：

Shareholder (Account No. 27349) asked the questions about the competitive activities of the newly elected Independent Director.

The above questions were responded by the Chairman.

Resolution: There are no competitive activities of the newly elected Independent Director, so this proposal was not to be discussed.

VII. Extraordinary Motions ： None.

VIII.Meeting Adjournment.

Notes 1: The meeting minutes was recorded in accordance with the provision of paragraph 4 of Article 183 of the Company Law. The meeting audio recording still prevails regarding the meeting content, proceedings and shareholders’ statements.

• Notes 2: Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00.

6

CENTRAL REINSURANCE CORPORATION

BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

ASSETS	Notes 6(1) 6(2) 6(3) 6(4) 6(5) 6(7) 6(8) 6(11) 6(17) 6(12) 6(3) 6(8) 6(13) 6(17) 6(14) 6(16)	December 31, 2020 AMOUNT % $ 15,001,586 35 454,002 1 6,960,392 16 11,174,625 26 499,556 1 446,815 1 6,065,459 14 206,513 1 374 - 5,240 - 175,763 1 1,723,263 4 $ 42,713,588 100 $ 420,922 1 105,938 - 32,440 - 377 - 28,491,167 67 779 - 126,240 1 126,488 - 29,304,351 69 5,903,888 14 300,000 - 2,463,493 6 2,757,597 6 1,414,347 3 569,912 2 13,409,237 31 $ 42,713,588 100	December 31, 2019	December 31, 2019
		AMOUNT $ 15,001,586 454,002 6,960,392 11,174,625 499,556 446,815 6,065,459 206,513 374 5,240 175,763 1,723,263 $ 42,713,588 $ 420,922 105,938 32,440 377 28,491,167 779 126,240 126,488 29,304,351 5,903,888 300,000 2,463,493 2,757,597 1,414,347 569,912 13,409,237 $ 42,713,588	AMOUNT $ 12,603,772 325,191 5,966,890 13,080,024 100,000 448,556 5,066,416 204,631 610 8,866 63,774 1,293,293 $ 39,162,023 $ 456,543 266,264 10,095 611 26,234,743 18,011 76,537 70,096 27,132,900 5,903,888 300,000 2,242,647 2,358,192 1,053,232 171,164 12,029,123 $ 39,162,023	%
11000 Cash and cash equivalents 12000 Accounts receivable 14110 Financial assets at fair value through profit or loss 14145 Financial assets at amortized cost 14180 Other financial assets 14200 Investment property, net 15000 Reinsurance contract assets 16000 Property and equipment, net 16700 Right-of-use assets 17000 Intangible assets 17800 Deferred income tax assets 18000 Other assets TOTAL ASSETS LIABILITIES AND EQUITY				32 1 15 34 - 1 13 1 - - - 3
				100
				1 1 - - 67 - - -
21000 Accounts payable 21700 Current income tax liabilities 23200 Financial liabilities at fair value through profit or loss 23800 Lease liabilities 24000 Insurance liabilities 27000 Provisions 28000 Deferred income tax liabilities 25000 Other liabilities TOTAL LIABILITIES 30000 EQUITY 31000 Capital 31100 Common stock 32000 Capital reserve 33000 Retained earnings 33100 Legal reserve 33200 Special reserve 33300 Undistributed earnings 34000 Other equity interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY
				69
				15 1 6 6 3 -
				31
				100

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 earnings per share)

Items 41000 Operating revenues 41100 Gross premiums written 51100 Less: Reinsurance premiums ceded 51310 Net change in unearned premium reserve 41130 Retention earned premiums 41300 Reinsurance commission revenue 41400 Overriding commission revenue 41500 Net gain from investment 41510 Interest income 41521 Gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss 41526 Realized gain or loss on financial assets at amortized cost 41550 Foreign exchange gain (loss) 41570 Gain (loss) on investment property 41585 Expected credit impairment and reversal profit from investments 41600 Gain (loss) upon reclassification of applying overlay approach Total net gain from investment 41800 Other operating revenues Total operating revenues 51000 Operating costs 51200 Reinsurance claims paid 41200 Less: Reinsurance claims recovery 51260 Retention reinsurance claims paid 51300 Net changes in other insurance liabilities 51500 Reinsurance commission expenses 51700 Financial cost 51800 Other operating costs Total operating costs 58000 Operating expenses 58100 Selling expenses 58200 Administration expenses 58300 Training expenses 58400 Expected credit impairment reversal from non-investments Total operating expenses Net operating income 59000 Non-operating income and expenses 62000 Income from continuing operations before tax 63000 Income tax expense 64000 Income from continuing operations after tax 66000 Net income

Years endedDecember31 Changes 2020 2019 Percentage Notes AMOUNT % AMOUNT % (%) $ 18,407,855 104 $ 16,755,528 104 10 ( 1,324,739) ( 7) ( 1,200,029) ( 7 ) 10 6(8) ( 657,697) ( 4) ( 428,166) ( 3 ) 54 16,425,419 93 15,127,333 94 9 343,754 2 282,478 2 22 21,872 - 21,874 - - 479,256 3 524,377 3 ( 9 ) 1,436,526 8 664,552 4 116 6(4) ( 90) - - - - ( 511,225) ( 3) ( 238,543) ( 1 ) 114 6(7) 18,761 - 20,957 - ( 10 ) 6(4) ( 170) - ( 611) - ( 72 ) 6(3) ( 567,537) ( 3) ( 313,617) ( 2 ) 81 855,521 5 657,115 4 30 10,357 - 4,124 - 151 17,656,923 100 16,092,924 100 10 ( 10,162,084) ( 58) ( 10,281,630) ( 64 ) ( 1 ) 685,892 4 586,974 4 17 ( 9,476,192) ( 54) ( 9,694,656) ( 60 ) ( 2 ) 6(8) ( 1,179,773) ( 7) 121,044 - ( 1075 ) ( 4,811,110) ( 27) ( 4,657,098) ( 29 ) 3 ( 5) - ( 3) - 67 ( 49) - ( 3) - 1533 ( 15,467,129) ( 88) ( 14,230,716) ( 89 ) 9 ( 274,857) ( 1) ( 216,506) ( 1 ) 27 ( 128,207) ( 1) ( 135,859) ( 1 ) ( 6 ) ( 424) - ( 2,633) - ( 84 ) 13 8 - 26 - ( 69 ) ( 403,480) ( 2) ( 354,972) ( 2 ) 14 1,786,314 10 1,507,236 9 19 2,322 - 275 - 744 1,788,636 10 1,507,511 9 19 6(17) ( 272,907) ( 1) ( 403,386) ( 2 ) ( 32 ) 1,515,729 9 1,104,125 7 37 $ 1,515,729 9 $ 1,104,125 7 37 (Continued)

CENTRAL REINSURANCE CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items

Years ended December 31 Changes 2020 2019 Percentage Notes AMOUNT % AMOUNT % (%) 6(13) ($ 3,766) - $ 134 - ( 2910 ) 6(17) 753 - ( 27) - ( 2889 ) ( 170,502) ( 1) ( 43,246) ( 1 ) 294 6(3) 567,537 3 313,617 2 81 6(17) 1,713 - ( 12,366) - ( 114 ) 395,735 2 258,112 1 53 $ 1,911,464 11 $ 1,362,237 8 40 6(16) $ 2.57 $ 1.87

83000 Other comprehensive income 83100 Items may not be reclassified to profit or loss subsequently 83110 Remeasurements of defined benefit plans 83180 Income tax relating to the items may not be reclassified to profit or loss subsequently 83200 Items may be reclassified to profit or loss subsequently 83210 Exchange differences on translation of foreign financial statements 83295 Other comprehensive income (loss) upon reclassification of applying overlay approach 83280 Income tax relating to items that may be reclassified Total other comprehensive income for the year (after tax) 85000 Total comprehensive income for the year Earnings per share 97500 Basic and Diluted (in NT dollars)

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

CENTRAL REINSURANCE CORPORATION

STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

2019 Balance at January 1, 2019 Net income for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Distributions of 2018 earnings Legal reserve Special reserve Cash dividends Appropriation for equalization reserve for the year Balance at December 31, 2019 2020 Balance at January 1, 2020 Net income for the year Other comprehensive income (loss) for the period Total comprehensive income (loss) Distributions of 2019 earnings Legal reserve Cash dividends Appropriation for equalization reserve for the year Balance at December 31, 2020	Notes		CommonStock		Capital Reserve				RetainedEarnings
							Legal Reserve		Special Reserve
	6(16) 6(16) 6(16)		$ 5,903,888 - - - - - - - $ 5,903,888 $ 5,903,888 - - - - - - $ 5,903,888		$ 300,000 - - - - - - - $ 300,000 $ 300,000 - - - - - - $ 300,000		$ 2,032,633 - - - 210,014 - - - $ 2,242,647 $ 2,242,647 - - - 220,846 - - $ 2,463,493		$ 2,002,340 - - - - 5,250 - 350,602 $ 2,358,192 $ 2,358,192 - - - - - 399,405 $ 2,757,597

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

CENTRAL REINSURANCE CORPORATION

STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

			Years ended	December	December	31
			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$	1,788,636		$	1,507,511
Adjustments
Adjustments to reconcile profit (loss)
Depreciation			8,428			8,909
Amortization			4,081			2,373
Provision (recovery) for loss allowance of reinsurance contract
assets			6,559	(		8,467 )
Loss (gain) on valuation of financial assets and liabilities at fair
value through profit or loss	(		671,495 )	(		647,341 )
Interest expense			5			3
Interest income	(		481,235 )	(		539,945 )
Dividend income	(		88,048 )	(		74,703 )
Net change in reserves			1,837,470			307,122
Expected credit impairment on investments			170			611
Expected credit impairment (reversal) on non-investments	(		8 )	(		26 )
Loss (gain) upon reclassification of applying overlay approach			567,537			313,617
Unrealized foreign exchange (gain) loss			364,668			156,268
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable	(		151,465 )	(		50,624 )
Financial assets at fair value through profit or loss	(		299,887 )	(		3,604,926 )
Financial assets at amortized cost			1,379,469	(		2,286,453 )
Other financial assets	(		399,556 )			137,199
Reinsurance contract assets	(		584,304 )	(		464,514 )
Other assets	(		404,900 )			92,518
Changes in operating liabilities
Accounts payable	(		35,621 )			146,730
Provisions	(		20,998 )	(		644 )
Other liabilities			56,392			23,280
Cash inflow (outflow) generated from operations			2,875,898	(		4,981,502 )
Interest received			514,563			563,362
Dividend received			88,139			72,901
Interest paid	(		5 )	(		3 )
Income tax paid	(		493,053 )	(		255,750 )
Net cash flows from (used in) operating activities			2,985,542	(		4,600,992 )
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(		7,907 )	(		6,195 )
Acquisition of intangible assets	(		455 )	(		6,053 )
Acquisition of investment property	(		426 )	(		134 )
Net cash flows used in investing activities	(		8,788 )	(		12,382 )
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of principal portion of lease liabilities	(		234 )	(		310 )
Payment of cash dividends	(		531,350 )	(		531,350 )
Net cash flows used in financing activities	(		531,584 )	(		531,660 )
Effects of exchange rate changes	(		47,356 )			3,501
Net increase (decrease) in cash and cash equivalents			2,397,814	(		5,141,533 )
Cash and cash equivalents at beginning of year			12,603,772			17,745,305
Cash and cash equivalents at end of year		$	15,001,586		$	12,603,772

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

CENTRAL REINSURANCE CORPORATION

Earnings Distribution Plan

For the Year of 2020

CENTRAL REINSURANCE CORPORATION Earnings Distribution Plan For the Year of 2020	CENTRAL REINSURANCE CORPORATION Earnings Distribution Plan For the Year of 2020	CENTRAL REINSURANCE CORPORATION Earnings Distribution Plan For the Year of 2020
（Unit: NT$）
Items	Total	Grand Total
Unappropriated retained earnings ofpreviousyears		301,036,188
Add：The remeasurements of defined benefitplans(Note 1)	(3,012,852)
Add：Net income of 2020	1,515,729,098
Less：Legal reserve	(302,543,249)
Less：Special reserve(Note 2)	(399,405,054)	810,767,943
Retained earnings in 2020 available for distribution		1,111,804,131
Distributable item：
Shareholders' dividends－Cash dividends: NT$1.3per share	767,505,375	767,505,375
Unappropriated retained earnings		344,298,756

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$399,405,054 of the year 2020 had been recognized as special reserve.

Note 3:The surplus of year 2020 is allocated by priority .

CENTRAL REINSURANCE CORPORATION

Comparison Table for the Rules for Procedure of the Shareholders’ Meeting

Before and After Amendments

	After amendment		Before amendment	Reason for amendment
	Article 2 The shareholders attending the Meeting by themselves or through proxies (hereinafter referred to as “the Shareholders”) shallwear the sign-in card and identification document. The number of shares for attending the meeting shall be counted according to sign-in card signed and submitted by shareholders. The number of representatives of institutional shareholders attending the shareholders’ meeting shall not exceed the total number of current directors of the Company. 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 2 Theattendingshareholdersor shareholders attending through proxies (hereinafter referred to as “the Shareholders”) shallhand over check-in cards in lieu of signing in. The number of shares for attending the meeting shall be counted according tothe 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.	1. In compliance with practical operation for handling shareholder attendance registration, the paragraph 1 was amended. 2.The paragraph 3 of this Article was added in reference to the letter No. Ching-Shang-Tze-10 402404570 promulgated by Ministry of Economic Affairs on March 10, 2015, which stated that a company may specify the limit on the number of representatives of institutional shareholders attending the shareholders’ meeting. 3. The order of paragraphs was rearranged, and text revisions.
	Article 3 Quorum and votes of shareholders’ meeting shall be counted on the basis of number of shares. The Company shall announce the number of non-voting shares, the number of shares in attendance and other		Article 3 Quorum and votes of shareholders’ meeting shall be counted on the basis of number of shares.	1. The paragraph 2 of Article 9 of “Sample Template for○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” (hereinafter referred to as “ TSE

	After amendment	Before amendment	Reason for amendment
	relevant information.		Sample”) amended and announced per Public Announcement No. Taiwan-Stock Governance- 1100001446 of Taiwan Stock Exchange Corporation on January 28, 2021 , which stated that the chairman shall call meeting to order and announce the number of non-voting shares, the number of shares in attendance and other relevant information when the Shareholders Meeting commenced. Referring to the regulation mentioned above and practical operation of the Company, the paragraph 2 of this Article is added to specify the Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information at shareholders’ meeting. 2. The Chinese wording “shares”in paragraph

	After amendment		Before amendment	Reason for amendment
				1 of this Article was amended while the English wording remains unchanged.
	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. However, if any shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording shall be retained until the final conclusion of the lawsuit.		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.	1. The proviso of the paragraph 1 of this Article was added in compliance with paragraph 2 of Article 8 of “TSE Sample” which stated that if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording of the entire proceedings of the shareholders’ meeting shall be retained until the final conclusion of the lawsuit. 2. For arranging the order of articles appropriately, the original paragraph 2 of this Article is shifted to the amended paragraph 1 of Article 28.
	Article 19 The chairman may announce an end of discussion and put the proposition to a vote when the chairman considers that discussion is adequate to make a resolution. The chairman shall arrange adequate voting time.		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 makinga resolution.	The Article was amended in reference with the paragraph 4 of Article 10 of “TSE Sample” which stated that “…the chairman shall arrange adequate voting time”.
	Article 21 Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution		Article 21 Except where prescribed by laws and regulations or the Articles of Incorporation of the Company, a resolution	Since the Company has adopted electronic voting in Shareholders’ Meeting, the

	After amendment		Before amendment	Reason for amendment
	shall be adopted by a majority vote by attending Shareholders. The resolution shall be voted on by casting ballots, and the chairman shall decide all voting (including the election votes) to be conducted separately or at the meantime.		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.	resolutions at Shareholders’ Meetings are all voted on by casting ballots. Therefore, the paragraph 2 of this Article was amended to stipulate clearly that the resolutions shall be passed by casting ballots.
	Article 22 The election of directors at a shareholders meeting shall be held in accordance with “The Directors Election Rules” of the Company.			1. Newly added article. 2. This article was added to specify the procedures and relevant matters of election of directors shall be proceeded in accordance with “The Directors Election Rules” of the Company.
	Article 23 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 affixingtheir seals on them.		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.	1. The order of this article was rearranged. 2. The Chinese wording “recorded” was amended while the English wording remains unchanged.

After amendment	Before amendment	Reason for amendment
Article 24 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. 2. A blank ballot has been placed in the ballot box. 3. The ballot is illegible due to damage or indistinct writing. 4. The ballot has been altered or bears extraneous written text or symbols. 5. Both consent and oppose have been marked.	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. 2. A blank ballot has been placed in the ballot box. 3. The ballot is illegible due to damage or indistinct writing. 4. The ballot has been altered or bears extraneous written text or symbols. 5. Both consent and oppose have been marked.	The order of this article was rearranged.
Article 25 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 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.	The order of this article was rearranged.
Article 26 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	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	The order of this article was rearranged.

	After amendment		Before amendment	Reason for amendment
	further resolution shall be required.		further resolution shall be required.
	Article 27 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 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.	The order of this article was rearranged.
	Article 28 The staffs conducting the affairs of the meeting (including security personnel) shall wear badge or armband for identification purpose. The chairman may ask pickets or security personnel to help maintain order at a meeting. Shareholder who violate the rules of this procedure and defy the chairman’s correction, or obstruct the proceeding of the meeting and refuse to stop, the chairman may direct the pickets (including security personnel) to escort the shareholder off the meeting.		Article 27 The chairman may ask disciplinary or security personnel to help maintain order at a meeting.	1. The order of this article was rearranged. 2. For arranging the order of articles appropriately, the original paragraph 2 of Article 11 was shifted to the paragraph 1 of this Article and the order of the paragraphs were rearranged. 3. The paragraph 4 of Article 17 of “TSE Sample” stated that when a shareholder violates the rules of procedure and defies the chair's correction, or obstructing the proceedings and refusing to heed calls to stop, the chairman may direct the pickets to escort the shareholder off the

After amendment	After amendment	Before amendment	Before amendment	Reason for amendment
				meeting. Referring to the regulation mentioned above, the paragraph 3 of this Article was added.
Article 29 The Rules shall takeeffect after been passed by the shareholders’ meeting and the same procedure shall apply when they are revised.		Article 28 The Rules shall takeeffect after been passed by the shareholders’ meeting and the same procedure shall apply when they are revised.		The order of this article was rearranged, and the Chinese wording “effect” was amended while the English wording remains unchanged.
		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.		1. Delete this Article. 2. Considering the history of the Rules is not the necessary content of Article, it is proposed to delete it and record it separately.