CHC - AGM Information 2016 | FinancialReports.eu

Ticker Number: 4164

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CHC Healthcare Group

2016 Annual Shareholders’ Meeting

Meeting Agenda

Date of the Meeting: June 13[th] , 2016 at 09:00 a.m. Place of the Meeting: 1F., No.30, Sec. 3, Xinsheng S. Rd., Da’an Dist., Taipei City 106, Taiwan (Room 103 of Howard Civil Service International House)

	Page
`Ⅰ`. Meeting Procedure	2
`Ⅱ`. Meeting Agenda	3
1. Discussion Items	4
2. Reporting Items	5
3. Approval Items	7
4. Extempore Motion	9
5. Meeting Adjourned	9
`Ⅲ`. Attachment
Attachment 1. Comparison Table of Revised Articles of “Articles of Incorporation”	10
Attachment 2. Detail List of the Directors to Be Released From Non- Competition Restrictions	12
Attachment 3. 2015 Business Report	13
Attachment 4. Supervisor’s Report on Review of 2015 Audited Financial Reports	15
Attachment 5. Information of Endorsements/Guarantees in 2015	16
Attachment 6. 2015 Financial Statements and CPA Audit Report (Including Consolidated Financial Statements)	17
`Ⅳ`. Appendix
Appendix 1. Articles of Incorporation	30
Appendix 2. Rules of Procedure for Shareholders’ Meetings	34
Appendix 3. Shareholdings of All Directors and Supervisors	40

CHC Healthcare Group

Meeting Procedure for 2016 Annual Shareholders’ Meeting

1. Commencement

Chairman’s Address
Discussion Items
Reporting Items
Approval Items
Extempore Motion

7. Meeting Adjourned

CHC Healthcare Group

Meeting Agenda for 2016 Annual Shareholders’ Meeting

Date of the Meeting: June 13th, 2016 at 09:00 a.m.

Place of the Meeting: 1F., No.30, Sec. 3, Xinsheng S. Rd., Da’an Dist., Taipei City 106, Taiwan (Room 103 of Howard Civil Service International House)

1. Commencement

Chairman’s Address
Discussion Items
(1). Amendment to the Company's “Articles of Incorporation”
(2). To release the directors from non-competition restrictions

4. Reporting Items

(1). 2015 Business Report
(2). Supervisor’s Report on review of 2015 audited financial reports
(3). To report the distribution of the compensations for employees and remunerations for directors and supervisors of 2015
(4). To report the information of endorsements/guarantees in 2015
(5). To report the status of Secured Convertible Bond (41642)

5. Approval Items

(1). 2015 Business Report and Financial Statements
(2). Proposal for Distribution of 2015 Profits
Extempore Motion
Meeting Adjourned

Discussion Items

Amendment to the Company's “Articles of Incorporation”

(Proposed by Board of Directors)

Explanation: (1). It is conducted in accordance with Presidential Decree issued on May 20, 2015 to amend Article 235, 235-1 and 240 of “Company Act”, also pursuant to the Letter No. 10402413890 issued on Jun. 11, 2015 and Letter No. 10402427800 issued on Oct. 15, 2015 by Ministry of Economic Affairs.
(2). Amendment about distribution of the compensations for employees and remunerations for directors and supervisors made to the Company's “Articles of Incorporation” according to Article 235-1 of “Company Act” is approved by the Third Compensation Committee’s fourth meeting on Nov. 11, 2015.
(3). Please refer to Attachment 1 (p10-11) for relevant information.
(4). Please start discussion.

Resolution:

2. To release the directors from non-competition restrictions

(Proposed by Board of Directors)

Explanation: (1). According to Article 209 of “Company Act”, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2). In order to meet the Company’s business needs and operations development, it requests shareholders’ approval on the Meeting to release the directors from non-competition restrictions. Please refer to Attachment 2 (p12) for relevant information.
(3). Please start discussion.

Resolution:

Reporting Items

To report 2015 Business Report

Explanation: Please refer to Attachment 3 (p13-14).

To report Supervisor’s Report on review of 2015 audited financial reports
Explanation: Please refer to Attachment 4 (p15).
To report the distribution of the compensations for employees and remunerations for directors and supervisors of 2015
Explanation: (1). It is conducted pursuant to the Letter No. 10402413890 issued on Jun. 11, 2015 and Letter No. 10402427800 issued on Oct. 15, 2015 by Ministry of Economic Affairs.
- (2). It requests shareholders’ approval on the Meeting to make amendment to Article 24-1-(1) of the Company's “Articles of Incorporation” ： When allocating the profit of current year (profit before tax and compensations for employees and remunerations for directors and supervisors), accumulated losses shall be first covered, and then set aside no less than 0.05% of the balance as compensations for employees and no more than 5% as remunerations for directors and supervisors.
- (3). The Company’s Third Compensation Committee’s fifth meeting approved employees' compensation for NT$ 120,000 (0.0531%) and directors' and supervisors’ remuneration for NT$ 4,800,000 (2.124%). All the compensations and remunerations will be paid in cash and paid after amendment to “Articles of Incorporation” received shareholders’ approval on the Meeting.
To report the information of endorsements/guarantees in 2015 Explanation: Please refer to Attachment 5 (p16).

(Continued on Next Page)

To report the status of Secured Convertible Bond (41642)
Explanation: (1). For subsidiaries’ debt repayment, after obtaining the approval by Financial Supervisory Commission R.O.C (Taiwan) in Financial Supervisory Securities Auditing Document No. 10400417751, October 26, 2015, the Company’s Board of Director resolved to issue 10,000 secured convertible bonds (41642) on Aug. 4, 2015. The face value is NT$ 100,000 and will be issue 100% at par value. The issue period is three year and interest rate is 0%. Total amount of this time’s capital raising collected NT$ 1,000,000,000.
- (2). The raising of capital through secured convertible bonds (41642) has been completed on Nov. 10, 2015 and all the amount raised was fully executed in Q1 2016.

Approval Items

1. 2015 Business Report and Financial Statements

(Proposed by Board of Directors)

Explanation: (1). The Company’s 2015 Financial Statements (including Consolidated Financial Statements) were audited by CPA, Hui-Chin, Chou Tseng and Sheng-Wei, Teng of PricewaterhouseCoopers (PwC) Taiwan. Supervisors of the Company have examined both 2015 Business Report and Financial Statements and issued Supervisor’s Report.
(2). For 2015 Business Report, Supervisor’s Report, Report of Independent Auditors and 2015 Financial Statements (including Consolidated Financial Statements), please refer to Attachment 3 (p13-14), Attachment 4 (p15) and Attachment 6 (p17-29).
(3). Please approve it.

Resolution:

2. Proposal for Distribution of 2015 Profits

(Proposed by Board of Directors)

Explanation: (1). The Company’s net profit after tax of 2015 is NT$ 226,517,857. After setting aside the legal reserve for NT$ 22,651,786, special reserve for NT$ 87,626,385 based on Article 41-1 of “Securities and Exchange Act” and then adding unappropriated retained earnings at the beginning of 2015 for NT$ 536,041,126, the unappropriated retained earnings for 2015 is NT$ 652,280,812. Proposal for distribution is as followed ：

(Continued on Next Page)

CHC Healthcare Group 2015 Earning Distribution Table

Item	Amount(NT$)	Amount(NT$)
	Subtotal	Total
Unappropriated retained earnings at the beginningof 2015		536,041,126
Add: Netprofit after tax of 2015	226,517,857
Deduct: Legal Reserve	(22,651,786)
Deduct: Special reserve	(87,626,385)
Subtotal		116,239,686
Distributable Unappropriated Retained Earnings at the end of 2015		652,280,812
Distribution Items:
Cash Dividends(NT$2.004per share)		279,964,311
Unappropriated retained earnings at the end of 2015		372,316,501
Chairman: Pei-Lin, Lee CEO: Kung-Yu, Chen CFO: Yi-Chun, Chen

(2). 2015 Earning distribution is first distributed from earnings in 2015 that are available for distribution.
(3). 2015 Earning distribution is based on the number of outstanding shares on Dec. 31, 2015(139,702,750 shares), and will distribute cash dividend of NT$2.004 per share. The cash dividend will be paid with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into Other Income of the Company.
(4). It requests shareholders’ approval on the Meeting that the Chairman will be authorized to adjust the dividend distribution ratio based on the actual number of outstanding shares if there is any change in number of common shares of the Company which consequently leads to a change in the ratio.
(5). The record date and payment date for cash dividends’ payment will be decided by the Chairman as authorized by shareholders after approved on the Meeting.
(6). Please approve it.

Resolution:

Extempore Motion

Meeting Adjourned

CHC Healthcare Group

Comparison Table of Revised Articles of “Articles of Incorporation”

10	Article Before Revision		Article After Revision	Explanation
	(Blank)		Article 24-1 When allocating the profit of current year (profit before tax and compensations for employees and remunerations for directors and supervisors), accumulated losses shall be first covered, and then set aside no less than 0.05% of the balance as compensations for employees and no more than 5% as remunerations for directors and supervisors. Compensations for employees and remunerations for directors and supervisors mentioned above shall be conducted after a resolution made by majority of directors present at a meeting attended by more than two thirds of directors and shall also be reported to the shareholders’ meeting. Compensations for employees shall be paid by either shares or cash. The employees to receive compensations shall include certain qualified employees from affiliate companies and the rules of distribution shall be made by the Chairman.	Newly added article in compliance with Article 235-1 of “Company Act” and Letter No. 10402427800 issued by Ministry of Economic Affairs.
	Article 25 If the Company has earnings in a fiscal year, the Company shall, after paying all taxes, offsetting all prior losses, set aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company and set aside or reserving a special reserve according to relevant regulations when necessary. Any remaining amount after the abovementioned payments are made shall be distributed as followed: 1. Compensations for employees shall be no less than 0.05% of the balance.		Article 25 If the Company has earnings in a fiscal year, the Company shall, after paying all taxes, offsetting all prior losses, set aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company and set aside or reserving a special reserve according to relevant regulations when necessary. Any remaining amount after the abovementioned payments~~are made shall be~~ ~~distributed as followed:~~ ~~1. Compensations for employees shall be no less than~~ ~~0.05% of the balance.~~	Amend in compliance with Article 235 and 235-1 of “Company Act”.

Remunerations for directors and supervisors shall be no ~~2. Remunerations for directors and supervisors shall be no~~ more than 5% of the balance. ~~more than 5% of the balance.~~ 3. The balance after abovementioned payments are made, ~~3. The balance after abovementioned payments are made,~~ together with unappropriated retained earnings at the together with unappropriated retained earnings at the beginning of the fiscal year, shall be allocated as beginning of the fiscal year, shall set aside at least 50% as shareholders’ dividends pursuant to resolution of the unappropriated retained earnings for shareholders. shareholders’ meeting proposed by Board of Directors. Proposal for Distribution shall be submitted to The employees to receive share dividends shall include shareholders’ meeting for approval by Board of Directors. certain qualified employees from affiliate companies and ~~The employees to receive share dividends shall include~~ the qualification of such employees is to be decided by the ~~certain qualified employees from affiliate companies and~~ Chairman. ~~the qualification of such employees is to be decided by the~~ Because the Company is still in its growth stage, dividend ~~Chairman.~~ policy that the Company intends to adopt is “Balanced Because the Company is still in its growth stage, dividend Dividend Policy”, dividends may be paid in both cash and policy that the Company intends to adopt is “Balanced shares in moderation. The cash dividend distributed Dividend Policy”, dividends may be paid in both cash and annually may not be less than 20% of the total dividends. shares in moderation. The cash dividend distributed However, the actual amount of profit distribution shall be annually may not be less than 20% of the total dividends. determined according to the actual amount profits of the However, the actual amount of profit distribution shall be year and capital needs of the Company in the future. determined according to the actual amount profits of the year and capital needs of the Company in the future. Article 28 Article 28 Amending date added. The Article was enacted on Nov. 25, 2009 and amended The Article was enacted on Nov. 25, 2009 and amended on Nov. 28, 2009 for the first time, on Jan 15, 2010 for the on Nov. 28, 2009 for the first time, on Jan 15, 2010 for the second time, on Feb. 10, 2010 for the third time, on Jun. second time, on Feb. 10, 2010 for the third time, on Jun. 30, 2011 for the fourth time, on Jan. 6, 2012 for the fifth 30, 2011 for the fourth time, on Jan. 6, 2012 for the fifth time, on Jun. 14, 2013 for the sixth time. time, on Jun. 14, 2013 for the sixth time, on Jun. 13, 2016 for the seventh time.

`【` Attachment 2 `】`

CHC Healthcare Group

Detail List of the Directors to Be Released From Non-Competition Restrictions

Director	Restricted Position to Be Released
Independent Director Geng-Wang, Laiw	Adjunct Director of Research Department in Yee Zen General Hospital
Director Tien-Ying, Lee	Director of Swissray Healthcare Holding (H.K.) Limited

`【` Attachment 3 `】`

CHC Healthcare Group 2015 Business Report

Dear Shareholders,

Thank you very much for your continuous support and advice to let CHC Healthcare Group keep on growing in such competitive environment. We would like to take the opportunity to express our deepest appreciations to all the shareholders. With all the support by shareholders and efforts by employees, CHC has done a pretty good job in China markets in 2015. In the future, we will work even harder to create both customers' and shareholders' interest.

1. Operating Results of 2015

(1). Implementation of 2015 Business Plan

2015 consolidated revenue totals NT$2,395,331 thousand, which is a growth over NT$2,091,026 thousand in 2014. Mainly reason for the growth is the synergy effect of acquisition a subsidiary in 2015 has shown up. 2015 profit is NT$222,687 thousand, which decreased comparing with 2014 profit NT$263,793 thousand. Cost of acquisition the subsidiary, expenses of repurchasing unsecured convertible bond and issuing secured convertible bond are the cause of decrease in profit. Operating Results of 2015 is as followed:

NT$ Thousand

is as followed:	NT$Thousand
Item	2015
OperatingRevenue	2,395,331
Gross Profit	759,729
OperatingExpenses	389,815
OperatingIncome	369,914
Profit Before Tax	282,868
Profit for theyear	222,687

(2). Implementation of Budget

It’s unnecessary for the Company to disclose the implementation for budget because the 2015 financial forecast was not released previously.

(3). Financial Analysis

Financial Analysis
	Item	2015	2014
Capital Structure & Liquidity	Debts Ratio(%)	43.82%	38.37%
	Current Ratio(%)	377.71%	168.97%
Profitability	Return on Total Assets(%)	3.32%	4.29%
	Return on Equity (%)	4.34%	5.64%
	Net Margin(%)	9.30%	12.62%
	Basic Earnings Per Share	NT$1.73	NT$2.04

(4). Research and Developments Work

The Group is not in manufacturing industry, thus there is no R&D department.

Perspectives and Operating Strategy for 2016
(1). Product Development Strategy

CHC has always devoted to introducing high-end medical equipment and technology to the country in order to improve the standard of medical treatment and achieve an all-win situation for CHC, patients and medical institutions. Besides maintaining sound relationships with our world renowned manufacturers, we are also in search of new products aggressively through joining exhibitions expected to extend our product line and improve sales revenue using existing sales channels.

(2). Market Expansion Plan

CHC has established a full-service medical management business model with medical institutions in China, in expectation of managing procedure improvement and revenue increase using our rich experience and resources operating radiation oncology departments throughout the years. These are planned to be the demo sites for business expansion in the future. The assessment of introducing radiation oncology equipments into Myanmar, Indonesia and Vietnam are constantly under process considering the lack of large medical equipment in South-East Asia. The official entering into the market has been carried out with our joint venture subsidiary in Indonesia started this Spring.

(3). Technical Training Plan

We believe that quality service and professional employees are the biggest competing advantage of CHC Healthcare Group. We will keep recruiting and training well-qualified teammates, reproducing our profitable business model in Taiwan, no matter to cope with new product introduction or gain access to new market for maintaining high-quality service and good reputation whereas our fast expansion. We have successfully entered China market by offering our technical services, and will continue nurturing our talents to extend the service line into other territories.

(4). Medical Services Policy
Besides rooting in Taiwan’s medical centers by providing medical service of radiation oncology and reproducing the same model into China, CHC is also eager to extend the width and depth in the field of medical service and enhances pattern of cooperation with medical institutions for the purpose of becoming a comprehensive turn-key solution provider.

Chairman: Pei-Lin, Lee CEO: Kung-Yu, Chen CFO: Yi-Chun, Chen

【 Attachment 4 】

CHC Healthcare Group Supervisor’s Report on Review of 2015 Audited Financial Reports

TO: 2016 Annual Shareholders’ Meeting of CHC Healthcare Group

The Board of Directors reports 2015 financial statement (including Consolidated Financial Statements), and were audited by CPA, Hui-Chin, Chou Tseng and Sheng-Wei, Teng of PricewaterhouseCoopers (PwC) Taiwan, which they considered to present a fair view of the Company’s financial position, operating results and cash flows. 2015 Financial Statements, together with 2015 Business Report and Proposal for Distribution of 2015 Profits, have all been audited by us as Supervisors of the Company. We deem no inappropriateness on these documents. Pursuant to Article 219 of “Company Act”, we hereby present the Supervisor’s Report. Please review.

Supervisor: Hwai, Wang Supervisor: Fu-Du, Chen Supervisor: Guo-Dong, Lin

Mar. 24, 2016

`【` Attachment 5 `】`

CHC Healthcare Group Information of Endorsements/Guarantees in 2015

The Company’s information of endorsements/guarantees by Dec. 31, 2015:

Counterparty: Ten 100% owned subsidiaries
Total Amount of Endorsements/Guarantees: NT$ 6,319,812 thousand
Purpose of Endorsements/Guarantees: For subsidiaries’ financing needs
According to the net value on Dec. 31, 2015, the ceiling on total amount of the Company’s endorsements/guarantees is NT$ 15,483,738 thousand and the ceiling on amount of the Company’s endorsements/guarantees to any individual entity is NT$ 10,322,492 thousand. All endorsements/guarantees the Company made are pursuant to “Procedures for Endorsement & Guarantee” and there is no circumstance that the amount exceeds the ceiling.

Item	Item	Counterparty	Counterparty	Amount (NT$ thousand)	Amount (NT$ thousand)
1		Chiu Ho Medical System Co.,Ltd.		3,835,000
2		Tomorrow Medical System Co.,Ltd.		1,120,948
3		Chiu Ho Scientific Co.,Ltd.		111,000
4		J.AB BeautyCo.,Ltd.		6,000
5		Hua Lin Instruments Co.,Ltd.		175,264
6		E CenturyHealth Care Corporation		120,000
7		Tong-Lin Instruments Co., Ltd.		130,000
8		Chiu Ho Biotech Co.,Ltd.		274,000
9		CHC Healthcare(HK),Ltd.		262,600
10		Medlink Healthcare,Ltd.		285,000
		Total Amount		6,319,812
Subsidiaries’ information of endorsements/guarantees byDec. 31,2015:
Item	Provider		Counterparty		Amount (NT$ thousand)
1	Hsing-Yeh Biotechnology Co., Ltd.		CHC Healthcare Group		361,482
2	Hsing-Yeh Biotechnology Co., Ltd.		Chiu Ho Medical System Co., Ltd.		933,474
3	Hsing-Yeh Biotechnology Co., Ltd.		Medlink Healthcare, Ltd.		108,444
Total Amount					1,403,400

5. Subsidiaries’ information of endorsements/guarantees by Dec. 31, 2015:

`【` Attachment 6 `】`

CPA Audit Report Translated From Chinese

PWCR15004423

To the Board of Directors and Shareholders of CHC Healthcare Group

We have audited the accompanying standalone balance sheets of CHC Healthcare Group as of December 31, 2015 and 2014, and the related standalone statements of comprehensive income, of change in equity and of cash flows for the years ended December 31, 2015 and 2014. 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 “Rules Governing Examination of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards and rules 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 statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, based on our audits, the standalone financial statements referred to above present fairly, in all material respects, the financial position of CHC Healthcare Group as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years ended December 31, 2015 and 2014, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan March 24, 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 CPA audit report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

CHC Healthcare Group Standalone Balance Sheet

December 31, 2015 & 2014

(Expressed in Thousands of New Taiwan Dollars)

Assets	2015/12/31
	Amount $ 568,774 1,806 1,527 140,941 3,601 716,649 228,632 6,028,517 4,538 17,386 4,200 2,071 6,285,344 $ 7,001,993 $ - - 2,507 5 13,875 - - 1,826 18,213 4,800 963,173 850,000 4,561 1,822,534 1,840,747 1,397,028 2,882,624 206,661 5,519 762,559 ( 93,145 ) 5,161,246 $ 7,001,993	%
Current assets 1100 Cash and cash equivalents 1180 Accounts receivable due from related parties, net 1200 Other receivables 1210 Other receivables due from related parties 1410 Prepayments 11XX Total current assets Non-current assets 1523 Non-current available-for-sale financial assets 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1840 Deferred tax assets 1980 Other non-current financial assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets Liabilities and Equity		1 - - 1 -
		2
		6 92 - - - -
		98
		100
		2 - - - - - - -
Current liabilities 2100 Short-term borrowings 2120 Current financial liabilities at fair value through profit or loss 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2500 Non-current financial liabilities at fair value through profit or loss 2530 Bonds payable 2540 Long-term borrowings 2570 Deferred tax liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecorded contract commitments 3X2X Total liabilities and equity
		2
		- 17 - -
		17
		19
		23 41 3 - 14 -
		81
		100

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

Chairman: Pei-Lin, Lee

CEO: Kung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group Standalone Statements of Comprehensive Income For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share Data)

Item
4000
Operating revenue
5000
Operating costs
5900
Gross profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
Profit before tax
7950
Tax income
8000
Profit from continuing operations
Other comprehensive income
Components of other
comprehensive income that will
be reclassified to profit (loss)
8361
Exchange differences on
translation
8362
Unrealized losses on valuation of
available-for-sale financial assets
8380
Share of other comprehensive
income of subsidiaries,
associates and joint ventures
accounted for using equity
method
8399
Tax related to components of
other comprehensive income
8300
Other comprehensive income, net
8500
Total comprehensive income
Basic earnings per share
9750
Total basic earnings per share
Diluted earnings per share
9850
Total diluted earnings per share

2015
2014
Notes
Amount
%
Amount
%
6(13),7
$ 377,477
100
$ 368,503
100
6(8)(9)(17),7
(
101,480 ) (
27)(
82,243)(
23)
275,997
73
286,260
77
6(14),7
4,692
1
2,270
1
6(4)(15)
(
31,238 ) (
8) (
1,014)
-
6(16)
(
28,385 ) (
7)(
23,923)(
7)
(
54,931 ) (
14)(
22,667)(
6)
221,066
59
263,593
71
6(18)
5,452
1
2,173
1
226,518
60
265,766
72
(
1,883 )
-
12,496
4
6(2)
(
91,121 ) (
24) (
32,049) (
9)
(
5,877 ) (
2)
-
-
6(18)
11,256
3
331
-
($ 87,625 ) (
23)($ 19,222)(
5)
$ 138,893
37
$ 246,544
67
6(19)
$ 1.73
$ 2.04
6(19)
$ 1.54
$ 2.03

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

Chairman: Pei-Lin, Lee

CEO: Kung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group

Standalone Statements of Change in Equity For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars)

20	For the year ended December 31, 2014 Balance at January 1, 2014 Appropriations of 2013 earnings Legal reserve Cash dividends Exercise of employee stock options Employee stock option compensation cost Employee stock option compensation cost of subsidiary Profit for the year Other comprehensive income (loss) for the year Balance at December 31, 2014 For the year ended December 31, 2015 Balance at January 1, 2015 Appropriations of 2014 earnings Legal reserve Special reserve Cash dividends Cash capital increase Employee stock option compensation cost - cash capital increase Convertible bonds reverse sold Convertible bonds repurchased Conversion option of convertible bonds Exercise of employee stock options Employee stock option compensation cost Employee stock option compensation cost of subsidiary Profit for the year Other comprehensive income (loss) for the year Balance at December 31, 2015	Notes		Share capital – Ordinaryshare				Capital	surplus	surplus						Retained earnings				Other	eq	uity		Total equity
						Sharepremium		Treasuryshare		Employee stock option		Others		Legal reserve		Special reserve		Unappropriated retained earnings		Exchange differences on translation		Unrealized gains (losses) on valuation of available-for-sale financial assets
		6(12) 6(9) 6(12) 6(10) 6(9) 6(6) 6(9)		$ 1,300,000 - - 3,460 - - - - $ 1,303,460 $ 1,303,460 - - - 90,000 - - - - 3,568 - - - - $ 1,397,028		$ 2,238,362 - - 27,554 - - - - $ 2,265,916 $ 2,265,916 - - - 439,200 4,813 57,527 - - 27,625 - - - - $ 2,795,081		$ - - - - - - - - $ - $ - - - - - - - 173 - - - - - - $ 173		$ 44,457 - - ( 16,690 ) 8,163 20,371 - - $ 56,301 $ 56,301 - - - - ( 4,813 ) - - - ( 12,121 ) 6,141 14,262 - - $ 59,770		$ 57,700 - - - - - - - $ 57,700 $ 57,700 - - - - - ( 57,527 ) ( 173 ) 27,600 - - - - - $ 27,600		$ 150,398 29,686 - - - - - - $ 180,084 $ 180,084 26,577 - - - - - - - - - - - - $ 206,661		$ - - - - - - - - $ - $ - - 5,519 - - - - - - - - - - - $ 5,519		$ 852,749 ( 29,686 ) ( 260,000 ) - - - 265,766 - $ 828,829 $ 828,829 ( 26,577 ) ( 5,519 ) ( 260,692 ) - - - - - - - - 226,518 - $ 762,559		$ 2,115 - - - - - - 10,372 $ 12,487 $ 12,487 - - - - - - - - - - - - ( 1,562 ) $ 10,925		$ 11,587 - - - - - - ( 29,594 ) ($ 18,007 ) ($ 18,007 ) - - - - - - - - - - - - ( 86,063 ) ($ 104,070 )		$ 4,657,368 - ( 260,000 ) 14,324 8,163 20,371 265,766 ( 19,222 ) $ 4,686,770 $ 4,686,770 - - ( 260,692 ) 529,200 - - - 27,600 19,072 6,141 14,262 226,518 ( 87,625 ) $ 5,161,246

Note: Compensations for employees $980 in 2014 and $325 in 2013 and remunerations for directors and supervisors $4,800 for both 2014 and 2013 had been deducted from Statements of Comprehensive Income of the year.

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

Chairman: Pei-Lin, Lee

CEO: Kung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group Standalone Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Profit before tax
Adjustments
Adjustments to reconcile profit or loss
Depreciation expenses

Amortization expenses

Net loss on financial liabilities at fair value through
profit or loss

Interest expenses

Interest income

Employee stock option compensation cost

Share of profit of subsidiaries, associates and joint
ventures accounted for under equity method

Discount and amortization on bonds payable

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable due from related parties, net
Other receivables
Prepayments
Other non-current financial assets
Other non-current assets
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Other payables to related parties
Other current liabilities
Cash inflow generated from operations
Interest received
Dividends received
Taxes paid
Interest paid
Net cash provided by operating activities
Cash flows from investing activities
Increase (Decrease) in other receivables due from
related parties
Acquisition of non-current available-for-sale financial
assets

Acquisition of investments accounted for under equity
method
Proceeds from capital reduction of investments
accounted for under equity method
Acquisition of property, plant and equipment
Increase in refundable deposits
Net cash used in investing activities
Cash flows from financing activities
Decrease (Increase) in short-term borrowings

Repayments of bonds
Proceeds from issuing bonds

Cost of issuing bonds

Proceeds in long-term borrowings
Cash dividends

Cash capital increase

Exercise of employee stock options
Net cash provided by (used in) financing
activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Notes
2015
2014
$ 221,066 $ 263,593
6(17)
1,203
676
6(17)
373
246
6(4)
31,219
1,000
6(16)
12,453
372
6(14)
(
4,681 ) (
2,268 )
6(9)
6,141
8,163
6(13)
(
276,567 ) (
263,503 )
6(16)
15,932
23,551

2,394 (
4,200 )
-
3
(
2,466 )
375
(
4,200 )
-
(
1,299 ) (
116 )
405
72
5
-
1,354 (
1,233 )
(
4,100 )
4,100
1,141 (
138)
373
30,693
3,963
3,276
87,354
292,685
(
3,849 ) (
1,852 )
(
12,383) (
356)
75,458
324,446
(
80,000 )
114,000
6(2)
- (
312,000 )
(
620,915 ) (
121,973 )
74,000
59,181
(
52 ) (
5,738 )
(
19) (
1)
(
626,986) (
266,531 )
6(5)
(
70,000 )
70,000
(
1,020,040 )
-
6(6)
1,000,000
-
6(6)
(
4,750 )
-
850,000
-
6(12)
(
260,692 ) (
260,000 )
6(10)
529,200
-
19,072
14,324
1,042,790(
175,676)
491,262 (
117,761 )
77,512
195,273
$ 568,774$ 77,512

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

Chairman: Pei-Lin, Lee

CFO: Yi-Chun, Chen

CEO: Kung-Yu, Chen

CHC Healthcare Group Representation Letter

The entities that are required to be included in the combined financial statements of CHC Healthcare Group as of and for the year ended December 31, 2015, under “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, CHC Healthcare Group and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

CHC Healthcare Group

By Pei-Lin, Lee Chairman

March 24, 2016

CPA Audit Report Translated From Chinese

PWCR15004408

To the Board of Directors and Shareholders of CHC Healthcare Group

We have audited the accompanying consolidated balance sheets of CHC Healthcare Group and its subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, of change 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 “Rules Governing Examination 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CHC Healthcare Group and its subsidiaries as of December 31, 2015 and 2014, and their financial performance and their cash flows for the years then ended, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission(FSC).

We have also audited the standalone financial statements of CHC Healthcare Group as of and for the years ended December 31, 2015 and 2014, on which we have expressed a standard unqualified opinion on such financial statements.

PricewaterhouseCoopers, Taiwan March 24, 2016

The accompanying consolidated 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 consolidated financial statements and CPA audit report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in Republic of China, and their applications in practice.

CHC Healthcare Group And Subsidiaries Consolidated Balance Sheet

December 31, 2015 & 2014

(Expressed in Thousands of New Taiwan Dollars)

				2015/12/31			2014/12/31
	Assets	Notes		Amount	%		Amount	%
	Current assets
1100	Cash and cash equivalents	6(1)	$	1,257,833	13	$	558,333	7
1150	Notes receivable, net	6(3),8		57,592	1		104,661	2
1160	Notes receivable due from	7
	related parties, net			157,954	2		3,365	-
1170	Accounts receivable, net	6(4)		851,427	9		600,770	8
1180	Accounts receivable due from	7
	related parties, net			41,206	-		1,750	-
1200	Other receivables			1,432	-		123	-
1210	Other receivables due from	7
	related parties			2,582	-		-	-
1220	Current tax assets			5,195	-		13,172	-
130X	Inventories	6(5)(6)		327,092	3		401,576	5
1410	Prepayments	7		133,258	1		107,602	2
1470	Other current assets	8		2,902	-		22,053	-
11XX	Total current assets			2,838,473	29		1,813,405	24
	Non-current assets
1523	Non-current available-for-sale	6(2),7
	financial assets			263,353	3		361,153	5
1600	Property, plant and equipment	6(6),8		4,550,081	46		4,671,616	61
1760	Investment property, net	6(7),8		1,160,819	12		-	-
1780	Intangible assets	6(28)		161,746	1		11,129	-
1840	Deferred tax assets	6(25)		49,139	-		15,379	-
1900	Other non-current assets	6(6)(8),7,8		883,558	9		738,698	10
15XX	Total non-current assets			7,068,696	71		5,797,975	76
1XXX	Total assets		$	9,907,169	100	$	7,611,380	100

(Continued)

CHC Healthcare Group And Subsidiaries Consolidated Balance Sheet

December 31, 2015 & 2014

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	2015/12/31
	Amount $ 274,988 - 54,520 156,841 15,307 70,409 6,303 50,986 21,871 100,274 751,499 4,800 963,173 2,523,263 10,631 45,772 41,842 3,589,481 4,340,980 1,397,028 2,882,624 206,661 5,519 762,559 ( 93,145 ) 5,161,246 404,943 5,566,189 $ 9,907,169	%
Current liabilities 2100 Short-term borrowings 2120 Current financial liabilities at fair value through profit or loss 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2250 Current provisions 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2500 Non-current financial liabilities at fair value through profit or loss 2530 Bonds payable 2540 Long-term borrowings 2550 Non-current provisions 2570 Deferred tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to owners of parent 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecorded contract commitments Significant subsequent events 3X2X Total liabilities and equity		9 - - 1 - 1 - 1 - 2
		14
		- 13 11 - - -
		24
		38
		17 32 2 - 11 -
		62
		-
		62
		100

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

Chairman: Pei-Lin, Lee

CEO: Kung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group And Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share Data)

Item	2015 2014 Notes Amount % Amount % 6(20)(27),7 $ 2,395,331 100 $ 2,091,026 100 6(5)(24),7 ( 1,635,602)( 68)( 1,484,277)( 71) 759,729 32 606,749 29 6(15)(16)(24)(27) (28) ( 136,711 ) ( 6) ( 95,402) ( 4) ( 253,104 )( 10)( 137,901)( 7) ( 389,815)( 16)( 233,303)( 11) 369,914 16 373,446 18 6(21) 7,656 - 7,689 1 6(6)(10)(22) ( 28,185 ) ( 1) ( 15,830) ( 1) 6(12)(23) ( 66,517 )( 3)( 40,897)( 2) ( 87,046)( 4)( 49,038)( 2) 282,868 12 324,408 16 6(25) ( 60,181 )( 3)( 60,615)( 3) $ 222,687 9 $ 263,793 13 ($ 1,883 ) - $ 12,496 1 6(2) ( 97,800 ) ( 4) ( 32,049) ( 2) 6(25) 12,058 1 331 - ($ 87,625)( 3)($ 19,222)( 1) $ 135,062 6 $ 244,571 12 $ 226,518 9 $ 265,766 13 ($ 3,831) - ($ 1,973) - $ 138,893 6 $ 246,544 12 ($ 3,831 ) - ($ 1,973) - 6(26) $ 1.73 $ 2.04 6(26) $ 1.54 $ 2.03
4000 Operating revenue 5000 Operating costs 5950 Gross profit Operating expenses 6100 Selling expenses 6200 Administrative expenses 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before tax 7950 Tax expense 8200 Profit Other comprehensive income Components of other comprehensive income that will be reclassified to profit (loss) 8361 Exchange differences on translation 8362 Unrealized losses on valuation of available-for-sale financial assets 8399 Tax related to components of other comprehensive income 8300 Other comprehensive income, net 8500 Total comprehensive income Profit (loss), attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests Basic earnings per share 9750 Total basic earnings per share Diluted earnings per share 9850 Total diluted earnings per share

Item

2015
2014
Notes
Amount
%
Amount
%
6(20)(27),7
$ 2,395,331
100
$ 2,091,026
100
6(5)(24),7
(
1,635,602)(
68)(
1,484,277)(
71)
759,729
32
606,749
29
6(15)(16)(24)(27)
(28)
(
136,711 ) (
6) (
95,402) (
4)
(
253,104 )(
10)(
137,901)(
7)
(
389,815)(
16)(
233,303)(
11)
369,914
16
373,446
18
6(21)
7,656
-
7,689
1
6(6)(10)(22)
(
28,185 ) (
1) (
15,830) (
1)
6(12)(23)
(
66,517 )(
3)(
40,897)(
2)
(
87,046)(
4)(
49,038)(
2)
282,868
12
324,408
16
6(25)
(
60,181 )(
3)(
60,615)(
3)
$ 222,687
9
$ 263,793
13
($ 1,883 )
-
$ 12,496
1
6(2)
(
97,800 ) (
4) (
32,049) (
2)
6(25)
12,058
1
331
-
($ 87,625)(
3)($ 19,222)(
1)
$ 135,062
6
$ 244,571
12
$ 226,518
9
$ 265,766
13
($ 3,831)
-
($ 1,973)
-
$ 138,893
6
$ 246,544
12
($ 3,831 )
-
($ 1,973)
-
6(26)
$ 1.73
$ 2.04
6(26)
$ 1.54
$ 2.03

4000
Operating revenue
5000
Operating costs
5950
Gross profit
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6000
Total operating expenses
6900
Net operating income
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating
income and expenses
7900
Profit before tax
7950
Tax expense
8200
Profit
Other comprehensive income
Components of other
comprehensive income that
will be reclassified to profit
(loss)
8361
Exchange differences on
translation
8362
Unrealized losses on
valuation of
available-for-sale financial
assets
8399
Tax related to components
of other comprehensive
income
8300
Other comprehensive
income, net
8500
Total comprehensive income
Profit (loss), attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income
attributable to:
8710
Owners of parent
8720
Non-controlling interests
Basic earnings per share
9750
Total basic earnings per
share
Diluted earnings per share
9850
Total diluted earnings per
share

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

Chairman: Pei-Lin, Lee

CEO: Kung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group And Subsidiaries Consolidated Statements of Change in Equity For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars)

Notes						Equityattributa	to owners ofpare	nt							Non- controllinginterests	Total equity
	Share capital – Ordinaryshare		Capital	surplus			R	eta	ined earnings		Other	eq	uity	Total
		Sharepremium	Treasuryshare		Employee stock option	Others	Legal reserve		Special reserve	Unappropriated retained earnings	Exchange differences on translation		Unrealized gains (losses) on valuation of available- for- sale financial assets
6(19) 6(19) 6(17) 6(17) 6(16) 6(16)	$ 1,300,000 - - 3,460 - - - - $ 1,303,460 $ 1,303,460 - - - 90,000 - - - - 3,568 - - - - - $ 1,397,028	$ 2,238,362 - - 27,554 - - - - $ 2,265,916 $ 2,265,916 - - - 439,200 4,813 57,527 - - 27,625 - - - - - $ 2,795,081	$ - - - - - - - - $ - $ - - - - - - - 173 - - - - - - - $ 173		$ 44,457 - - ( 16,690 ) 8,163 20,371 - - $ 56,301 $ 56,301 - - - - ( 4,813 ) - - - ( 12,121 ) 6,141 14,262 - - - $ 59,770	$ 57,700 - - - - - - - $ 57,700 $ 57,700 - - - - - ( 57,527 ) ( 173 ) 27,600 - - - - - - $ 27,600	$ 150,398 29,686 - - - - - - $ 180,084 $ 180,084 26,577 - - - - - - - - - - - - - $ 206,661		$ - - - - - - - - $ - $ - - 5,519 - - - - - - - - - - - - $ 5,519	$ 852,749 ( 29,686 ) ( 260,000 ) - - - 265,766 - $ 828,829 $ 828,829 ( 26,577 ) ( 5,519 ) ( 260,692 ) - - - - - - - - 226,518 - - $ 762,559	$ 2,115 - - - - - - 10,372 $ 12,487 $ 12,487 - - - - - - - - - - - - ( 1,562 ) - $ 10,925		$ 11,587 - - - - - - ( 29,594 ) ($ 18,007 ) ($ 18,007 ) - - - - - - - - - - - - ( 86,063 ) - ($ 104,070 )	$ 4,657,368 - ( 260,000 ) 14,324 8,163 20,371 265,766 ( 19,222 ) $ 4,686,770 $ 4,686,770 - - ( 260,692 ) 529,200 - - - 27,600 19,072 6,141 14,262 226,518 ( 87,625 ) - $ 5,161,246	$ 5,747 - - - - - ( 1,973 ) - $ 3,774 $ 3,774 - - - - - - - - - - - ( 3,831 ) - 405,000 $ 404,943	$ 4,663,115 - ( 260,000 ) 14,324 8,163 20,371 263,793 ( 19,222 ) $ 4,690,544 $ 4,690,544 - - ( 260,692 ) 529,200 - - - 27,600 19,072 6,141 14,262 222,687 ( 87,625 ) 405,000 $ 5,566,189

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

CEO: Kung-Yu, Chen

Chairman: Pei-Lin, Lee

CFO: Yi-Chun, Chen

CHC Healthcare Group And Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Profit before tax
Adjustments
Adjustments to reconcile profit or loss
Provision for bad debt expense
Depreciation expenses

Loss on disposal of property, plant and
equipment

Interest expenses
Interest income

Net loss on financial liabilities at fair value
through profit or loss

Discount and amortization on bonds payable
Employee stock option compensation cost

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net
Notes receivable due from related parties,
net

Accounts receivable, net
Accounts receivable due from related
parties, net

Other receivables
Inventories

Prepayments
Other current assets
Other non-current assets - Long-term notes
and accounts receivable

Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Current provisions
Other current liabilities
Non-current provisions
Other non-current liabilities
Cash inflow generated from operations
Interest paid

Interest received
Taxes paid
Net cash provided by operating activities

Notes
2015
2014
$ 282,868 $ 324,408
1,894
447
6(6)
389,230
353,329
6(6)
304
3,126
56,702
23,013
6(21)
(
3,045 ) (
1,653 )
6(22)
31,219
1,000
6(23)
15,932
23,551
6(16)
20,403
28,534
151,674 (
24,311 )
7
(
154,589 ) (
3,365 )
(
194,961 ) (
86,902 )
7
(
42,018 ) (
1,750 )
(
1,309 )
295
6(5)
116,066 (
22,140 )
(
25,656 )
37,044
9,614 (
618 )
6(8)
(
70,760 )
77,338
(
17,832 ) (
8,883 )
62,126 (
27,287 )
33,027 (
902 )
7,457
1,519
(
33,775 )
45,463
(
3,335 )
4,857
(
11,127 ) (
14,129 )
620,109
731,984
6(23)
(
55,709 ) (
24,459 )
3,025
1,653
(
62,525 ) (
74,945 )

504,900
634,233

(Continued)

CHC Healthcare Group And Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities
Decrease in other current assets
Acquisition of non-current available-for-sale
financial assets

Acquisition of property, plant and equipment

Capitalize interest associated with acquisition of
property, plant and equipment
Proceeds from disposal of property, plant and
equipment

Increase in refundable deposits

Decrease in refundable deposits

Increase in other non-current assets
Net cash flow from acquisition of subsidiaries

Net cash used in investing activities
Cash flows from financing activities
Increase in short-term borrowings
Decrease in short-term borrowings
Repayments of bonds
Proceeds from issuing bonds

Cost of issuing bonds

Proceeds from long-term borrowings
Repayments of long-term borrowings
Cash dividends

Increase in guarantee deposits received
Cash capital increase

Exercise of employee stock options
Change in non-controlling interests
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Notes
2015
2014
$ 10,158 $ 102,908
6(2)
- (
353,400 )
6(6)
(
242,905 ) (
871,434 )
(
8,681 ) (
9,678 )
6(6)
48
1,000
6(8)
(
74,497 ) (
128,180 )
6(8)
57,687
101,322
(
62,990 ) (
78,822 )
6(28)
(
1,134,428 )
-
(
1,455,608 ) (
1,236,284 )
4,063,842
2,065,114
(
4,444,714 ) (
2,138,468 )
(
1,020,040 )
-
6(12)
1,000,000
-
6(12)
(
4,750 )
-
1,782,800
836,111
(
461,123 ) (
71,433 )
6(19)
(
260,692 ) (
260,000 )
36,658
3,471
6(17)
529,200
-
19,072
14,324
405,000
-

1,645,253
449,119
4,955
6,645

699,500 (
146,287 )
558,333
704,620
$ 1,257,833 $ 558,333

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

Chairman: Pei-Lin, Lee

CEO: Kung-Yu, Chen

CFO: Yi-Chun, Chen

`【` Appendix 1 `】`

Articles of Incorporation Of

CHC Healthcare Group (The “Company”)

Chapter 1 General Provisions

Article 1

The Company is incorporated as a company limited by shares under “Company Act”, and its name is “CHC Healthcare Group”.

Article 2

The scope of business of the Company is as follow:

H201010 Investment

Article 3

The Company has its head-office in Taipei City and, if necessary, may set up branches in and out of this country upon a resolution of its Board of Directors.

Article 4

When necessary for its operations, the Company may provide endorsements/guarantees in accordance with the procedure made by its Board of Directors.

Article 4-1

The Company may transfer the holding shares of “Chiu Ho Medical System Co., Ltd.” and “Tomorrow Medical System Co., Ltd.” after getting approval on shareholders’ meeting. Or the Company may waived cash capital increase plan to the two companies mentioned above after getting approval on shareholders’ meeting.

Chapter 2 Shares

Article 5

The total capital amount of the Company is NT$2 billion accounting for 200 million shares, issued in installments, at a par value of NT$10 per share. Board of Directors is authorized to issue the unissued shares depending on actual situation.

A total of NT$50 million among the above total capital amount should be reserved for issuing employee stock option certificates, preferred shares with warrants or corporate bonds with warrants. Board of Directors is authorized to issue in installments.

Exercise price of employee stock option certificates is not limit by relevant laws, only the issuance need a resolution at a shareholders’ meeting shall be adopted if voted in favor by two-thirds of the votes at a shareholders’ meeting at which shareholders of more than one-half of the total issued and outstanding shares are present and shall be carried out by installments within one year of the date of the resolution of the shareholders’ meeting.

Article 6

The share certificate of the Company shall all be name-bearing, numbering and shall be signed by, affixed with the seals or by signature of, at least three directors of the Company, and issued after duly authentication pursuant to the law. The Company may issue shares without printing share certificates, only shall be in custody or registration under centralized securities depository enterprise, which also applies in issuance of corporate bonds.

Article 7

Registration for transfer of shares shall all be suspended 60 days before the convocation of any general shareholders’ meeting, 30 days before the convocation of any special shareholders' meeting, or 5 days before the record day for distribution of dividend, interest and bonus or any other benefit as scheduled by the Company.

Article 8

All shareholder services of the Company shall follow “Regulations Governing the Administration of Shareholder Services of Public Companies” unless specified otherwise by law and securities regulations.

Chapter 3 Shareholders' Meeting

Article 9

Shareholders’ meetings of the Company are of two types:

General shareholders’ meeting, which shall be convened at least once a year and within six months after the end of each fiscal year.
Special shareholders' meeting, which shall be convened in accordance with laws when necessary.

Shareholders’ meetings mentioned above shall be convened by Board of Directors unless specified otherwise by law and securities regulations.

Article 10

The chair of the shareholders’ meeting shall be appointed in accordance with Article 182-1 and 208-3 of “Company Act”.

Article 11

In case a shareholder is unable to attend a shareholders’ meeting, he/she may issue proxy printed by the Company setting forth the scope of authorization by signing or affixing his/her seal on the proxy form for the representative to be present on his/her behalf. Except for complying with Article 177 of “Company Act” and Article 25-1 of “Securities and Exchange Act”, use of Proxies shall follow “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.

Article 12

Shareholders of the Company shall have one voting power in respect of each share in his/her/its possession, except the shares shall have no voting power in the circumstances set forth in Article 157 of “Company Act”.

Article 13

Unless otherwise provided in relevant laws, resolution shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 14

If the Company is organized by a single juristic person shareholder shall be free from restrictive requirement set out in the Article. The functional duties and power of the shareholders' meeting of the Company shall be exercised by Board of Directors.

Article 15

The proposal of ceasing the Company’s status as a public company shall be approved by a resolution made at shareholders’ meeting, and the Company shall also make an application to the competent authority. And this Article 15 shall not be altered during when the Company is listed (whether exchange-listed, OTC-listed, or registered on emerging-stock market).

Chapter 4 Directors, Supervisors and Managerial Officers

Article 16

The Company shall have at least five but no more than nine directors and three supervisors to be elected at the shareholders’ meeting by the shareholders from any person with legal capacity to serve a term of three years. All of the directors and supervisors are eligible for re-election.

The percentage of aggregate shareholding of all directors and supervisors shall comply with the regulations prescribed by the supervisory authority of securities. The Company may take out liability insurance for all the directors and supervisors with respect to liabilities resulting

from the performance of duties during their terms of office. The Board of Directors has complete authority to handle relevant insurance matters.

At least two directors or one-fifth of all directors, whichever is higher, shall be the independent directors. A candidates nomination system is adopted by the Company when electing independent directors. At the shareholders’ meeting, the shareholders shall elect the directors from among the nominees listed in the roster of independent director candidates. The terms, the qualification, the limitations of shareholding and concurrently serving other positions, the methods of nomination and election and other related matters of independent directors shall be subject to relevant laws.

Article 17

Chairman of the Board of Directors shall be elected by majority of directors present at a meeting attended by more than two thirds of directors. The Chairman shall be the externally representative of the Company.

Article 18

Meetings of the Board of Directors shall be convened by the Chairman unless specified otherwise by “Company Act”. Also, unless otherwise provided for “Company Act”, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 19

Meeting of Board of Directors shall be convened at least quarterly. When calling a meeting of the Board of Directors, a notice setting forth therein the subjects to be discussed at the meeting shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. In case the Chairman is on leave or absent or unable to exercise his/her power and authority for any cause, the situation shall be handled in accordance with Article 208 of “Company Act”. Each director shall attend the meeting of the board of directors in person. In case the director is on leave or absent, he/she may appoint another director to attend a meeting of the board of directors in his/her behalf. He/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.

In case a meeting of the Board of Directors is processed via visual communication network, when a director taking part in such a visual communication meeting, he/she shall be deemed to have attended the meeting in person.

Article 20

Remunerations for all directors and supervisors shall be paid whether the Company has profit or loss. The Board of Directors has complete authority to decide the amount of remunerations according to involvements and contributions to the operation of the Company and at the normal rate adopted by other firms of the same industry.

Article 21

A company may have one or more managerial officers. And the appointment, removal and remunerations of the managerial officers shall be subject to Article 29 of “Company Act”.

Chapter 5 Accounting

Article 22

The fiscal year for the Company shall be from January 1 of each year to December 31 of the same year. At the end of each fiscal year, the Company shall do the final accounts.

Article 23

According to Article 228 of “Company Act”, at the end of each fiscal year, the Board of Directors shall prepare the following statements and records and shall forward the same to

supervisors for their auditing not later than 30 day prior to the meeting date of a general shareholders’ meeting:

Business report
Financial statements
Surplus earning distribution or loss off-setting proposals

Article 24

Distribution of the dividends and bonuses shall be effected in proportion to the number of shares held by each shareholder accordingly. The Company shall not distribute dividends or bonuses when there is no surplus earnings.

Article 25

If the Company has earnings in a fiscal year, the Company shall, after paying all taxes, offsetting all prior losses, set aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company and set aside or reserving a special reserve according to relevant regulations when necessary. Any remaining amount after the abovementioned payments are made shall be distributed as followed:

Compensations for employees shall be no less than 0.05% of the balance.
Remunerations for directors and supervisors shall be no more than 5% of the balance.
The balance after abovementioned payments are made, together with unappropriated retained earnings at the beginning of the fiscal year, shall be allocated as shareholders’ dividends pursuant to resolution of the shareholders’ meeting proposed by Board of Directors.

The employees to receive share dividends shall include certain qualified employees from affiliate companies and the qualification of such employees is to be decided by the Chairman. Because the Company is still in its growth stage, dividend policy that the Company intends to adopt is “Balanced Dividend Policy”, dividends may be paid in both cash and shares in moderation. The cash dividend distributed annually may not be less than 20% of the total dividends. However, the actual amount of profit distribution shall be determined according to the actual amount profits of the year and capital needs of the Company in the future.

Article 26

Distribution of shareholders’ dividends shall be conducted according to the shareholders' roster within 5 days prior to the target date fixed by the Company for distribution of dividends and bonus.

Chapter 6 Supplementary Provisions

Article 27

Any other matters not set forth in the Article shall be dealt with in accordance with “Company Act” and other applicable laws, rules, and regulations.

Article 28

The Article was enacted on Nov. 25, 2009 and amended on Nov. 28, 2009 for the first time, on Jan 15, 2010 for the second time, on Feb. 10, 2010 for the third time, on Jun. 30, 2011 for the fourth time, on Jan. 6, 2012 for the fifth time, on Jun. 14, 2013 for the sixth time.

CHC Healthcare Group By Pei-Lin, Lee Chairman

`【` Appendix 2 `】`

Rules of Procedure for Shareholders’ Meetings

Of

CHC Healthcare Group (The “Company”)

Article 1

To establish a strong governance system and sound supervisory capabilities for shareholders’ meetings of the Company, and to strengthen management capabilities, the Rule is adopted pursuant to Article 5 of “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.

Article 2

The rules of procedures for shareholders’ meetings of the Company, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, shareholders’ meetings of the Company shall be convened by the Board of Directors.

The Company shall prepare electronic versions of the shareholders’ meeting announcement and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

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

Election or dismissal of directors or supervisors, amendments to “ Articles of Incorporation ” , the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of “Company Act”, Articles 26-1 and 43-6 of “Securities and Exchange Act”, or Articles 56-1 and 60-2 of “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” shall be set out in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.

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

Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time

period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

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

Article 4

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

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6

The Company shall specify in its shareholders’ meeting announcement the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

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

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

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

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

Article 7

If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board of Directors. When the Chairman of the Board of Directors is on leave or for any reason unable to exercise the powers of the Chairman, he/she shall appoint one of the directors to act as chair. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

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

It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman of the Board of Directors in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

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

Article 8

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of “Company Act”, the recording shall be retained until the conclusion of the litigation.

Article 9

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

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

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

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

Article 10

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

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting

convened by a party with the power to convene that is not the Board of Directors.

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

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

Article 11

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

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

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

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

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

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

Article 12

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

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

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

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

Article 13

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

When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders ’ meeting announcement. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

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

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, 2 business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in “Company Act” and the Company's “Articles of Incorporation”, the approval of a proposal shall require over half of the voting rights represented by the attending shareholders. If no shareholders object after inquiries by the chair, proposals are also deemed approved.

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

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

Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14

The election of directors or supervisors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

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

Article 15

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

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement.

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

Article 16

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

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

Article 17

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

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

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

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

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

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

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

Article 19

The Rule, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

`【` Appendix 3 `】`

CHC Healthcare Group Shareholdings of All Directors and Supervisors

Title	Name	Current Shareholdings (Shares)(Note 2)
Chairman	Princeton Healthcare Limited Representative: Pei-Lin,Lee	28,257,983
Director	Tien-Ying, Lee	8,922,985
Director	Chun-Shung, Huang	0
Director	Yen-Hsin Investment Ltd. Representative: Yung-Shun,Chuang	177,262
Independent Director	Chang-Jian, Ho	0
Independent Director	Gui-Duan, Chen	0
Independent Director	Geng-Wang, Laiw	0
Supervisor	Fu-Du, Chen	4,000
Supervisor	Hwai, Wang	0
Supervisor	Guo-Dong, Lin	1,223,154
Shareholdings of All Directors		37,358,230
Shareholdings of All Supervisors		1,227,154
Minimum Shareholdings Required for All Directors		8,384,025
Minimum Shareholdings Required for All Supervisors		838,402

Note 1: Total shares issued of the Company: 139,733,750 Shares.

Note 2: Book closure starting date of 2016 Annual Shareholders’ Meeting: 2016/04/15

AI assistant

CHC — AGM Information 2016

52389_rns_2016-07-28_124af1dd-249a-410c-9efa-c85898e3cc12.pdf

CHC Healthcare Group

2016 Annual Shareholders’ Meeting

Meeting Agenda

Table of Contents

CHC Healthcare Group

1. Commencement

7. Meeting Adjourned

CHC Healthcare Group

Meeting Agenda for 2016 Annual Shareholders’ Meeting

1. Commencement

4. Reporting Items

5. Approval Items

Discussion Items

2. To release the directors from non-competition restrictions

Reporting Items

Approval Items

1. 2015 Business Report and Financial Statements

2. Proposal for Distribution of 2015 Profits

CHC Healthcare Group 2015 Earning Distribution Table

Extempore Motion

Meeting Adjourned

CHC Healthcare Group

Comparison Table of Revised Articles of “Articles of Incorporation”

【 Attachment 2 】

CHC Healthcare Group

Detail List of the Directors to Be Released From Non-Competition Restrictions

【 Attachment 3 】

CHC Healthcare Group 2015 Business Report

Dear Shareholders,

1. Operating Results of 2015

(1). Implementation of 2015 Business Plan

(2). Implementation of Budget

(3). Financial Analysis

TO: 2016 Annual Shareholders’ Meeting of CHC Healthcare Group

【 Attachment 5 】

CHC Healthcare Group Information of Endorsements/Guarantees in 2015

5. Subsidiaries’ information of endorsements/guarantees by Dec. 31, 2015:

【 Attachment 6 】

CPA Audit Report Translated From Chinese

PWCR15004423

To the Board of Directors and Shareholders of CHC Healthcare Group

PricewaterhouseCoopers, Taiwan March 24, 2016

CHC Healthcare Group Standalone Balance Sheet

December 31, 2015 & 2014

CHC Healthcare Group Standalone Statements of Comprehensive Income For the Years Ended December 31, 2015 and 2014

CHC Healthcare Group

Standalone Statements of Change in Equity For the Years Ended December 31, 2015 and 2014

CHC Healthcare Group Standalone Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

CHC Healthcare Group Representation Letter

CHC Healthcare Group

PWCR15004408

To the Board of Directors and Shareholders of CHC Healthcare Group

PricewaterhouseCoopers, Taiwan March 24, 2016

CHC Healthcare Group And Subsidiaries Consolidated Balance Sheet

December 31, 2015 & 2014

CHC Healthcare Group And Subsidiaries Consolidated Balance Sheet

December 31, 2015 & 2014

(Expressed in Thousands of New Taiwan Dollars)

CHC Healthcare Group And Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2015 and 2014

CHC Healthcare Group And Subsidiaries Consolidated Statements of Change in Equity For the Years Ended December 31, 2015 and 2014

CHC Healthcare Group And Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

CHC Healthcare Group And Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

【 Appendix 1 】

Articles of Incorporation Of

CHC Healthcare Group (The “Company”)

Chapter 1 General Provisions

Article 1

Chapter 2 Shares

Article 6

Article 7

Chapter 3 Shareholders' Meeting

Chapter 4 Directors, Supervisors and Managerial Officers

Chapter 5 Accounting

Chapter 6 Supplementary Provisions

CHC AGM Information 2016

`【` Attachment 2 `】`

`【` Attachment 3 `】`

`【` Attachment 5 `】`

`【` Attachment 6 `】`

`【` Appendix 1 `】`

`【` Appendix 2 `】`

`【` Appendix 3 `】`