CHC - AGM Information 2017 | FinancialReports.eu

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CHC Healthcare Group

2017 Annual Shareholders’ Meeting

Meeting Agenda

Date of the Meeting: June 13, 2017 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. Report Items			4
2. Matters for Ratification			5
3. Matters for Discussion			7
4. Elections			9
5. Other Proposals			11
6. Extemporary Motions			12
7. Meeting Adjourned			12
`Ⅲ`. Attachment
Attachment 1.	2016 Business Report		13
Attachment 2.	Supervisor’s Report on Review of 2016 Audited Financial Reports		15
Attachment 3.	Information of Endorsements/Guarantees in 2016		16
Attachment 4.	2016 Financial Statements and Report of Independent Accountants (Including Consolidated Financial Statements)		17
Attachment 5.	Comparison Table of Revised Articles of “Articles of	Incorporation”	38
Attachment 6.	Comparison Table of Revised Articles of “Procedures for Election of Directors and Supervisors”		41
Attachment 7.	Comparison Table of Revised Articles of “Rules Shareholders’ Meetings”	of Procedure for	45
Attachment 8.	Comparison Table of Revised Articles of “Procedures Governing the Acquisition or Disposal of Assets”		48
Attachment 9.	Comparison Table of Revised Articles of “Operational Procedures for Loaning Funds to Others”		54
Attachment 10.	Comparison Table of Revised Articles of Endorsement & Guarantee”	“Procedures for	57
`Ⅳ`. Appendix
Appendix 1.	Articles of Incorporation		59
Appendix 2.	Rules of Procedure for Shareholders’ Meetings		63
Appendix 3.	Procedures for Election of Directors and Supervisors		69
Appendix 4.	Shareholdings of All Directors and Supervisors		72

CHC Healthcare Group

Meeting Procedure for 2017 Annual Shareholders’ Meeting

1. Commencement

Chairman’s Address

3. Report Items

4. Matters for Ratification

5. Matters for Discussion

6. Elections

7. Other Proposals

8. Extemporary Motions

9. Meeting Adjourned

CHC Healthcare Group

Meeting Agenda for 2017 Annual Shareholders’ Meeting

Date of the Meeting: June 13, 2017 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

2. Chairman’s Address

3. Report Items

(1). 2016 Business Report
(2). Supervisor’s Report on review of 2016 audited financial reports
(3). To report the distribution of the compensations for employees and remunerations for directors and supervisors of 2016
(4). To report the information of endorsements/guarantees in 2016

4. Matters for Ratification

(1). 2016 Business Report and Financial Statements

(2). Proposal for 2016 Earnings Distribution

5. Matters for Discussion

(1). Amendment to the Company's “Articles of Incorporation”
(2). Amendment to the Company's “Procedures for Election of Directors and Supervisors”
(3). Amendment to the Company's “Rules of Procedure for Shareholders’ Meetings”
(4). Amendment to the Company's “Procedures Governing the Acquisition or Disposal of Assets”
(5). Amendment to the Company's “Operational Procedures for Loaning Funds to Others” and “Procedures for Endorsement & Guarantee”

6. Elections

(1). To elect directors of the Company’s Board of Directors for the 5th term

7. Other Proposals

(1). To release the new directors and their representatives from non-competition restrictions
Extemporary Motions

9. Meeting Adjourned

Report Items

1. 2016 Business Report

Explanation: Please refer to Attachment 1 (p13-14).
Supervisor’s Report on review of 2016 audited financial reports Explanation: Please refer to Attachment 2 (p15).
To report the distribution of the compensations for employees and remunerations for directors and supervisors of 2016
Explanation: (1). According to paragraph 1 of Article 24-1 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.
- (2). The Company’s 7th Compensation Committee’s meeting of the 3rd term approved employees' compensation for NT$ 170,000 (0.1%) and directors' and supervisors’ remuneration for NT$ 4,800,000 (2.8%). All the compensations and remunerations will be paid in cash.
To report the information of endorsements/guarantees in 2016 Explanation: Please refer to Attachment 3 (p16).

Matters for Ratification

1. 2016 Business Report and Financial Statements

(Proposed by Board of Directors)

Explanation: (1). The Company’s 2016 Financial Statements (including Consolidated Financial Statements) were audited by independent accountants, Sheng-Wei, Teng and Hsiao-Tzu, Chou of PricewaterhouseCoopers (PwC) Taiwan. Supervisors of the Company have examined both 2016 Business Report and Financial Statements and issued Supervisor’s Report.
(2). For 2016 Business Report, Supervisor’s Report, Report of Independent Accountants and 2016 Financial Statements (including Consolidated Financial Statements), please refer to Attachment 1 (p13-14), Attachment 2 (p15) and Attachment 4 (p17-37).
(3). Please ratify it.

Resolution:

2. Proposal for 2016 Earnings Distribution

(Proposed by Board of Directors)

Explanation: (1). The Company’s net profit after tax of 2016 is NT$ 158,932,373. After setting aside the legal reserve for NT$ 15,893,237, special reserve for NT$ 78,849,191 based on Article 41-1 of “Securities and Exchange Act” and then adding adjusted unappropriated retained earnings at the beginning of 2016 for NT$ 367,810,087, the distributable unappropriated retained earnings at the end of 2016 is NT$ 432,000,032. Proposal for earnings distribution is as followed ：

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CHC Healthcare Group Table of 2016 Earnings Distribution

Item	Amount(NT$)	Amount(NT$)
	Subtotal	Total
Unappropriated retained earnings at the beginningof 2016		372,316,501
Deduct: Adjustment of transactions with non-controllinginterests	(4,506,414)
Adjusted unappropriated retained earnings at the beginningof 2016		367,810,087
Add: Netprofit after tax of 2016	158,932,373
Deduct: Legal reserve	(15,893,237)
Deduct: Special reserve	(78,849,191)
Subtotal		64,189,945
Distributable unappropriated retained earnings at the end of 2016		432,000,032
Distribution items:
Cash dividends(NT$1.004588919per share)		140,489,500
Unappropriated retained earnings at the end of 2016		291,510,532
Chairman: Pei-Lin, Lee CEO: Goung-Yu, Chen CFO: Yi-Chun, Chen

(2). 2016 earnings distribution is first distributed from earnings in 2016 which is distributable.
(3). 2016 earnings distribution is based on the number of outstanding shares on December 31, 2016 (139,847,750 shares), and will distribute cash dividend of NT$1.004588919 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 ratify it.

Resolution:

Matters for Discussion

1. Amendment to the Company's “Articles of Incorporation”

(Proposed by Board of Directors)

Explanation: (1). The wording is revised as appropriate to cater for the Company's establishment of an audit committee according to Article 14-4 of “Securities and Exchange Act” and to meet the Company’s operational needs.
(2). Please refer to Attachment 5 (p38-40) for comparison table of revised articles.
(3). Please start discussion.

Resolution:

Amendment to the Company's “Procedures for Election of Directors and Supervisors” (Proposed by Board of Directors)
Explanation: (1). The wording is revised as appropriate and title of the procedure is renamed as “Procedures for Election of Directors” to cater for the Company's establishment of an audit committee.
- (2). Please refer to Attachment 6 (p41-44) for comparison table of revised articles.
- (3). Please start discussion.

Resolution:

3. Amendment to the Company's “Rules of Procedure for Shareholders’ Meetings”

(Proposed by Board of Directors)

Explanation: (1). The wording is revised as appropriate to cater for the Company's establishment of an audit committee.
(2). Please refer to Attachment 7 (p45-47) for comparison table of revised articles.
(3). Please start discussion.

Resolution:

(Continued on Next Page)

Amendment to the Company's “Procedures Governing the Acquisition or Disposal of Assets”

(Proposed by Board of Directors)

Explanation: (1). The wording is revised as appropriate in accordance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial Supervisory Commission, and to cater for the Company's establishment of an audit committee.
(2). Please refer to Attachment 8 (p48-53) for comparison table of revised articles.
(3). Please start discussion.

Resolution:

Amendment to the Company's “Operational Procedures for Loaning Funds to Others” and “Procedures for Endorsement & Guarantee”

(Proposed by Board of Directors)

Explanation: (1). The wording is revised as appropriate to cater for the Company's establishment of an audit committee and to meet the Company’s operational needs.
(2). Please refer to Attachment 9 (p54-56) and Attachment 10 (p57-58) for comparison table of revised articles.
(3). Please start discussion.

Resolution:

Elections (Proposed by Board of Directors)

1. To elect directors of the Company’s Board of Directors for the 5th term

Explanation: (1).The term of directors and supervisors of the 4th term Board of Directors of the Company will expire on June 16, 2017. Election of new directors shall be effected in accordance with Article 195 of “Company Act”. Due to the fact that the Company prepares to establish an audit committee pursuant to “Securities and Exchange Act”, there will be no election of supervisors on the Meeting.
(2). There are 7 positions (including 4 directors and 3 independent directors) of the Company’s Board of Directors for the 5th term shall be elected on the Meeting. A three-year term of the newly elected members will commence immediately following the conclusion on the Meeting, effective from June 13, 2017 to June 12, 2020. The term of original directors and supervisors will be expired on the spot when the election coming to a result.
(3). According to Article 192-1 of “Company Act”, Article 14-2 of “Securities and Exchange Act” and “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” governing relevant matters for compliance, list of candidate after examination by the Board of Directors is as followed ：

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Name		Education & Experience	Current Shareholdings
Gui-Duan, Chen		PhD in Economic Law, Graduate School, China University of Political Science and Law Master, Graduate Institute of Public Finance, National Chengchi University CPA License holder Past Positions: Accounting Administrator, Taiwan Power Company Legislative assistant, Budget Center, Legislative Yuan, Republic of China (Taiwan) Chair, Department of Accounting / Graduate School of Accounting and Public Finance / Corporate Governance Research Center, Feng Chia University Standing Directors, Taiwan CPA Association Current Positions: Arbitrator, Chinese Arbitration Association / Taipei and Guangzhou Arbitration Commission Adjunct Professor, Department of Accounting, Feng Chia University Adjunct Professor, Department of Accounting, National Chung Hsing University Supervisor, Feng Chia University CPA, EnWise CPAs & Co. Supervisor, Swancor Holding Co., LTD.	0 share
Chang-Jian, Ho		School of Chinese Medicine, China Medical University (originally known as China Medical College) A Pass on Exams for Doctors Held by Ministry of Examination Certification specialist, department of radiology Certification specialist, department of geriatrics and gerontology Past Positions: Resident / Chief Resident / Attending Physician / Director, Department of Radiology, Heping Fuyou Branch, Taipei City Hospital (originally known as Taipei Municipal Hoping Hospital) Adjunct Director, Engineering Affairs Office, Heping Fuyou Branch, Taipei City Hospital (originally known as Taipei Municipal Hoping Hospital) Adjunct Attending Physician, Department of Medical Imaging (originally known as Department of Radiology), National Taiwan University Hospital Current Positions: Special Physician, Heping Fuyou Branch, Taipei City Hospital	0 share
Geng-Wang, Laiw		Master, Department of Health Services Administration, China Medical University School of Medicine, China Medical University A Pass on Exams for Doctors Held by Ministry of Examination Certification specialist, department of emergency medicine Past Positions: Resident / Attending Physician, Department of Emergency Medicine, China Medical University Hospital Resident, Department of Medicine, Taichung Hospital, Ministry of Health and Welfare (originally known as Taichung Hospital) Attending Physician, Department of Emergency Medicine, Taichung Tzu Chi Hospital, Buddhist Tzu Chi Medical Foundation Current Positions: Director, Research Department / Attending Physician, Department of Emergency Medicine / Acting Director, Planning and Public Affairs, YeeZen General Hospital	0 share

(4). Please vote.

Election Results:

Other Proposals (Proposed by Board of Directors)

To release the new directors and their representatives from non-competition restrictions
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). It requests shareholders’ approval on the Meeting to release the directors and their representatives from non-competition restrictions in order to meet the Company’s business needs and operations development.
- (3). Please start discussion.

Resolution:

Extemporary Motions

Meeting Adjourned

`【` Attachment 1 `】`

CHC Healthcare Group

2016 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. In confront with the violently competitive market and extremely challenging situations, the performance of the year 2016 regrettably fell short of expectation. We hereby tender our deepest apologies to our shareholders. However, with all the support by shareholders and efforts by employees, we firmly believe that we can regain growth momentum in the near future. Also, we will work even harder to create both customers' and shareholders' maximum interest.

1. Operating Results of 2016

(1). Implementation of 2016 Business Plan

2016 consolidated operating revenue totals NT$2,205,206 thousand, which decreased compared with NT$2,395,331 thousand in 2015. Mainly reason for the decrease is the drop of revenue from direct selling of medical equipment. 2016 profit is NT$160,604 thousand, which decreased comparing with 2015 profit NT$222,687 thousand. Decrease in operating costs and operating expenses due to drop of revenue from direct selling of medical equipment are the cause of fell in profit. Operating Results of 2016 is as followed:

followed:
	NT$Thousand
Item	2016
Operatingrevenue	2,205,206
Grossprofit	619,611
Operatingexpenses	311,456
Net operatingincome	308,155
Profit before tax	227,734
Profit	160,604

(2). Implementation of Budget

It’s unnecessary for the Company to disclose the implementation for budget because the 2016 financial forecast was not released previously.

(3). Financial Analysis

Financial Analysis
	Item	2016	2015
Capital Structure & Liquidity	Debts Ratio(%)	49.21%	43.82%
	Current Ratio(%)	114.47%	377.71%
Profitability	Return on Total Assets(%)	2.29%	3.32%
	Return on Equity (%)	3.05%	4.34%
	Net Margin(%)	7.28%	9.30%
	Basic Earnings Per Share	NT$1.14	NT$1.73

(4). Research and Developments Work

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

Perspectives and Operating Strategy for 2017
(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. In the year 2016, we officially introduced Precise Medicine into Taiwanese medical market. Doctors are now able to customize personal treatment plans based on the physical condition and caring demand of individual patient, to maximize treatment effectiveness while minimizing side effect. 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. Ultimately achieve an all-win situation for CHC, patients and medical institutions.

(2). 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.
(3). Medical Services Policy
Besides rooting in Taiwan’s medical centers by providing medical service of radiation oncology, 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 now the demo sites for business expansion. CHC is also eager to understand trend of government policy and market overview in the China for the purpose of extending the width and depth in the field of medical service and finally becoming a comprehensive turn-key solution provider.
The assessment of introducing radiation oncology equipment 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 on the spring of 2016. Consider the medical management business model will take a lot of time, we are now searching for any other method, such as direct selling business model, to enter this market as soon as possible.
(4). Multidivisional Expansion
As aging population and long-term care become unneglectable issues in Taiwan, CHC Health group is planning on stepping into this field as well. We will take reference from the standard of well-reckoned international long-term care institution to break through the stereotype of the dimmed lighting, timeworn space. Use differentiation strategy to create safe, comfortable elder friendly spaces, in hope to construct heartwarming living environments that fit the need of seniors, and to improve the overall quality and dignity of aging life.

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

`【` Attachment 2 `】`

CHC Healthcare Group Supervisor’s Report on Review of 2016 Audited Financial Reports

TO: 2017 Annual Shareholders’ Meeting of CHC Healthcare Group

The Board of Directors reports 2016 financial statement (including Consolidated Financial Statements), and were audited by independent accountants, Sheng-Wei, Teng and Hsiao-Tzu, Chou of PricewaterhouseCoopers (PwC) Taiwan, which they considered to present a fair view of the Company’s financial position, operating results and cash flows. 2016 Financial Statements, together with 2016 Business Report and Proposal for 2016 Earnings Distribution, 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

March 24, 2017

`【` Attachment 3 `】`

CHC Healthcare Group Information of Endorsements/Guarantees in 2016

The Company’s information of endorsements/guarantees by December 31, 2016:

Counterparty: Nine 100% owned subsidiaries
Total Amount of Endorsements/Guarantees: NT$ 6,801,750 thousand
Purpose of Endorsements/Guarantees: For subsidiaries’ financing needs
According to the net worth on December 31, 2016, the ceiling on total amount of the Company’s endorsements/guarantees is NT$ 14,902,182 thousand and the ceiling on amount of the Company’s endorsements/guarantees to any individual entity is NT$ 9,934,788 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.		4,631,750
2		Tomorrow Medical System Co.,Ltd.		1,060,000
3		Chiu Ho Scientific Co.,Ltd.		161,000
4		J.AB BeautyCo.,Ltd.		6,000
5		Hua Lin Instruments Co.,Ltd.		130,000
6		E CenturyHealth Care Corporation		170,000
7		Tong-Lin Instruments Co., Ltd.		130,000
8		CHC Healthcare(HK)Limited		258,000
9		Medlink Healthcare Limited		255,000
		Total Amount		6,801,750
Subsidiaries’ information of endorsements/guarantees by December 31, 2016:
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 Limited		108,444
Total Amount					1,403,400

5. Subsidiaries’ information of endorsements/guarantees by December 31, 2016:

`【` Attachment 4 `】`

Report of Independent Accountants

(Translated From Chinese)

To the Board of Directors and Shareholders of CHC Healthcare Group

Opinion

We have audited the accompanying parent company only balance sheets of CHC Healthcare Group (the “Company”) as at December 31, 2016 and 2015, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2016 and 2015, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters: Evaluation of the ending balance of investments accounted for under equity method

Please refer to Note 4(11) to the parent company only financial statements for the accounting policy, Notes 5(2) to the parent company only financial statements for details about accounting estimate and uncertainty of assumptions of impairment estimation of investments accounted for under equity method, Note 6(3) to the parent only company only financial statements for the investment illustrations of investments accounted for under equity method.

Chiu Ho Medical System Co., Ltd. (Chiu Ho Group), the Company’s subsidiary with related ending balance of investments accounted for under equity method of $2,443,681 (in thousands of NTD) and profit from investments of $53,670 (in thousands of NTD) at December 31, 2016, respectively, constituting 36% of the Company’s total asset and 32% of the Company’s profit before tax, and ware considered significant to the Company’s financial statements. Accordingly, evaluation of the ending balance of investments accounted for under equity method has been identified one of the most significant matters in our audit, and hence listed key audit matters—Impairment assessment of goodwill, and Impairment assessment of property, plant and equipment of this subsidiary on the Company’s key audit matters. Descriptions of those key audit matters are shown as follows:

Impairment assessment of goodwill

Description

As of December 31, 2016, among all investments of the Company using equity method, the recognized goodwill of Chiu Ho Group due to merger and acquisition was $150,617 (in thousands of NTD). The estimation Chiu Ho Group made was based on discounted recoverable amount of goodwill using proper discount rate and estimated future cash flows of minimal cash generating unit which can generating cash flows independently. The estimation above, involve subjective judgement and uncertainty due to estimation of future cash flows of the cash generating unit and assumptions used to make that estimation, which were significant to the result of recoverable amount estimation. Thus, the auditor considered the impairment assessment of goodwill of cash-generating organization one of the most important audit matters.

How our audit addressed the matter

The executed procedures in response to the specific aspect described above by the auditor:

Assess the reasonableness of the valuation model to be in accordance with the knowledge to the operating and industrial nature of Chiu Ho Group.
Confirm whether the expected future cash flows adopted in the valuation model are in agreement with the budget in 5 years provided by the Company.
Assess the reasonableness of material assumptions in the valuation model (including expected growth rate and discount rate).

Impairment assessment of property, plant and equipment

Description

Due to radical market competition of the medical industry in recent years, part of the profit from the leasing business was below expectation. Chiu Ho Group had estimated recoverable amount of leasing assets which indicated impairment (recorded as “Property, plant and equipment” on the financial statements) for the reference of impairment assessment. Due to the subjective judgement and uncertainty involved in recoverable amount estimation, which was significant accounting assessing matter, the auditor recognized this impairment assessment of leasing assets which indicated impairment one of the most important audit matters.

How our audit addressed the matter

The executed procedures in response to the key audit matter above by the auditor:

Understand and assess the Company’s relative policy and procedure to the impairment assessment of property, plant and equipment, including internal and external information gathering, long-term and short-term operating perspective and industrial tendency assessment. Acquire the Company’s asset impairment self-assessment of cash generating unit.
Acquire the asset valuation report issued by appointed expert and execute the following procedures:
‧ Review and evaluate the independence, objectivity and eligibility of the expert.
‧ Evaluate the universality and appropriateness of the estimating method used in the valuation report.
‧ Confirm the consistency of replacement cost, comparing subject and asset condition between the valuation report and actual operating situation.
‧ Appraise the reasonableness of the assumptions and the accuracy of computing in the valuation report.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these non-consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Independent Accountants

Sheng-Wei, Teng Hsiao-Tzu, Chou

PricewaterhouseCoopers, Taiwan Republic of China March 24, 2017

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

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 Parent Company Only Balance Sheet December 31, 2016 & 2015

(Expressed in Thousands of New Taiwan Dollars)

Assets	Notes 6(1) 7 7 8 6(2) 6(3) 6(17) 8 6(4)(5)(14) 6(5)(6) 6(4)(5)(14) 6(5) 6(6) 6(17) 1,6(9) 6(5)(8)(10) 6(10)(11)(17) 9	2016/12/31	2015/12/31 % Amount % 1 $ 568,774 8 - 1,806 - - - - 1 140,941 2 - 1,527 - - 3,601 - 2 - - 4 716,649 10 3 228,632 4 93 6,028,517 86 - 4,538 - - 17,386 - - 4,200 - - 2,071 - 96 6,285,344 90 100 $ 7,001,993 100 - $ - - - 2,507 - - 5 - - 13,875 - - - - 16 1,826 - 16 18,213 - - 4,800 - - 963,173 14 11 850,000 12 - 4,561 - 11 1,822,534 26 27 1,840,747 26 21 1,397,028 20 42 2,882,624 41 3 206,661 3 1 5,519 - 8 762,559 11 ( 2) ( 93,145) ( 1) 73 5,161,246 74 100 $ 7,001,993 100
		Amount $ 64,058 2,373 433 91,376 1,527 4,783 100,000 264,550 186,219 6,364,595 3,911 830 3,802 2,523 6,561,880 $ 6,826,430 $ 13,000 1,466 116 13,191 3,543 1,062,095 1,093,411 - - 765,000 625 765,625 1,859,036 1,398,478 2,891,710 229,313 93,146 526,742 ( 171,995) 4,967,394 $ 6,826,430
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 1220 Current tax assets 1410 Prepayments 1470 Other current assets 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
Current liabilities 2120 Current financial liabilities at fair value through profit or loss 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 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 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

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

Chairman: Pei-Lin, Lee

CEO: Goung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group

Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2016 and 2015

(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

2016
2015
Notes
Amount
%
Amount
%
6(12),7
$ 307,929
100
$ 377,477
100
6(7)(8)(16),7
(
97,956 ) (
32)(
101,480)(
27)
209,973
68
275,997
73
6(13),7
3,693
1
4,692
1
6(4)(14)
(
8,537 ) (
3) (
31,238) (
8)
6(15)
(
38,569 ) (
12)(
28,385)(
7)
(
43,413 ) (
14)(
54,931)(
14)
166,560
54
221,066
59
6(17)
(
7,628 ) (
2)
5,452
1
158,932
52
226,518
60
(
26,930 ) (
9) (
1,883)
-
6(2)
(
42,413 ) (
14) (
91,121) (
24)
(
695 )
-
(
5,877) (
2)
6(17)
(
8,812 ) (
3)
11,256
3
($ 78,850 ) (
26)($ 87,625)(
23)
$ 80,082
26
$ 138,893
37
6(18)
$ 1.14
$ 1.73
6(18)
$ 1.13
$ 1.54

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

Chairman: Pei-Lin, Lee

CEO: Goung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group

Parent Company Only Statements of Change in Equity For the Years Ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

24	For the year ended December 31, 2015 Balance at January 1, 2015 Appropriations of 2014 earnings (*Note) 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 (loss) income for the year Balance at December 31, 2015 For the year ended December 31, 2016 Balance at January 1, 2016 Appropriations of 2015 earnings Legal reserve Special reserve Cash dividends Exercise of employee stock options Employee stock option compensation cost Employee stock option compensation cost of subsidiary Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Profit for the year Other comprehensive (loss) income for the year Balance at December 31, 2016	Notes		Share capital - common stock				Capital	Res	erves				R	et	ained Earnings			Other equ	ity	interest		Total equity
						Total capital surplus, additional paid-in capital		Treasury stock transactions		Employee stock warrants		Others		Legal reserve		Special reserve	Total unappropriated retained earnings (accumulated deficit)		Financial statements translation differences of foreign operations		Unrealized gain or loss on available-for- sale financial assets
		6(11) 6(8) 6(9) 6(9) 6(8) 6(11) 6(9) 6(8)		$ 1,303,460 - - - 90,000 - - - - 3,568 - - - - $ 1,397,028 $ 1,397,028 - - - 1,450 - - - - - - $ 1,398,478		$ 2,265,916 - - - 439,200 4,813 57,527 - - 27,625 - - - - $ 2,795,081 $ 2,795,081 - - - 11,440 - - - - - - $ 2,806,521		$ - - - - - - - 173 - - - - - - $ 173 $ 173 - - - - - - - - - - $ 173		$ 56,301 - - - - ( 4,813 ) - - - ( 12,121 ) 6,141 14,262 - - $ 59,770 $ 59,770 - - - ( 7,291 ) ( 1,363 ) 6,300 - - - - $ 57,416		$ 57,700 - - - - - ( 57,527 ) ( 173 ) 27,600 - - - - - $ 27,600 $ 27,600 - - - - - - - - - - $ 27,600		$ 180,084 26,577 - - - - - - - - - - - - $ 206,661 $ 206,661 22,652 - - - - - - - - - $ 229,313		$ - - 5,519 - - - - - - - - - - - $ 5,519 $ 5,519 - 87,627 - - - - - - - - $ 93,146	$ 828,829 ( 26,577 ) ( 5,519 ) ( 260,692 ) - - - - - - - - 226,518 - $ 762,559 $ 762,559 ( 22,652 ) ( 87,627 ) ( 279,964 ) - - - ( 3,562 ) ( 944 ) 158,932 - $ 526,742		$ 12,487 - - - - - - - - - - - - ( 1,562 ) $ 10,925 $ 10,925 - - - - - - - - - ( 22,245 ) ($ 11,320 )		($ 18,007 ) - - - - - - - - - - - - ( 86,063 ) ($ 104,070 ) ($ 104,070 ) - - - - - - - - - ( 56,605 ) ($ 160,675 )		$ 4,686,770 - - ( 260,692 ) 529,200 - - - 27,600 19,072 6,141 14,262 226,518 ( 87,625 ) $ 5,161,246 $ 5,161,246 - - ( 279,964 ) 5,599 ( 1,363 ) 6,300 ( 3,562 ) ( 944 ) 158,932 ( 78,850 ) $ 4,967,394

*Note: Compensations for employees $170 in 2016 and $120 in 2015 and remunerations for directors and supervisors $4,800 for both 2016 and 2015 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: Goung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group

Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (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
Prepayments
Other current assets
Other non-current financial assets
Other non-current assets, others
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Other payables to related parties
Other current liabilities, others
Cash (outflow) inflow generated from operations
Interest received
Dividends received
Taxes paid
Interest paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (Increase) in other receivables due from related
parties
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 flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Repayments of bonds
Proceeds from issuing bonds

Cost of issuing bonds

Increase in long-term borrowings
Cash dividends

Cash capital increase

Exercise of employee stock options

Net cash flows (used in) from financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Notes
2016
2015
$ 166,560 $ 221,066
6(16)
1,090
1,203
6(16)
608
373
6(4)
8,200
31,219
6(15)
25,729
12,453
6(13)
(
3,687 ) (
4,681 )
6(8)
(
1,363 )
6,141
6(12)
(
167,169 ) (
276,567 )
6(15)
12,840
15,932
(
567 )
2,394
(
1,182 ) (
2,466 )
(
100,000 )
-
398 (
4,200 )
(
1,060 ) (
1,299 )
(
1,041 )
405
111
5
(
676 )
1,354
- (
4,100 )
(
745)
1,141
(
61,954 )
373
2,819
3,963
102,776
87,354
(
276 ) (
3,849 )
(
25,737) (
12,383)
17,628
75,458
50,000 (
80,000 )
(
337,516 ) (
620,915 )
40,000
74,000
(
463 ) (
52 )
- (
19)
(
247,979) (
626,986)
- (
70,000 )
- (
1,020,040 )
6(5)
-
1,000,000
6(5)
- (
4,750 )
-
850,000
6(11)
(
279,964 ) (
260,692 )
6(9)
-
529,200
6(8)
5,599
19,072
(
274,365)
1,042,790
(
504,716 )
491,262
568,774
77,512
$ 64,058 $ 568,774

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

Chairman: Pei-Lin, Lee

CEO: Goung-Yu, Chen

CFO: Yi-Chun, 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, 2016, 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, 2017

Report of Independent Accountants

(Translated From Chinese)

To the Board of Directors and Shareholders of CHC Healthcare Group

Opinion

We have audited the accompanying consolidated balance sheets of CHC Healthcare Group and its subsidiaries (the “Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters: Impairment assessment of goodwill

Description

Please refer to Note 4(19) to the consolidated financial statements for the accounting policy of impairment of goodwill, Notes 5(2) to the consolidated financial statements for details about accounting estimate and uncertainty of assumptions of impairment assessment of goodwill.

As of December 31, 2016, the Group’s recognized goodwill as a result of acquisitions of Shih-Lu Co., Ltd. amounted to $150,617 (in thousands of NTD).

The estimation the Group made was based on discounted recoverable amount of goodwill using proper discount rate and estimated future cash flows of minimal cash generating unit which can generating cash flows independently. The estimation above, involve subjective judgement and uncertainty due to estimation of future cash flows of the cash generating unit and assumptions used to make that estimation, which were significant to the result of recoverable amount estimation. Thus, the auditor considered the impairment assessment of goodwill of cash-generating organization one of the most important audit matters.

How our audit addressed the matter

The executed procedures in response to the specific aspect described above by the auditor:

Assess the reasonableness of the valuation model to be in accordance with the knowledge to the operating and industrial nature of the Group.
Confirm whether the expected future cash flows adopted in the valuation model are in agreement with the budget in 5 years provided by the Group.
Assess the reasonableness of material assumptions in the valuation model (including expected growth rate and discount rate).

Key audit matters: Impairment assessment of property, plant and equipment

Description

Due to radical market competition of the medical industry in recent years, part of the profit from the leasing business was below expectation. The Group had estimated recoverable amount of leasing assets which indicated impairment (recorded as “Property, plant and equipment” on the financial statements) for the reference of impairment assessment. Due to the subjective judgement and uncertainty involved in recoverable amount estimation, which was significant accounting assessing matter, the auditor recognized this impairment assessment of leasing assets which indicated impairment one of the most important audit matters.

Please refer to Note 4(19) to the consolidated financial statements for the accounting policy of impairment of assets, Notes 5(2) to the consolidated financial statements for accounting estimate and uncertainty of assumptions of impairment assessment of assets.

How our audit addressed the matter

The executed procedures in response to the key audit matter above by the auditor:

Understand and assess the Group’s relative policy and procedure to the impairment assessment of property, plant and equipment, including internal and external information gathering, long-term and short-term operating perspective and industrial tendency assessment. Acquire the Group’s asset impairment self-assessment of cash generating unit.
Acquire the asset valuation report issued by appointed expert and execute the following procedures:
‧ Review and evaluate the independence, objectivity and eligibility of the expert.
‧ Evaluate the universality and appropriateness of the estimating method used in the valuation report.
‧ Confirm the consistency of replacement cost, comparing subject and asset condition between the valuation report and actual operating situation.
‧ Appraise the reasonableness of the assumptions and the accuracy of computing in the valuation report.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of CHC Healthcare Group as at and for the years ended December 31, 2016 and 2015.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Sheng-Wei, Teng Independent Accountants Hsiao-Tzu, Chou

PricewaterhouseCoopers, Taiwan Republic of China March 24, 2017

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 report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

CHC Healthcare Group and Subsidiaries Consolidated Balance Sheet

December 31, 2016 & 2015

(Expressed in Thousands of New Taiwan Dollars)

Assets	2016/12/31	2015/12/31
	Amount $ 1,163,322 54,869 140,619 531,950 65,113 2,335 26,000 20,030 215,847 126,717 160,789 2,507,591 220,940 10,783 4,754,993 1,162,421 161,746 16,146 501,285 447,551 7,275,865 $ 9,783,456	Amount $ 1,257,833 57,592 157,954 851,427 41,206 1,432 2,582 5,195 327,092 133,258 2,902 2,838,473 263,353 - 4,550,081 1,160,819 161,746 49,139 394,223 489,335 7,068,696 $ 9,907,169	%
Current assets 1100 Cash and cash equivalents 1150 Notes receivable, net 1160 Notes receivable due from related parties, net 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1200 Other receivables 1210 Other receivables due from related parties 1220 Current tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 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 1760 Investment property, net 1780 Intangible assets 1840 Deferred tax assets 1980 Other non-current financial assets 1990 Other non-current assets, others 15XX Total non-current assets 1XXX Total assets			13 1 2 9 - - - - 3 1 -
			29
			3 - 46 12 1 - 4 5
			71
			100

(Continued)

CHC Healthcare Group and Subsidiaries Consolidated Balance Sheet

December 31, 2016 & 2015

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	Notes 6(10),8 6(11)(13) 6(12) 7 6(7) 7 6(13)(14) 6(11)(13) 6(13) 6(14),8 6(26) 6(15) 6(18) 6(13)(16)(19) 6(20)(26) 6(2) 6(28),7 9	2016/12/31	2015/12/31 % Amount % 4 $ 274,988 3 - - - - 54,520 1 2 156,841 2 - 15,307 - 1 70,409 1 - 6,303 - - 50,986 - - 21,871 - 15 100,274 1 22 751,499 8 - 4,800 - - 963,173 10 23 2,523,263 26 - 10,631 - 1 45,772 - 3 41,842 - 27 3,589,481 36 49 4,340,980 44 14 1,397,028 14 30 2,882,624 29 2 206,661 2 1 5,519 - 6 762,559 8 ( 2) ( 93,145)( 1) 51 5,161,246 52 - 404,943 4 51 5,566,189 56 100 $ 9,907,169 100
		Amount $ 434,167 13,000 5,638 177,496 3,250 88,802 1,161 31,332 15,987 1,419,725 2,190,558 - - 2,263,024 2,967 40,091 317,351 2,623,433 4,813,991 1,398,478 2,891,710 229,313 93,146 526,742 ( 171,995 ) 4,967,394 2,071 4,969,465 $ 9,783,456
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 3X2X Total liabilities and equity

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

CEO: Goung-Yu, Chen

Chairman: Pei-Lin, Lee

CFO: Yi-Chun, Chen

CHC Healthcare Group and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2016 and 2015

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

Item	Notes 6(7)(21)(29)(30),7 6(5)(7)(25),7 6(7)(16)(17)(25) (29) 6(22) 6(6)(11)(13)(23) 6(13)(24) 6(26) 6(2) 6(26) 6(27) 6(27)	2016
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 7060 Share of profit/(loss) of associates and joint ventures accounted for under equity method 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 8370 Total Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 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.

CEO: Goung-Yu, Chen

Chairman: Pei-Lin, Lee

CFO: Yi-Chun, Chen

CHC Healthcare Group and Subsidiaries Consolidated Statements of Change in Equity For the Years Ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Notes						Equityattributabl	o owners of thepar	en	t							Non-controlling interest	Total equity
	Share capital - common stock		Capital	Re	serves		R	et	ained Earning	s		Other equ	ity	interest	Total
		Total capital surplus, additional paid-in capital	Treasury stock transactions		Employee stock warrants	Others	Legal reserve		Special reserve		Total unappropriated retained earnings (accumulated deficit)	Financial statements translation differences of foreign operations		Unrealized gain or loss on available-for- sale financial assets
6(20) 6(18) 6(18) 6(17) 6(17) 6(28) 6(20) 6(18) 6(17) 6(17) 6(28) and 7	$ 1,303,460 - - - 90,000 - - - - 3,568 - - - - - $ 1,397,028 $ 1,397,028 - - - 1,450 - - - - - - - $ 1,398,478	$ 2,265,916 - - - 439,200 4,813 57,527 - - 27,625 - - - - - $ 2,795,081 $ 2,795,081 - - - 11,440 - - - - - - - $ 2,806,521	$ - - - - - - - 173 - - - - - - - $ 173 $ 173 - - - - - - - - - - - $ 173		$ 56,301 - - - - ( 4,813 ) - - - ( 12,121 ) 6,141 14,262 - - - $ 59,770 $ 59,770 - - - ( 7,291 ) ( 1,363 ) 6,300 - - - - - $ 57,416	$ 57,700 - - - - - ( 57,527 ) ( 173 ) 27,600 - - - - - - $ 27,600 $ 27,600 - - - - - - - - - - - $ 27,600	$ 180,084 26,577 - - - - - - - - - - - - - $ 206,661 $ 206,661 22,652 - - - - - - - - - - $ 229,313		$ - - 5,519 - - - - - - - - - - - - $ 5,519 $ 5,519 - 87,627 - - - - - - - - - $93,146		$ 828,829 ( 26,577 ) ( 5,519 ) ( 260,692 ) - - - - - - - - 226,518 - - $ 762,559 $ 762,559 ( 22,652 ) ( 87,627 ) ( 279,964 ) - - - 158,932 ( 3,562 ) ( 944 ) - - $ 526,742	$ 12,487 - - - - - - - - - - - - ( 1,562 ) - $ 10,925 $ 10,925 - - - - - - - - - ( 22,245 ) - ($ 11,320 )		($ 18,007 ) - - - - - - - - - - - - ( 86,063 ) - ($ 104,070 ) ($ 104,070 ) - - - - - - - - - ( 56,605 ) - ($ 160,675 )	$ 4,686,770 - - ( 260,692 ) 529,200 - - - 27,600 19,072 6,141 14,262 226,518 ( 87,625 ) - $ 5,161,246 $ 5,161,246 - - ( 279,964 ) 5,599 ( 1,363 ) 6,300 158,932 ( 3,562 ) ( 944 ) ( 78,850 ) - $ 4,967,394	$ 3,774 - - - - - - - - - - - ( 3,831 ) - 405,000 $ 404,943 $ 404,943 - - - - - - 1,672 - - - ( 404,544 ) $ 2,071	$ 4,690,544 - - ( 260,692 ) 529,200 - - - 27,600 19,072 6,141 14,262 222,687 ( 87,625 ) 405,000 $ 5,566,189 $ 5,566,189 - - ( 279,964 ) 5,599 ( 1,363 ) 6,300 160,604 ( 3,562 ) ( 944 ) ( 78,850 ) ( 404,544 ) $ 4,969,465

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

Chairman: Pei-Lin, Lee

CEO: Goung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group and Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Provision for bad debt expense
Depreciation expenses

Loss on disposal of property, plant and equipment

Property, plant and equipment transferred to expenses
Interest expenses

Interest income

Share of loss of associates and joint ventures accounted
for under the equity method
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
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 flows from operating activities

Notes

(Continued)

CHC Healthcare Group and Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other current assets
Acquisition of investments accounted for under equity
method
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

Decrease in other non-current financial assets - long-term
notes receivable and accounts receivable
Increase in other non-current financial assets
Net cash flow from acquisition of subsidiaries

Net cash flows 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
Acquisition of ownership interests in subsidiaries

Change in non-controlling interests
Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2016
2015
$ 460 $ 10,158
(
13,193 )
-
6(6)
(
351,502 ) (
242,905 )
(
7,026 )
(
8,681 )
6(6)
-
48
6(8)
(
205,845 ) (
74,497 )
6(8)
90,625
57,687
6(8)
(
61,859 ) (
41,871 )
36,383
(
70,760 )
(
243,444 ) (
21,119 )
6(30)
- (
1,134,428 )
(
755,401 ) (
1,526,368 )
2,278,956
4,063,842
(
2,119,059 ) (
4,444,714 )
- (
1,020,040 )
6(13)
-
1,000,000
6(13)
- (
4,750 )
379,641
1,782,800
(
303,623 ) (
461,123 )
6(20)
(
279,964 ) (
260,692 )
6(15)
(
16,664 )
36,658
6(18)
-
529,200
5,599
19,072
6(28)
(
4,506 )
-
(
404,544 )
405,000
(
464,164 )
1,645,253
(
12,114 )
4,955
(
94,511 )
699,500
1,257,833
558,333
$ 1,163,322$ 1,257,833

Chairman: Pei-Lin, Lee

The accompanying notes are an integral part of the consolidated financial statements. CEO: Goung-Yu, Chen

CFO: Yi-Chun, Chen

CHC Healthcare Group

Comparison Table of Revised Articles of “Articles of Incorporation”

Article Before Revision	Article After Revision	Article After Revision	Explanation
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. (The followingis omitted.)	Article 5 The total capital amount of the Company is NT$2.5 billion accounting for 250million shares, issued in installments, at a par value of NT$10 per share. (The followingis omitted.)		Raise the total capital amount to meet the Company’s operational needs
Chapter 4 Directors, Supervisors and Managerial Officers	Chapter 4 Director Officers	s~~, Supervisors,~~Audit Committee and Managerial	Amend in compliance with the Company's establishment of an audit committee.
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 16 The Company shall have at least five but no more than nine directors~~and three supervisorst~~o 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 supervisorsa~~re eligible for re-election. The percentage of aggregate shareholding of all directors~~and~~ ~~supervisorss~~hall comply with the regulations prescribed by the supervisory authority of securities. The Company may take out liability insurance for all the directors~~and supervisorsw~~ith 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 leastthree~~twod~~irectors 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.		Amend in compliance with the Company's establishment of an audit committee.
(Newly added)	Article 16-1 Audit committee of the Company shall be established base on Article 14-4 of“Securities and Exchange Act”. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be committee convener, and at least one of whom shall have accounting or financial expertise. The audit committee or the		Amend in compliance with the Company's establishment of an audit committee.

	members of audit committee shall exercise all powers conferred by “Company Act”,“Securities and Exchange Act”and any other law to be exercised by supervisors.
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 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, and may elect a Vice Chairman in the same manner.The Chairman shall be the externallyrepresentative of the Company.	Revise wording as appropriate in compliance with the Company's operational needs.
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 meetinginperson.	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 supervisorn~~o 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 meetinginperson.	Amend in compliance with the Company's establishment of an audit committee.
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 20 Remunerations for all directors~~and supervisorss~~hall 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.	Amend in compliance with the Company's establishment of an audit committee.
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:	Article 23 ~~According to Article 228 of“Company Act”, aA~~tthe 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~~ and submit toageneral shareholders’ meetingfor ratification:	Amend in compliance with the Company's establishment of an audit committee.
	~~g y p~~
	and submit toageneral shareholders’ meeting

1. Business report 2. Financial statements 3. Surplus earningdistribution or loss off-setting proposals		1. Business report 2. Financial statements 3. Surplus earningdistribution or loss off-setting proposals
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 bythe Chairman.		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~~ ~~supervisorsm~~entioned 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 bythe Chairman.	Amend in compliance with the Company's establishment of an audit committee.
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, on Jun. 13, 2016 for the seventh time.		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, on Jun. 13, 2016 for the seventh time, for the eighth time on Jun 13, 2017.	Amending date added.

CHC Healthcare Group

Comparison Table of Revised Articles of “Procedures for Election of Directors and Supervisors”

Article Before Revision	Article After Revision	Article After Revision	Explanation
Title: Procedures for Election of Directors and Supervisors	Title: Procedures for Election of Directors	~~and Supervisors~~	Amend in compliance with the Company's establishment of an audit committee.
Article 1 Except as otherwise provided by law and regulation or “Articles of Incorporation” of the Company, elections of directors and supervisors shall be conducted in accordance with the Procedure.	Article 1 Except as otherwise provided by law and regulation or “Articles of Incorporation” of the Company, elections of directors~~and~~ ~~supervisorss~~hall be conducted in accordance with the Procedure.		Amend in compliance with the Company's establishment of an audit committee.
Article 2 The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company's directors. Each Board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present as a whole are as follows: 1. The ability to make judgments about operations 2. Accounting and financial analysis ability 3. Business management ability 4. Crisis management ability 5. Knowledge of the industry 6. An international market perspective 7. Leadership ability 8. Decision-making ability More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.	Article 2 The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company's directors.The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: 1. Basic requirements and values: Gender, age, nationality, and culture. 2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Each Board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present as a whole are as follows: 1. The ability to make judgments about operations 2. Accounting and financial analysis ability 3. Business management ability 4. Crisis management ability 5. Knowledge of the industry 6. An international market perspective 7. Leadership ability 8. Decision-making ability More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director. The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation.		Amend in compliance with the Company's establishment of an audit committee. Amend in compliance with Letter No. 1040001716 issued on January 28, 2015 by Taiwan Stock Exchange Corporation.

Article Before Revision	Article After Revision	Explanation
Article 3 Supervisors of the Company shall meet the following qualifications: 1. Integrity and a practical attitude 2. Impartial judgment 3. Professional knowledge 4. Broad experience 5. Ability to read financial statements In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, in order to select appropriate supervisors to help strengthen the Company's risk management and control of finance and operations. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director. A supervisor may not serve concurrently as the director, managerial officer, or any other employee of the Company, and is advised to be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor.	(Canceled)	Amend in compliance with the Company's establishment of an audit committee.
Article 4	Article~~34~~	Adjust article number in compliance with the cancellation of Article 3.
Article 5 When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders’ meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s “Articles of Incorporation”, the Company shall call a special shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the provisions of Article 14-2, paragraph 1 of “Securities and Exchange Act”, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of “Standards for Determining Unsuitabilityfor TPEx Listingunder Article 10,Paragraph 1 of the	Article~~45~~ When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders’ meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s “Articles of Incorporation”, the Company shall call a special shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the provisions of Article 14-2, paragraph 1 of “Securities and Exchange Act”, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of “Standards for Determining Unsuitabilityfor TPEx Listingunder Article 10,Paragraph 1 of the	Amend in compliance with the Company's establishment of an audit committee. Adjust article number in compliance with the cancellation of Article 3.

Article Before Revision	Article After Revision	Explanation
Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of supervisors falls below that prescribed in the Company’s “Articles of Incorporation” due to the dismissal of a supervisor for any reason, a by-election to fill the vacancy should ideally be held at the next shareholders’ meeting. When the supervisors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.	Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. ~~When the number of supervisors falls below that prescribed in the~~ ~~Company’s “Articles of Incorporation” due to the dismissal of a~~ ~~supervisor for any reason, a by-election to fill the vacancy should~~ ~~ideally be held at the next shareholders’ meeting. When the~~ ~~supervisors are dismissed en masse, a special shareholders’~~ ~~meeting shall be called within 60 days from the date of occurrence~~ ~~to hold a by-election to fill the vacancies.~~
	~~y~~
Article 6 The single registered and cumulative election voting method shall be used for election of the directors and supervisors at the Company. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.	Article~~56~~ The~~single registered andc~~umulative~~electionv~~oting method shall be used for election of the directors~~and supervisors~~at the Company. Each share will have voting rights in number equal to the directors~~or supervisors~~to be elected, and may be cast for a single candidate or split among multiple candidates.	Amend in compliance with the Company's establishment of an audit committee. Adjust article number in compliance with the cancellation of Article 3. Amend in compliance with Letter No. 1040001716 issued on January 28, 2015 by Taiwan Stock Exchange Corporation.
Article 7 The Board of Directors shall prepare separate ballots for directors and supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recordingthe names of votingshareholders.	Article~~67~~ The Board of Directors shall prepare separate ballots for directors ~~and supervisorsi~~n numbers corresponding to the directors~~or~~ ~~supervisors~~to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recordingthe names of votingshareholders.	Amend in compliance with the Company's establishment of an audit committee. Adjust article number in compliance with the cancellation of Article 3.
Article 8 The number of directors and supervisors will be as specified in the Company's “Articles of Incorporation”, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawinglots on behalf of any person not in attendance.	Article~~78~~ The number of directors~~and supervisorsw~~ill be as specified in the Company's “Articles of Incorporation”, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawinglots on behalf of any person not in attendance.	Amend in compliance with the Company's establishment of an audit committee. Adjust article number in compliance with the cancellation of Article 3.

Article Before Revision			Article After Revision	Article After Revision	Article After Revision	Explanation
Article 9	Article		~~89~~			Adjust article number in compliance with the cancellation of Article 3.
Article 10	Article		~~910~~			Adjust article number in compliance with the cancellation of Article 3.
Article 11	Article		10~~11~~			Adjust article number in compliance with the cancellation of Article 3.
Article 12 The voting rights shall be calculated on site immediately after the end of the poll, and the list of persons elected as directors or supervisors shall be announced by the chair on the site.	Article11~~12~~ The voting rights shall be calculated on site immediately after the end of the poll, andthe results of the calculation, includingthe list of persons elected as directorsor independent directors~~or~~ ~~supervisors a~~nd the numbers of votes with which they were elected,shall be announced by the chair on the site. 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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.					Amend in compliance with the Company's establishment of an audit committee. Adjust article number in compliance with the cancellation of Article 3. Amend in compliance with Letter No. 1040001716 issued on January 28, 2015 by Taiwan Stock Exchange Corporation.
Article 13 The Board of Directors of the Company shall issue notifications to the persons elected as directors or supervisors.	Article12~~13~~ The Board of Directors of the Company shall issue notifications to the persons elected as directorsor independent directors~~or~~ ~~supervisors.~~					Amend in compliance with the Company's establishment of an audit committee. Adjust article number in compliance with the cancellation of Article 3.

Article 14	Article		13~~14~~			Adjust article number in compliance with the cancellation of Article 3.
(Newly added)		Version		Date of Implementation /Amendment	Type of Approval	Amending date added.
		1		2011/05/19	Approved by Board of Directors
				2011/06/30	Approved on Shareholders' Meeting
		2		2017/03/24	Approved by Board of Directors

CHC Healthcare Group

Comparison Table of Revised Articles of “Rules of Procedure for Shareholders’ Meetings”

Article Before Revision	Article After Revision	Explanation
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. (The followingis omitted.)	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 director~~s 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. (The followingis omitted.)	Amend in compliance with the Company's establishment of an audit committee.
Article 6 (The above is omitted.) The Companyshall furnish attendingshareholders with the meeting	Article 6 (The above is omitted.) The Companyshall furnish attendingshareholders with the meeting	Amend in compliance with the Company's establishment of an

Article Before Revision	Article Before Revision	Article Before Revision	Article Before Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Explanation
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. (The followingis omitted.)				agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of director~~s or supervisors,~~pre-printed ballots shall also be furnished. (The followingis omitted.)				audit committee.
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. (The followingis omitted.)				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. (The followingis omitted.)				Amend in compliance with the Company's establishment of an audit committee.
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 following is omitted.)				Article 14 The election of directors(including independent directors)~~or~~ ~~supervisorsa~~t 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 (including independent directors)~~and supervisorsa~~nd the numbers of votes with which they were elected. (The followingis omitted.)				Amend in compliance with the Company's establishment of an audit committee.
				votes with which they were elected. (The followingis omitted.)
	Version	Date of Implementation /Amendment	Type of Approval		Version	Date of Implementation /Amendment	Type of Approval	Amending date added.
	1	2011/05/19	Approved by Board of Directors		1	2011/05/19	Approved by Board of Directors
		2011/06/30	Approved on Shareholders' Meeting			2011/06/30	Approved on Shareholders' Meeting

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.

	Article Before Revision	Article Before Revision		Article After Revision	Article After Revision
2	2012/01/06	Approved on Special Shareholders' Meeting	2	2012/01/06	Approved on Special Shareholders' Meeting
3	2013/03/25	Approved by Board of Directors	3	2013/03/25	Approved by Board of Directors
	2014/06/14	Approved on Shareholders' Meeting		2014/06/14	Approved on Shareholders' Meeting
	2015/03/23	Approved by Board of Directors		2015/03/23	Approved by Board of Directors
4	2015/06/12	Approved on Shareholders' Meeting	4	2015/06/12	Approved on Shareholders' Meeting
			5	2017/03/24	Approved by Board of Directors

CHC Healthcare Group

Comparison Table of Revised Articles of “Procedures Governing the Acquisition or Disposal of Assets”

Article Before Revision	Article After Revision	Explanation
Article 3 Definition of Terms (The above is omitted.) (Newly added)	Article 3 Definition of Terms (The above is omitted.) 7. All audit committee members and all directors: Shall be counted as the actual number of persons currently holding those positions.	Amend in compliance with the Company's establishment of an audit committee.
Article 5 (Revise wording as appropriate in Chinese) (English version is unaffected)	Article 5 (Revise wording as appropriate in Chinese) (English version is unaffected)	Amend in compliance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial SupervisoryCommission.
Article 7 (Revise wording as appropriate in Chinese) (English version is unaffected)	Article 7 (Revise wording as appropriate in Chinese) (English version is unaffected)	Amend in compliance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial SupervisoryCommission.
Article 9 Procedures 1. Degree and Level of Authority Delegated It shall be submitted to the Board of Directors for resolution when the transaction amount of the Company’s acquisition or disposal of assets reaches 20% or more of paid-in capital, 10% or more of total assets or NT$300 million or more. If a director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each supervisor. Also each independent director's opinions shall be taken into full consideration. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the meeting minutes of Board of Directors. When the transaction amount of acquisition or disposal of assets is under 20% of paid-in capital, 10% of total assets or NT$300 million, the Chairman is delegated on decision-making. (The following is omitted.)	Article 9 Procedures 1. Degree and Level of Authority Delegated It shall beapproved by more than half of all audit committee members andsubmitted to the Board of Directors for resolution when the transaction amount of the Company’s acquisition or disposal of assets reaches 20% or more of paid-in capital, 10% or more of total assets or NT$300 million or more.If approval of more than half of all audit committee members as required above is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. The Board of Directors shall take into full consideration each independent director's opinions.~~If a director expresses dissent and it is~~ ~~contained in the minutes or a written statement, the Company~~ ~~shall submit the director's dissenting opinion to each supervisor.~~ ~~Also each independent director's opinions shall be taken into~~ ~~full consideration.~~If an independent director objects to or expresses reservations about any matter, it shall be recorded in the meeting minutes of Board of Directors. When the transaction amount of acquisition or disposal of assets is under 20% of paid-in capital, 10% of total assets or NT$300 million, the Chairman is delegated on decision-making. (The followingis omitted.)	Amend in compliance with the Company's establishment of an audit committee.

Article Before Revision

Article After Revision

Explanation

Article Before Revision	Article After Revision	Explanation
Article 11 When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the supervisors: (Item 1 to 7 are omitted) The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with paragraph 2 of Article 34, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Board of Directors and recognized by the supervisors according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount. (The following is omitted.)	Article 11 When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of~~domesticm~~oney market fundsissued by domestic securities investment trust enterprises,the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by more than half of all audit committee members and submitted tothe Board of Directorsfor resolution~~and recognized by the~~ ~~supervisors:~~ (Item 1 to 7 are omitted) The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with paragraph 2 of Article 34, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the audit committee andthe Board of Directors~~and recognized~~ ~~by the supervisorsa~~ccording to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount. (The followingis omitted.)	Amend in compliance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial Supervisory Commission, and to cater for the Company's establishment of an audit committee.
Article 14 The following steps shall be taken when the Company acquires real property from a related party and the results of appraisals conducted in accordance with Article 12 and Article 13 are uniformly lower than the transaction price: (Item 1 is omitted) 2. Supervisors shall comply with Article 218 of “Company Act”. (The following is omitted.)	Article 14 The following steps shall be taken when the Company acquires real property from a related party and the results of appraisals conducted in accordance with Article 12 and Article 13 are uniformly lower than the transaction price: (Item 1 is omitted) 2.~~Supervisors~~Members of audit committee shall comply with Article 218 of “Company Act”. (The followingis omitted.)	Amend in compliance with the Company's establishment of an audit committee.
Article 23 Internal Audit System The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engagingin derivatives trading,andprepare an	Article 23 Internal Audit System The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engagingin derivatives trading,andprepare an	Amend in compliance with the Company's establishment of an audit committee.

Article Before Revision	Article After Revision	Explanation
audit report. If any material violation is discovered, a report shall be immediately made to the Chairman and senior management personnel authorized by the Board of Directors and all supervisors shall be notified in written notice.	audit report. If any material violation is discovered, a report shall be immediately made to the Chairman and senior management personnel authorized by the Board of Directors andaudit committee~~all supervisorss~~hall be notified in written notice.
Article 26 When conducting a merger and consolidation, split, acquisition, or assignment of shares, prior to convening the Board of Directors to resolve on the matter, the Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for discussion and approval.	Article 26 When conducting a merger and consolidation, split, acquisition, or assignment of shares, prior to convening the Board of Directors to resolve on the matter, the Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for discussion and approval.However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100% of the respective subsidiaries’issued shares or authorized capital.	Amend in compliance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial Supervisory Commission
Article 34 Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days or before the commencement of trading hours of the trading day next from the date of occurrence of the event: 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds. (Item 2 and 3 are omitted) 4. Where an asset transaction other than any of those referred to in the preceding three subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more ofpaid-in capital or	Article 34 Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days or before the commencement of trading hours of the trading day next from the date of occurrence of the event: 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of~~domesticm~~oney market fundsissued by domestic securities investment trust enterprises. (Item 2 and 3 are omitted) 4. Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amount meets any of the following criteria:	Amend in compliance with Letter No. 1060001296 issued on February 9, 2017 by Securities and Futures Bureau, Financial Supervisory Commission

Explanation

Article Before Revision Article After Revision - NT$300 million; provided, this shall not apply to the following (1). For a public company whose paid in capital is less than circumstances: NT$10 billion, the transaction amount reaches NT$500 million (1). Trading of government bonds. or more. - (2). Securities trading by investment professionals on foreign or (2). For a public company whose paid in capital is NT$10 billion domestic securities exchanges or over-the-counter markets. or more, the transaction amount reaches NT$1 billion or more. (3). Trading of bonds under repurchase/resale agreements, or 5. Acquisition or disposal by a public company in the subscription or redemption of domestic money market funds. construction business of real property for construction use, (4). Where the type of asset acquired or disposed is where the trading counterparty is not a related party, and the equipment/machinery for business use, the trading transaction amount reaches NT$500 million. counterparty is not a related party, and the transaction amount 6. Where land is acquired under an arrangement on engaging is less than NT$500 million. others to build on the company's own land, engaging others to (5). Acquisition or disposal by a public company in the build on rented land, joint construction and allocation of construction business of real property for construction use, housing units, joint construction and allocation of ownership where the trading counterparty is not a related party, and the percentages, or joint construction and separate sale, and the transaction amount is less than NT$500 million. amount the Company expects to invest in the transaction (6). Where land is acquired under an arrangement on engaging reaches NT$500 million. others to build on the Company's own land, engaging others to ~~74.~~ Where an asset transaction other than any of those referred build on rented land, joint construction and allocation of to in the preceding ~~three s~~ ix subparagraphs, a disposal of housing units, joint construction and allocation of ownership receivables by a financial institution, or an investment in the percentages, or joint construction and separate sale, and the mainland China area reaches 20% or more of paid-in capital or amount the Company expects to invest in the transaction is less NT$300 million; provided, this shall not apply to the following than NT$500 million. circumstances:

(6). Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is less than NT$500 million.

The amount of transactions above shall be calculated as follows: (1). Trading of government bonds. 1. The amount of any individual transaction. (2). Securities trading by investment professionals on foreign or 2. The cumulative transaction amount of acquisitions and domestic securities exchanges or over-the-counter markets, or disposals of the same type of underlying asset with the same subscription by investment professionals of ordinary corporate trading counterparty within the preceding year. bonds or of general bank debentures without equity 3. The cumulative transaction amount of real property characteristics that are offered and issued in the domestic acquisitions and disposals (cumulative acquisitions and primary market, or subscription by a securities firm of securities disposals, respectively) within the same development project as necessitated by its undertaking business or as an advisory within the preceding year. recommending securities firm for an emerging stock company, 4. The cumulative transaction amount of acquisitions and in accordance with the rules of the Taipei Exchange. disposals (cumulative acquisitions and disposals, respectively) of (3). Trading of bonds under repurchase/resale agreements, or the same security within the preceding year. subscription or redemption of ~~domestic m~~ oney market funds "Within the preceding year" as used in the paragraph 2 refers to issued by domestic securities investment trust enterprises. the year preceding the date of occurrence of the current ~~(4). Where the type of asset acquired or disposed is~~ transaction. Items duly announced in accordance with relevant ~~equipment/machinery for business use, the trading~~ regulations need not be counted toward the transaction ~~counterparty is not a related party, and the transaction amount~~ amount. ~~is less than NT$500 million.~~ The Company shall compile monthly reports on the status of ~~(5). Acquisition or disposal by a public company in the~~ derivatives trading engaged in up to the end of the preceding ~~construction business of real property for construction use,~~

Explanation

Article Before Revision Article After Revision month by itself and any subsidiaries that are not domestic ~~where the trading counterparty is not a related party, and the~~ public companies and enter the information in the prescribed ~~transaction amount is less than NT$500 million.~~ format into the information reporting website designated by ~~(6). Where land is acquired under an arrangement on engaging~~ the FSC by the 10th day of each month. ~~others to build on the Company's own land, engaging others to~~ When the Company at the time of public announcement makes ~~build on rented land, joint construction and allocation of~~ an error or omission in an item required by regulations to be ~~housing units, joint construction and allocation of ownership~~ publicly announced and so is required to correct it, all the items ~~percentages, or joint construction and separate sale, and the~~ shall be again publicly announced and reported in their entirety. ~~amount the Company expects to invest in the transaction is less~~ (The following is omitted.) ~~than NT$500 million.~~

The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. 3. The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the preceding paragraph ~~2~~ refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with relevant regulations need not be counted toward the transaction amount. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. (The following is omitted.) Article 40 Article 40 Amend in compliance with the The Company promulgated the Procedure in accordance with The Company promulgated the Procedure in accordance with Company's establishment of an audit

Article Before Revision

Article After Revision

“Regulations Governing the Acquisition and Disposal of Assets “Regulations Governing the Acquisition and Disposal of Assets committee. by Public Companies” and shall be approved by the Board of by Public Companies” and shall be approved by more than half Directors and subsequently submitted to each supervisor and of all audit committee members and submitted to the Board of the shareholders' meeting for approval. If a director expresses Directors for a resolution ~~and subsequently submitted to each~~ dissent and it is contained in the minutes or a written ~~supervisor and the shareholders' meeting for approval~~ . If a statement, the Company shall submit the director's dissenting director expresses dissent and it is contained in the minutes or a opinion to each supervisor. Subsequent amendments thereto written statement, the Company shall submit the director's shall be effected in the same manner. dissenting opinion to ~~each supervisor~~ the audit committee. When submitting the Procedure to the Board of Directors, each Subsequent amendments thereto shall be effected in the same independent director's opinions shall also be taken into full manner.

When submitting the Procedure to the Board of Directors, each independent director's opinions shall also be taken into full consideration. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the meeting minutes of Board of Directors.

Explanation

If approval of more than half of all audit committee members as required in the paragraph 1 is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors.

	Date of			Date of
Version	Implementation	Type of Approval	Version	Implementation	Type of Approval
	/Amendment			/Amendment
1	2011/05/19 2011/06/30	Approved by Board of Directors Approved on Special Shareholders' Meeting	1	2011/05/19 2011/06/30	Approved by Board of Directors Approved on Special Shareholders' Meeting
2	2012/03/27 2012/06/22	Approved by Board of Directors Approved on Shareholders' Meeting	2	2012/03/27 2012/06/22	Approved by Board of Directors Approved on Shareholders' Meeting
3	2013/03/25 2013/06/14	Approved by Board of Directors Approved on Shareholders' Meeting	3	2013/03/25 2013/06/14	Approved by Board of Directors Approved on Shareholders' Meeting
4	2014/03/27 2014/06/17	Approved by Board of Directors Approved on Shareholders' Meeting	4	2014/03/27 2014/06/17	Approved by Board of Directors Approved on Shareholders' Meeting
			5	2017/03/24	Approved by Board of Directors

CHC Healthcare Group

Comparison Table of Revised Articles of “Operational Procedures for Loaning Funds to Others”

Article Before Revision		Article After Revision	Explanation
Article 5 Procedures (Item 1 is omitted) 2. Evaluation Standards of Loaning Funds (1) Where funds are loaned for reasons of business relationship, evaluation shall be done in accordance with paragraph 4 in this article for determining whether the amount of a loan of funds is commensurate the total amount of trading between the two companies. (2) Where funds are loaned for reasons of short-term financing needs can only be made under the following circumstances: A. Those companies in which the Company holds, directly or indirectly, 100% of the voting shares that have short-term financing needs due to operation purpose. B. Those that have short-term financing needs due to strategic purpose. (Item 3 to 5 are omitted) 6. Decision Making and Authorization (1). Before making a loan of funds to others, the Company shall carefully evaluate whether the loan is in compliance with the Procedure. The Company may loan funds to others only after the evaluation results under paragraph 5 of this article been reported to the general manager or the Chairman and submitted to the Board of Directors for resolution. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the Board of Directors, and the Chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. The "certain monetary limit" mentioned above shall be in compliance with subparagraph 4 in paragraph 1 the article. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the Company's net worth as stated in its latest financial statement. (Item (2) is omitted) 7. Changes of Condition in Loans of Funds If, as a result of a change in circumstances, an entity for which a loan of funds is made does not meet the requirements of “Regulations		Article 5 Procedures (Item 1 is omitted) 2. Evaluation Standards of Loaning Funds (1) Where funds are loaned for reasons of business relationship, evaluation shall be done in accordance with“5. Procedures for Handling Loans of Funds and Reviewing” ~~paragraph 4i~~n this article for determining whether the amount of a loan of funds is commensurate the total amount of trading between the two companies. (2) Where funds are loaned for reasons of short-term financing needs can only be made under the following circumstances: A. Those companies in which the Company holds, directly or indirectly,50%~~100%~~of the voting shares that have short-term financing needs due to operation purpose. B. Those that have short-term financing needs due to strategic purpose. C. Other circumstances that have been approved by the Board of Directors. (Item 3 to 5 are omitted) 6. Decision Making and Authorization (1). Before making a loan of funds to others, the Company shall carefully evaluate whether the loan is in compliance with the Procedure. The Company may loan funds to others only after the evaluation results under paragraph 5 of this article beenapproved by more than half of all audit committee members~~reported to the~~ ~~general manager or the Chairmana~~nd submitted to the Board of Directors for resolution.If approval of more than half of all audit committee members as required above is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall befirst approved by the audit committee and thensubmittedto the Board of Directorsfor a resolution~~by the Board of Directors,~~and the Chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed oneyear,togive loans in installments or to	Amend in compliance with the Company's establishment of an audit committee. Revise wording as appropriate in compliance with the Company’s operational needs.

Decision Making and Authorization

Article Before Revision		Article After Revision	Explanation
Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to each supervisor, and shall complete the rectification according to the timeframe set out in the plan. (Item 8 and 9 are omitted) 10. Internal Audit To strengthen the Company’s control and management in loans of funds, the Company's internal auditors shall audit the Procedure and implementation thereof no less frequently than quarterly and prepare written records accordingly and shall promptly notify each supervisor in writing if any material violation found. (Item 11 and 12 are omitted)		make a revolving credit line available for the counterparty to draw down. The "certain monetary limit" mentioned above shall be in compliance with subparagraph 4 in paragraph 1 the article. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the Company's net worth as stated in its latest financial statement. The terms"all audit committee members"and"all directors" mentioned above shall be counted as the actual number of persons currently holding those positions. (Item (2) is omitted) 7. Changes of Condition in Loans of Funds If, as a result of a change in circumstances, an entity for which a loan of funds is made does not meet the requirements of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to~~each supervisor~~the audit committee,and shall complete the rectification according to the timeframe set out in the plan. (Item 8 and 9 are omitted) 10. Internal Audit To strengthen the Company’s control and management in loans of funds, the Company's internal auditors shall audit the Procedure and implementation thereof no less frequently than quarterly and prepare written records accordingly and shall promptly notify~~each~~ ~~supervisor t~~he audit committeein writing if any material violation found. (Item 11 and 12 are omitted)
Article 7 Implementation and Amendment 1. The Procedure shall be approved by the Board of Directors and subsequently submitted to each Supervisor and the shareholders' meeting for approval. Any objection by the Director which is recorded or in writing shall be submitted to each Supervisor and the Shareholders' meeting for discussion. Any amendment is subject to the same procedures. (The following is omitted.)		Article 7 Implementation and Amendment 1. The Procedure shall be approved bymore than half of all audit committee members~~the Board of Directorsa~~nd subsequently submitted tothe Board of Directors~~each Supervisora~~nd the shareholders' meeting for approval. Any objection by the Director which is recorded or in writing shall be submitted to~~each Supervisor~~ ~~andt~~he Shareholders' meeting for discussion. Any amendment is subject to the same procedures.If approval of more than half of all audit committee members as required above is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. (The followingis omitted.)	Amend in compliance with the Company's establishment of an audit committee.

	Article Before Revision	Article Before Revision		Article After Revision	Article After Revision	Article After Revision	Explanation
Version	Date of Implementation /Amendment	Type of Approval	Version	Date of Implementation /Amendment		Type of Approval	Amending date added.
1	2010/01/15	Approved by Board of Directors	1		2010/01/15	Approved by Board of Directors
	2010/02/10	Approved on Special Shareholders' Meeting			2010/02/10	Approved on Special Shareholders' Meeting
2	2012/08/03	Approved by Board of Directors	2		2012/08/03	Approved by Board of Directors
	2013/06/14	Approved on Shareholders' Meeting			2013/06/14	Approved on Shareholders' Meeting
3	2014/03/27	Approved by Board of Directors	3		2014/03/27	Approved by Board of Directors
	2014/06/17	Approved on Shareholders' Meeting			2014/06/17	Approved on Shareholders' Meeting
			4		2017/03/24 2017/05/02	Approved by Board of Directors

CHC Healthcare Group

Comparison Table of Revised Articles of “Procedures for Endorsement & Guarantee”

Article Before Revision		Article After Revision		Explanation
Article 4 Procedures (Item 1 to 4 are omitted) 5. Decision Making and Authorization (1) When the Company makes any endorsement/guarantee, the Finance Accounting Department shall submit the evaluation results made in accordance with 4 of this Article, along with comments and opinions provided by other related departments, to the Board of Directors for approval. A pre-determined limit of not exceed 200% of the Company’s net worth may be delegated to the Chairman by the Board of Directors to facilitate execution and such endorsement/guarantee shall be submitted to the most coming Board of Directors' Meeting for ratification and the implementation shall be reported to shareholders on next year’s shareholders' meeting. (Item (2) and (3) are omitted) 6. Exceeding Amount and Changes of Condition in Endorsements/Guarantees (Item (1) is omitted) (2) If, due to change of circumstances, the endorsement/guarantee which in the first place is in conformity with 2 of this Article becomes against it, or, due to the change of basis for the calculation of the limit, the amount of endorsement /guarantee exceeds the limit that specified in 3 of this Article, a corrective plan shall be made and submit to each supervisor. And the proposed correction actions should be implemented within the period specified in the plan. (Item 7 and 8 are omitted) 9. Internal Audit Internal auditors shall perform auditing on the Company's endorsement/guarantee profile on a quarterly basis and produce written auditing reports. If any significant violation found, a written report is needed to notify each Supervisor. (The following is omitted.)		Article 4 Procedures (Item 1 to 4 are omitted) 5. Decision Making and Authorization (1) When the Company makes any endorsement/guarantee,~~the Finance~~ ~~Accounting Department shall submitt~~he evaluation results made in accordance with 4 of this Article~~, along with comments and opinions~~ ~~provided by other related departments,~~shall be approved by more than half of all audit committee members and submittedto the Board of Directors for~~approval r~~esolution. If approval of more than half of all audit committee members as required above is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. The terms"all audit committee members"and"all directors"mentioned above shall be counted as the actual number of persons currently holding those positions.A pre-determined limit of not exceed 200% of the Company’s net worth may be delegated to the Chairman by the Board of Directors to facilitate execution and such endorsement/guarantee shall be submitted to the most coming Board of Directors' Meeting for ratification and the implementation shall be reported to shareholders on next year’s shareholders' meeting. (Item (2) and (3) are omitted) 6. Exceeding Amount and Changes of Condition in Endorsements/Guarantees (Item (1) is omitted) (2) If, due to change of circumstances, the endorsement/guarantee which in the first place is in conformity with 2 of this Article becomes against it, or, due to the change of basis for the calculation of the limit, the amount of endorsement /guarantee exceeds the limit that specified in 3 of this Article, a corrective plan shall be made and submit to~~each supervisor~~the audit committee.And the proposed correction actions should be implemented within the period specified in the plan. (Item 7 and 8 are omitted) 9. Internal Audit Internal auditors shall perform auditing on the Company's endorsement/guarantee profile on a quarterly basis and produce written auditing reports. If any significant violation found, a written report is needed to notify~~each Supervisor~~the audit committee. (The followingis omitted.)		Amend in compliance with the Company's establishment of an audit committee.

Article Before Revision	Article Before Revision	Article Before Revision	Article Before Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Explanation
Article 5 Concern of Internal Control 1. In effecting the endorsement/guarantee, risk assessment shall be done and the report shall be submitted to the Board of Directors for approval. 2. Limits of endorsements/guarantees shall be set by the Board of Directors, and presented to the shareholders’ meeting for approval. (The following is omitted.)				Article 5 Concern of Internal Control 1. In effecting the endorsement/guarantee, risk assessment shall be done and the report shall beapproved by the audit committee andsubmitted to the Board of Directors for~~approval ~~resolution. 2. Limits of endorsements/guarantees shall beapproved by the audit committee~~set by the Board of Directors,a~~ndsubsequently submitted ~~presentedt~~othe Board of Directors andthe shareholders’ meeting for approval. (The followingis omitted.)						Amend in compliance with the Company's establishment of an audit committee.
Article 6 Implementation and Amendment 1. The Procedure shall be approved by the Board of Directors and subsequently submitted to each Supervisor and the shareholders' meeting for approval. Any objection by the Director which is recorded or in writing shall be submitted to each Supervisor and the Shareholders' meeting for discussion. Any amendment is subject to the same procedures. (The following is omitted.)				Article 6 Implementation and Amendment 1. The Procedure shall be approved bymore than half of all audit committee members~~the Board of Directorsa~~nd subsequently submitted to the Board of Directors~~each Supervisora~~nd the shareholders' meeting for approval. Any objection by the Director which is recorded or in writing shall be submitted to~~each Supervisor andt~~he Shareholders' meeting for discussion. Any amendment is subject to the same procedures.If approval of more than half of all audit committee members as required above is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. (The followingis omitted.)						Amend in compliance with the Company's establishment of an audit committee.
				(The followingis omitted.)
	Version	Date of Implementation /Amendment	Type of Approval		Version	Date of Implementation /Amendment		Type of Approval		Amending date added.
	1	2010/01/15	Approved by Board of Directors		1		2010/01/15	Approved by Board of Directors
		2010/02/10	Approved on Special Shareholders' Meeting				2010/02/10	Approved on Special Shareholders' Meeting
	2	2012/08/03	Approved by Board of Directors		2		2012/08/03	Approved by Board of Directors
		2013/06/14	Approved on Shareholders' Meeting				2013/06/14	Approved on Shareholders' Meeting
	3	2014/03/27	Approved by Board of Directors		3		2014/03/27	Approved by Board of Directors
		2014/06/17	Approved on Shareholders' Meeting				2014/06/17	Approved on Shareholders' Meeting
		2015/03/23	Approved by Board of Directors				2015/03/23	Approved by Board of Directors
	4	2015/06/12	Approved on Shareholders' Meeting		4		2015/06/12	Approved on Shareholders' Meeting
					5		2017/03/24		Approved by Board of Directors

`【` 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

2. Financial statements

3. 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 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.

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 together with unappropriated retained earnings at the beginning of the fiscal year, shall set aside at least 50% as unappropriated retained earnings for shareholders. Proposal for Distribution shall be submitted to shareholders’ meeting for approval Board of Directors.

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, on Jun. 13, 2016 for the seventh 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 “Articles of Incorporation” of the Company, 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.

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 `】`

Procedures for Election of Directors and Supervisors

Of

CHC Healthcare Group (The “Company”)

Article 1

Except as otherwise provided by law and regulation or “Articles of Incorporation” of the Company, elections of directors and supervisors shall be conducted in accordance with the Procedure.

Article 2

The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company's directors. Each Board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present as a whole are as follows:

The ability to make judgments about operations
Accounting and financial analysis ability
Business management ability
Crisis management ability
Knowledge of the industry
An international market perspective
Leadership ability
Decision-making ability

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

Article 3

Supervisors of the Company shall meet the following qualifications:

Integrity and a practical attitude
Impartial judgment
Professional knowledge
Broad experience
Ability to read financial statements

In addition to the requirements of the preceding paragraph, at least one among the supervisors of the Company must be an accounting or finance professional.

Appointments of supervisors shall be made with reference to the provisions on independence contained in “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, in order to select appropriate supervisors to help strengthen the Company's risk management and control of finance and operations. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director.

A supervisor may not serve concurrently as the director, managerial officer, or any other employee of the Company, and is advised to be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor.

Article 4

The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and shall be conducted in accordance with Article 24 of “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”.

Article 5

When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders’ meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s “Articles of Incorporation”, the Company shall call a special shareholders’ meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the provisions of Article 14-2, paragraph 1 of “Securities and Exchange Act”, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of “Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx”, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of supervisors falls below that prescribed in the Company’s “Articles of Incorporation” due to the dismissal of a supervisor for any reason, a by-election to fill the vacancy should ideally be held at the next shareholders’ meeting. When the supervisors are dismissed en masse, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6

The single registered and cumulative election voting method shall be used for election of the directors and supervisors at the Company. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7

The Board of Directors shall prepare separate ballots for directors and supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8

The number of directors and supervisors will be as specified in the Company's “Articles of Incorporation”, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers

of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10

If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 11

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by the Board of Directors.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

Article 12

The voting rights shall be calculated on site immediately after the end of the poll, and the list of persons elected as directors or supervisors shall be announced by the chair on the site.

Article 13

The Board of Directors of the Company shall issue notifications to the persons elected as directors or supervisors.

Article 14

The Procedure, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.

`【` Appendix 4 `】`

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		8,392,245
Minimum Shareholdings Required for All Supervisors		839,224

Note 1: Total shares issued of the Company: 139,870,750 Shares.

Note 2: Book closure starting date of 2017 Annual Shareholders’ Meeting: April 15, 2017

AI assistant

CHC — AGM Information 2017

52389_rns_2017-07-27_5f2221c2-3aca-40e3-ade6-2fed26357c82.pdf

CHC Healthcare Group

2017 Annual Shareholders’ Meeting

Meeting Agenda

Table of Contents

CHC Healthcare Group

Meeting Procedure for 2017 Annual Shareholders’ Meeting

1. Commencement

3. Report Items

4. Matters for Ratification

5. Matters for Discussion

6. Elections

7. Other Proposals

8. Extemporary Motions

9. Meeting Adjourned

CHC Healthcare Group

Meeting Agenda for 2017 Annual Shareholders’ Meeting

1. Commencement

2. Chairman’s Address

3. Report Items

4. Matters for Ratification

5. Matters for Discussion

6. Elections

7. Other Proposals

9. Meeting Adjourned

Report Items

1. 2016 Business Report

Matters for Ratification

1. 2016 Business Report and Financial Statements

2. Proposal for 2016 Earnings Distribution

CHC Healthcare Group Table of 2016 Earnings Distribution

Matters for Discussion

1. Amendment to the Company's “Articles of Incorporation”

3. Amendment to the Company's “Rules of Procedure for Shareholders’ Meetings”

Elections (Proposed by Board of Directors)

1. To elect directors of the Company’s Board of Directors for the 5th term

(Continued on Next Page)

Other Proposals (Proposed by Board of Directors)

Extemporary Motions

Meeting Adjourned

【 Attachment 1 】

CHC Healthcare Group

2016 Business Report

Dear Shareholders,

1. Operating Results of 2016

(1). Implementation of 2016 Business Plan

(2). Implementation of Budget

(4). Research and Developments Work

【 Attachment 2 】

CHC Healthcare Group Supervisor’s Report on Review of 2016 Audited Financial Reports

TO: 2017 Annual Shareholders’ Meeting of CHC Healthcare Group

【 Attachment 3 】

CHC Healthcare Group Information of Endorsements/Guarantees in 2016

5. Subsidiaries’ information of endorsements/guarantees by December 31, 2016:

【 Attachment 4 】

Report of Independent Accountants

Opinion

Basis for opinion

Key audit matters

Key audit matters: Evaluation of the ending balance of investments accounted for under equity method

Impairment assessment of goodwill

Description

How our audit addressed the matter

Impairment assessment of property, plant and equipment

Description

How our audit addressed the matter

Responsibilities of management and those charged with governance for the parent company only financial statements

Auditor’s responsibilities for the audit of the parent company only financial statements

CHC Healthcare Group Parent Company Only Balance Sheet December 31, 2016 & 2015

CHC Healthcare Group

Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2016 and 2015

CHC Healthcare Group

Parent Company Only Statements of Change in Equity For the Years Ended December 31, 2016 and 2015

CHC Healthcare Group

Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2016 and 2015

CHC Healthcare Group Representation Letter

CHC Healthcare Group

Report of Independent Accountants

CHC AGM Information 2017

`【` Attachment 1 `】`

`【` Attachment 2 `】`

`【` Attachment 3 `】`

`【` Attachment 4 `】`

`【` Appendix 1 `】`

`【` Appendix 2 `】`

`【` Appendix 3 `】`