CHC - AGM Information 2017 | FinancialReports.eu

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CHC Healthcare Group Meeting Minutes for 2017 Annual Shareholders’ Meeting

Date: June 13, 2017 at 09:00 a.m.

Place: 1F., No.30, Sec. 3, Xinsheng S. Rd., Da’an Dist., Taipei City 106, Taiwan

(Room 103 of Howard Civil Service International House)

Attendants: CHC’s total outstanding shares are 139,870,750 shares. 86,633,494 shares were represented by the shareholders and proxies present, which amounted to 61.93% of the Company’s 139,870,750 issued and outstanding shares.

Chairman: Pei-Lin, Lee, Chairman of CHC

Recorder: Chia-Wen, Wang

In Attendance: Tien-Ying, Lee, Director

Gui-Duan, Chen, Independent Director

Geng-Wang, Laiw, Independent Director

Yung-Shun, Chuang, Director Hwai, Wang, Supervisor Fu-Du, Chen, Supervisor

Commencement: The aggregate shareholdings of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.
Chairman’s Address: Dear Shareholders, thank you for visiting 2017 Annual Shareholders’ Meeting of CHC. Let’s proceed according to the agenda.

3. Report Items

(1). To report 2016 Business Report: Please refer to Attachment 1.
(2). To report Supervisor’s Report on review of 2016 audited financial reports: Please refer to Attachment 2.
(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: Please refer to Attachment 3.

4. Matters for Ratification

(1). 2015 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, Attachment 2 and Attachment 4.
- (3). Please ratify it.
Resolution: Ratified as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.
(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 ：

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$1.004588919 per 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: Ratified as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.

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 for comparison table of revised articles.
  - (3). Please start discussion.
- Resolution: Approved as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.
(2). 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 for comparison table of revised articles.

(3). Please start discussion.

Resolution: Approved as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.
(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 for comparison table of revised articles.
- (3). Please start discussion.

Resolution: Approved as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.

(4). 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 for comparison table of revised articles.

(3). Please start discussion.

Resolution: Approved as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.

(5). 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 and Attachment 10 for comparison table of revised articles.

(3). Please start discussion.

Resolution: Approved as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.

6. Elections

(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 ：

Directors is as f	ollowed`：`
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	0 share

Name		Education & Experience	Current Shareholdings
		(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
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: The Chairman announced the list of persons elected as

directors as followed:

directors as followed:
Shareholder Account Number or Identity Card Number	Account Name	Numbers of Votes
5	Princeton Healthcare Limited Representative: Pei-Lin, Lee	146,206,588
2	Tien-Ying, Lee	115,303,978
B10031XXXX	Chun-Shung, Huang	109,828,189
30630	Yen-Hsin Investment Ltd. Representative: Yung-Shun, Chuang	108,533,150
L10277XXXX	Gui-Duan, Chen	10,915,228
B10001XXXX	Chang-Jian, Ho	10,915,228
P12296XXXX	Geng-Wang, Laiw	10,915,228

7. Other Proposals

(1). 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). New directors’ current positions at other companies are as

followed:

followed:
Title	Name	Current Positions at Other Companies
Representative of Juristic-person director, Princeton Healthcare Limited	Pei-Lin, Lee	(1). Representative of Juristic-person director and Chairman (assigned by the Company), CHC Healthcare (BVI) Limited / CHC Healthcare (HK) Limited / Guangzhou Chiuho Medical System Co., Ltd. (2). Chairman, Princeton Healthcare Limited / Meditron Group Limited / CHC Healthcare Group / AESolution Biomedical Co., Ltd. (3). Director, SMTH AG / Swissray Medical AG / Swissray International Inc. / HE-SHENG Limited / CHIEN-LIN Medical Limited / LI-DA-FENG Limited (4). Representative of Juristic-person director, Swissray Global Healthcare Holding Ltd. (5). Chairman, Central Taiwan University of Science and Technology
Director	Tien-Ying, Lee	(1). Representative of Juristic-person director and Chairman (assigned by the Company), J.AB Beauty Co., Ltd. (2). Chairman, Butterfield Management Group Limited / Swissray International Inc. (3). Director, CHC Healthcare Group / SMTH AG / Swissray Medical AG / Swissray Healthcare Holding (H.K.) Limited (4). Chairman / General Manager / Representative of Juristic-person director, Swissray Asia Healthcare Co., Ltd. (5). Representative of Juristic-person director, Swissray Global Healthcare Holding Ltd. (6). Supervisor, AESolution Biomedical Co., Ltd. (7). Superintendent, YeeZen General Hospital
Director	Chun-Shung, Huang	(1). Director, Kimma Foundation (2). Honorary Physician and Consultant, Mackay Memorial Hospital (3). Attending Physician, Department of Orthopaedics, Changhua Christian Hospital (4). Head Consultant / Physician, Department of Orthopaedics, YeeZen General Hospital
Juristic-person director	Yen-Hsin Investment Ltd.	Director, AMPAK Technology Inc.
Representative of Juristic-person director, Yen-Hsin Investment Ltd.	Yung-Shun, Chuang	(1). Representative of Juristic-person director and Chairman, AAEON Technology Inc. / Onyx Healthcare Inc. / Yan-You Investment Inc. / AAEON Technology (Su Zhou) Inc. / Chang-Yang Technology Inc. (2). Chairman, AAEON Foundation / Yen-Hsin Investment Ltd. / Onyx Healthcare (Shanghai) Inc. / National Taiwan University of Science and

		Technology Innovation Co., Ltd. / Fu-Li Investment Inc. (3). Independent Director, Top Union Electronics Corp. / Everfocus Electronics Corp. (4). Director, Litemax Electronics Inc. / King Core Electronics Inc. / Sunengine Co., Ltd. / ATECH OEM INC. / Cirrus Data Insights Inc. / Allied Biotech Corp. / ONYX Healthcare USA, Inc. / ONYX Healthcare Europe B.V / AAEON Electronics Inc. / AAEON Development Incorporated / AAEON Technology (Europe) B.V. / AAEON Technology GMBH / Litemax Technology Inc. / Mcfees Group Inc. (5). Representative of Juristic-person director, Bai-Da Wireless Inc. / Qiye Electron (Dongguan) Ltd. / Danyang Qiye Technology Co.,Ltd. / MACHVISION Inc. / Xac Automation Corp. / Top Union Electronics (Shanghai) Corp. / Taiyong Electron (Suzhou) Corp. / Swissray Global Healthcare Holding Ltd. / AMPAK Technology Inc. / Asensetek Incorporation / Taipei Tech Star Venture Capital Co.,Ltd. / Kooidea Inc. / Feng-Shin Venture Capital Co.,Ltd. / MACHVISION (Dongguan) Inc Co., Ltd. / Allied Oriental International Ltd. / AAEON Technology Co., Ltd.
Independent director	Gui-Duan, Chen	(1). Adjunct Professor, Department of Accounting, Feng Chia University / National Chung Hsing University (2). Supervisor, Feng Chia University (3). CPA, EnWise CPAs & Co. (4). Arbitrator, Chinese Arbitration Association / Taipei and Guangzhou Arbitration Commission (5). Supervisor, Swancor Holding Co., LTD.
Independent director	Chang-Jian, Ho	Special Physician, Heping Fuyou Branch, Taipei City Hospital
Independent director	Geng-Wang, Laiw	Director, Research Department / Attending Physician, Department of Emergency Medicine / Acting Director, Planning and Public Affairs, YeeZen General Hospital

(4). Please start discussion.

Resolution: Approved as proposed by all the shareholders present to the Meeting when the Chairman opened the inquiry.

8. Extempore Motion: None

9. Meeting Adjourned (June 13, 2017 at 09:21 a.m.)

`【` 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)

21	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.

CEO: Goung-Yu, Chen

Chairman: Pei-Lin, Lee

CFO: Yi-Chun, Chen

CHC Healthcare Group and Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 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 members of audit committee shall exercise all powers conferred by “Company Act”,“Securities and Exchange Act”and any other law to		Amend in compliance with the Company's establishment of an audit committee.

	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: 1. Business report 2. Financial statements 3. Surplus earningdistribution or loss off-setting proposals	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 toa general shareholders’ meetingfor ratification: 1. Business report 2. Financial statements 3. Surplus earningdistribution or loss off-setting proposals	Amend in compliance with the Company's establishment of an audit committee.

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 3 Supervisors of the Companyshall meet the following qualifications:	(Canceled)		Amend in compliance with the Company's establishment of an

Article Before Revision	Article After Revision	Explanation
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.		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 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’ meetingto fill the vacancy. When the independent	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 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’ meetingto fill the vacancy. When the independent	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
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.	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 9	Article~~89~~	Adjust article number in compliance with the cancellation of Article 3.
Article 10	Article~~910~~	Adjust article number in

Article Before Revision			Article After Revision	Article After Revision	Article After Revision	Explanation
						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 Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips,and other meetingmaterials. Where there is an election of	Article 6 (The above is omitted.) The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips,and other meetingmaterials. Where there is an election of	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	Explanation
directors or supervisors, pre-printed ballots shall also be furnished. (The followingis omitted.)				director~~s or supervisors,~~pre-printed ballots shall also be furnished. (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.)				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
	2	2012/01/06	Approved on Special Shareholders' Meeting		2	2012/01/06	Approved on Special Shareholders' Meeting
	3	2013/03/25	Approved byBoard of		3	2013/03/25	Approved byBoard of

	Article Before Revision	Article Before Revision		Article After Revision	Article After Revision
		Directors			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.

Explanation

Article Before Revision Article After Revision audit report. If any material violation is discovered, a report audit report. If any material violation is discovered, a report shall be immediately made to the Chairman and senior shall be immediately made to the Chairman and senior management personnel authorized by the Board of Directors management personnel authorized by the Board of Directors and all supervisors shall be notified in written notice. and audit committee ~~all supervisors s~~ hall be notified in written notice. Article 26 Article 26 When conducting a merger and consolidation, split, acquisition, When conducting a merger and consolidation, split, acquisition, or assignment of shares, prior to convening the Board of or assignment of shares, prior to convening the Board of Directors to resolve on the matter, the Company shall engage a Directors to resolve on the matter, the Company shall engage a CPA, attorney, or securities underwriter to give an opinion on CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, price, or distribution of cash or other property to shareholders, and submit it to the Board of Directors for discussion and and submit it to the Board of Directors for discussion and approval. 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. Article 34 Article 34 Under any of the following circumstances, the Company Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 in the appropriate format as prescribed by regulations within 2 days or before the commencement of trading hours of the days or before the commencement of trading hours of the trading day next from the date of occurrence of the event: trading day next from the date of occurrence of the event: 1. Acquisition or disposal of real property from or to a related 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real party, or acquisition or disposal of assets other than real property from or to a related party where the transaction property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of 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 total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase and resale agreements, or subscription or redemption of domestic money market funds. redemption of ~~domestic m~~ oney market funds issued by (Item 2 and 3 are omitted) domestic securities investment trust enterprises. 4. Where an asset transaction other than any of those referred (Item 2 and 3 are omitted) to in the preceding three subparagraphs, a disposal of 4. Where the type of asset acquired or disposed is equipment receivables by a financial institution, or an investment in the for business use, the trading counterparty is not a related party, mainland China area reaches 20% or more of paid-in capital or 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

Article Before Revision		Article After Revision	Explanation
NT$300 million; provided, this shall not apply to the following circumstances: (1). Trading of government bonds. (2). Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets. (3). Trading of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds. (4). Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million. (5). Acquisition or disposal by a public company in the construction business of real property for construction use, where the trading counterparty is not a related party, and the transaction amount is less than NT$500 million. (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. 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 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 tradingengaged in upto the end of thepreceding		(1). For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2). For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 5. Acquisition or disposal by a public company in the construction business of real property for construction use, where the trading counterparty is not a related party, and the transaction amount reaches NT$500 million. 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 reaches NT$500 million. ~~74.~~Where an asset transaction other than any of those referred to in the preceding~~three s~~ixsubparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1). Trading of government bonds. (2). Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, or subscription by investment professionals of ordinary corporate bonds or of general bank debentures without equity characteristics that are offered and issued in the domestic primary market, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. (3). Trading of bonds under repurchase/resale agreements, or subscription or redemption of~~domesticm~~oney market funds issued by domestic securities investment trust enterprises. ~~(4). Where the type of asset acquired or disposed is~~ ~~equipment/machinery~~ ~~for~~ ~~business~~ ~~use,~~ ~~the~~ ~~trading~~ ~~counterparty is not a related party, and the transaction amount~~ ~~is less than NT$500 million.~~ ~~(5). Acquisition or disposal by a public company in the~~ ~~construction business of real property for construction use,~~

Article Before Revision

Article After Revision

Explanation

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. (The following is omitted.)

~~where the trading counterparty is not a related party, and the transaction amount is less than NT$500 million. (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. The amount of any individual transaction.

The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.
The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year.
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.

(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 committee.

Article Before Revision

Article After Revision

Explanation

“Regulations Governing the Acquisition and Disposal of Assets “Regulations Governing the Acquisition and Disposal of Assets 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.

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.

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

	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
	2014/03/27	Approved by Board of Directors			2014/03/27	Approved by Board of Directors
3	2014/06/17	Approved on Shareholders' Meeting	3		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 5 Concern of Internal Control		Article 5 Concern of Internal Control		Amend in

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
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.)				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.)						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

AI assistant

CHC — AGM Information 2017

52389_rns_2017-07-27_5977be15-62f5-4333-be9e-fd7df0243797.pdf

CHC Healthcare Group Meeting Minutes for 2017 Annual Shareholders’ Meeting

3. Report Items

4. Matters for Ratification

CHC Healthcare Group Table of 2016 Earnings Distribution

6. Elections

(4). Please vote.

directors as followed:

7. Other Proposals

followed:

(4). Please start discussion.

8. Extempore Motion: None

9. Meeting Adjourned (June 13, 2017 at 09:21 a.m.)

【 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

Opinion

Basis for opinion

Key audit matters

Key audit matters: Impairment assessment of goodwill

Description

How our audit addressed the matter

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

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

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

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

CHC Healthcare Group and Subsidiaries Consolidated Balance Sheet

December 31, 2016 & 2015

CHC Healthcare Group and Subsidiaries Consolidated Balance Sheet

December 31, 2016 & 2015

(Expressed in Thousands of New Taiwan Dollars)

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

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

CHC Healthcare Group and Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016 and 2015

CHC Healthcare Group and Subsidiaries Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016 and 2015

CHC Healthcare Group

Comparison Table of Revised Articles of “Articles of Incorporation”

CHC Healthcare Group

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

CHC AGM Information 2017

`【` Attachment 1 `】`

`【` Attachment 2 `】`

`【` Attachment 3 `】`

`【` Attachment 4 `】`