CHC - AGM Information 2019 | FinancialReports.eu

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CHC Healthcare Group

2019 Annual Shareholders’ Meeting

Meeting Agenda

Date of the Meeting: Place of the Meeting:

June 12, 2019 at 09:00 a.m. 7F., No. 369, Fuxing N. Rd., Taipei City 105, Taiwan (Salt & Light Conference Center)

			Page
`Ⅰ`. Meeting Procedure			2
`Ⅱ`. Meeting Agenda			3
1. Report Items			4
2. Matters for Ratification			6
3. Matters for Discussion			8
4. Extemporary Motions			17
5. Meeting Adjourned			17
`Ⅲ`. Attachment
Attachment 1.	2018 Business Report		18
Attachment 2.	2018 Audit Committee’s Review Report		20
Attachment 3.	Information of Endorsements/Guarantees in 2018		21
Attachment 4.	Status of Execution of the Company’s Share Repurchase		22
Attachment 5.	“Rules for the First Repurchase and Transfer of Shares to Employees”		23
Attachment 6.	Report of Independent Auditors and 2018 Parent Company Only Financial Statements and Consolidated Financial Statements		25
Attachment 7.	Comparison Table of Revised Articles of “Articles of	Incorporation”	51
Attachment 8.	Comparison Table of Revised Articles of “Procedures Governing the Acquisition or Disposal of Assets”		53
Attachment 9.	Comparison Table of Revised Articles of “Operational Procedures for Loaning Funds to Others”		65
Attachment 10.	Comparison Table of Revised Articles of Endorsement & Guarantee”	“Procedures for	67
Attachment 11.	Comparison Table of Revised Articles of “Rules Shareholders’ Meetings”	of Procedure for	69
Attachment 12.	Detail List of the Directors and Their Representatives to be Released from Non-Competition Restrictions		70
`Ⅳ`. Appendix
Appendix 1.	Articles of Incorporation		71
Appendix 2.	Rules of Procedure for Shareholders’ Meetings		75
Appendix 3.	Shareholdings of All Directors		81

CHC Healthcare Group Meeting Procedure for 2019 Annual Shareholders’ Meeting

Commencement
President’s Address

3. Report Items

4. Matters for Ratification

5. Matters for Discussion

6. Extemporary Motions

7. Meeting Adjourned

CHC Healthcare Group Meeting Agenda for 2019 Annual Shareholders’ Meeting

Date of the Meeting: June 12, 2019 at 09:00 a.m.

Place of the Meeting: 7F., No. 369, Fuxing N. Rd., Taipei City 105, Taiwan (Salt & Light Conference Center)

1. Commencement

President’s Address

3. Report Items

(1). 2018 Business Report
(2). Audit Committee’s Report on review of 2018 audited financial reports
(3). To report the distribution of the compensations for employees and remunerations for directors of 2018
(4). To report the information of endorsements/guarantees in 2018
(5). To report the status of execution of the Company’s share repurchase
(6). To report the Company’s adoption of “Rules for the First Repurchase and Transfer of Shares to Employees”
(7). To report the status of the private placement of common shares resolved by 2018 Annual Shareholders’ Meeting

4. Matters for Ratification

(1). 2018 Business Report and Financial Statements

(2). Proposal for 2018 Earnings Distribution

5. Matters for Discussion

(1). Amendment to the Company's “Articles of Incorporation”
(2). Amendment to the Company's “Procedures Governing the Acquisition or Disposal of Assets”
(3). Amendment to the Company's “Operational Procedures for Loaning Funds to Others” and “Procedures for Endorsement & Guarantee”
(4). Amendment to the Company's “Rules of Procedure for Shareholders’ Meetings”
(5). To release the directors and their representatives from non-competition restrictions
(6). To transfer shares to employees at less than the average actual share repurchase price

(7). To propose the issuance plan for a private placement of common shares

6. Extemporary Motions

7. Meeting Adjourned

Report Items

2018 Business Report
Explanation: Please refer to Attachment 1 (p18-19).
Audit Committee’s Report on review of 2018 audited financial reports Explanation: Please refer to Attachment 2 (p20).
To report the distribution of the compensations for employees and remunerations for directors of 2018
Explanation: (1). According to Article 24-1, paragraph 1 of the Company's “Articles of Incorporation”: When allocating the profit of current year (profit before tax and compensations for employees and remunerations for directors), 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.
- (2). The Company’s 4th Compensation Committee’s meeting of the 4th term approved employees' compensation for NT$ 139,919 (0.05%) and directors' remuneration for NT$ 5,600,000 (2.00%). All the compensations and remunerations will be paid in cash.
To report the information of endorsements/guarantees in 2018 Explanation: Please refer to Attachment 3 (p21).

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To report the status of execution of the Company’s share repurchase
Explanation: Please refer to Attachment 4 (p22).
To report the Company’s adoption of “Rules for the First Repurchase and Transfer of Shares to Employees”
Explanation: “Rules for the First Repurchase and Transfer of Shares to Employees” has been approved by the Company’s 10th meetings of the Board of Directors of the 5th term on November 12, 2018. Please refer to Attachment 5 (p23-24).
To report the status of the private placement of common shares resolved by 2018 Annual Shareholders’ Meeting
Explanation: The Company’s 2018 Annual Shareholders’ Meeting resolved to do a private placement of common shares on June 11, 2018, the expiry date of the issuance plan is June 10, 2019. Influenced by the economic situation in the domestic and overseas, the difficulties of seeking strategic investors as stipulated by laws and regulations increased. Thus, the plan will lapse automatically if it can’t be done within the time limit.

Matters for Ratification

1. 2018 Business Report and Financial Statements

(Proposed by Board of Directors)
Explanation: (1). The Company’s audit committee issued its report after reviewing 2018 Parent Company Only Financial Statements and Consolidated Financial Statements, which audited by independent auditors, Sheng-Wei, Teng and Hui-Chin, Chou Tseng of PricewaterhouseCoopers (PwC) Taiwan, together with 2018 Business Report.
(2). For 2018 Business Report, 2018 Audit Committee’s Review Report, Report of Independent Auditors and 2018 Parent Company Only Financial Statements and Consolidated Financial Statements, please refer to Attachment 1 (p18-19), Attachment 2 (p20) and Attachment 6 (p25-50).
(3). Please ratify it.

Resolution:

2. Proposal for 2018 Earnings Distribution

(Proposed by Board of Directors)
Explanation: (1). The Company’s profit for the year 2018 is NT$ 323,421,688. After setting aside the legal reserve for NT$ 32,342,169, special reserve for NT$ 330,409,972 based on Article 41, paragraph 1 of “Securities and Exchange Act” and then adding adjusted unappropriated retained earnings at the beginning of 2018 for NT$ 439,712,148, the distributable unappropriated retained earnings for the year 2018 is NT$ 400,381,695. Proposal for earnings distribution is as follows:

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CHC Healthcare Group Table of 2018 Earnings Distribution

Item	Amount(NT$)	Amount(NT$)
	Subtotal	Total
Unappropriated retained earnings at the beginningof theyear		188,105,118
Add: Adjustment to adoption of new IFRS	251,607,030
Adjusted unappropriated retained earnings at the beginningof theyear		439,712,148
Add: Profit for theyear	323,421,688
Deduct: Legal reserve	(32,342,169)
Deduct: Special reserve	(330,409,972)
Subtotal		(39,330,453)
Distributable unappropriated retained earnings for theyear		400,381,695
Distribution items:
Cash dividends(NT$1.8per share)		250,044,518
Unappropriated retained earnings at the end of theyear		150,337,177
President: Pei-Lin, Lee CEO: Pei-Lin, Lee CFO: Yi-Chun, Chen

(2). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
(3). 2018 earnings distribution is first distributed from earnings in 2018 which is distributable.
(4). 2018 earnings distribution is based on the number of outstanding shares on December 31, 2018 (138,913,621 shares), and will distribute cash dividend of NT$1.8 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.
(5). It requests shareholders’ approval on the Meeting that the President 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.
(6). The record date and payment date for cash dividends’ payment will be decided by the President as authorized by shareholders after approved on the Meeting.
(7). Please ratify it.

Resolution:

Matters for Discussion

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 amendment
```
 - to “Company Act” and to meet the Company’s operational needs.
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- (2). For comparison table of revised articles, please refer to Attachment 7 (p51-52).
- (3). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
- (4). Please start discussion.

Resolution:

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. 1070341072 issued on November 26, 2018 by Securities and Futures Bureau, Financial Supervisory Commission, and to meet the Company’s operational needs.
(2). For comparison table of revised articles, please refer to Attachment 8 (p53-64).
(3). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
(4). Please start discussion.

Resolution:

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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 in accordance with Letter No. 1080304826 issued on March 7, 2019 by Securities and Futures Bureau, Financial Supervisory Commission, and to meet the Company’s operational needs.
- (2). For comparison table of revised articles, please refer to Attachment 9 (p65-66) and Attachment 10 (p67-68).
- (3). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
- (4). Please start discussion.

Resolution:

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 amendment to “Company Act”.
- (2). For comparison table of revised articles, please refer to Attachment 11 (p69).
- (3). Please start discussion.

Resolution:

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To release the directors and their representatives from non-competition restrictions (Proposed by Board of Directors)
Explanation: (1). According to Article 209 of “Company Act”, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
- (2). 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 need and operations development. For relevant information, please refer to Attachment 12 (p70).
- (3). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
- (4). Please start discussion.

Resolution:

To transfer shares to employees at less than the average actual share repurchase price

(Proposed by Board of Directors)

Explanation: (1). Since expensing employee bonus leads to the decrease in the Company’s distribution of bonus, to reduce the impact of expensing employee bonus on the Company and to achieve the goal of motivating employees and retaining talents, the Company has proposed to transfer shares to employees at less than the average actual share repurchase price.
(2). In accordance with Article 10-1 of “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”, when the Company intends to transfer shares to employees at less than the average actual share repurchase price, relevant matters shall be explained as follows:

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A. The exercise price, the valuation percentage, the bases of calculations, and the reasonableness: The exercise price is 60% of the simple average closing price of the common shares for either the 1, 3, or 5 business days (temporary reference price) before the price determination date. The current exercise price of transferring treasury shares to employees is NT$ 20 dollars per share (calculated based on the simple average closing price NT$ 33.66 per share of the common shares for 5 business days before March 14, 2019 multiplied by 60%). The valuation percentage is determined according to present economic conditions and the Company’s future business circumstance, which is deemed to be reasonable.
B. The number of shares to be transferred, the purpose, and the reasonableness:
(a). The number of shares to be transferred: 1,000,000 shares
(b). The purpose: To motivate employees and retain talents for the purpose of enhancing cohesion
(c). The reasonableness: The Company adequately gives incentive to employees by offering the exercise price of 60% of the simple average closing price of the common shares for either the 1, 3, or 5 business days (temporary reference price) before the price determination date (March 14, 2019). Also the cumulative number of shares planned to transfer to employees has not exceed 5% of the total issued shares of the Company regulated by Article 10-1 of “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”. Therefore, it is deemed to be reasonable.

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C. Qualification requirements for employees subscribing to shares, and the number of shares they are allowed to subscribe for:
(a). Qualification requirements for employees subscribing to shares: Perform in compliance with Article 4 of the Company’s “Rules for the First Repurchase and Transfer of Shares to Employees”
(b). The number of shares allowed to be subscribed for: Perform in compliance with Article 5 of the Company’s “Rules for the First Repurchase and Transfer of Shares to Employees”
D. Factors affecting shareholders' equity:
(a). The expensable amount and dilution of the Company's earnings per share:
- (i). The expensable amount: Temporarily calculated based on the closing price per share on March 14, 2019, the amount will be adjusted on the basis of the actual record date of transfer.
  - (Market price per share (Closing price per share on share subscription record date) – Actual exercise price) * Actual number of shares exercise = NT$ 14,550 thousand
- (ii). Dilution of the Company's earnings per share: Dilution of earnings per share = Expensable amount / Current number of outstanding shares = NT$ 0.10

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(b). Explain what financial burden will be imposed on the Company by transferring shares to employees at less than the average actual share repurchase price:
- For the Company to transfer shares to employees at less than the average actual share repurchase price, the estimated gap between the exercise price and the repurchase price is NT$ 14,960 thousand. Since there is no capital surplus generated from transaction of treasury shares, after deducted the expensable amount of NT$ 14,550, the unappropriated retained earnings will be offset by NT$ 410 thousand. The unappropriated retained earnings on the account is NT$ 150,337 thousand after distribution of 2018 earnings, which is still higher than the aforesaid gap. Considering the Company’s working capital will increase by NT$ 20,000 thousand after transferring of treasury shares to employees and the Company is now remain profitable, it will cause no critical financial burden.
(3). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
(4). Please start discussion.

Resolution:

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To propose the issuance plan for a private placement of common shares (Proposed by Board of Directors)
Explanation: (1). To enhance the long-term relationship with strategic investors and consider the effectiveness of raising capital, the Company has proposed a private placement of common shares within the limit of 20,000 thousand shares and may be carried out by installments (no more than 3 times) within one year of the date of the resolution of the Meeting in accordance with Article 43-6 of “Securities and Exchange Act”. Relevant information is as follows:
- A. The basis and reasonableness of the private placement pricing
  - (a). The price per share fixed for privately placed common shares may not be lower than 80% of the reference price. The reference price shall be the higher of the following two calculations:
    - (i). The simple average closing price of the common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
    - (ii). The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
  - (b). It will be proposed to the Meeting to authorize the Board of Directors to determine the actual price determination date and issuance price in accordance with the status of selecting the specific persons and the market situation, also the price can’t be lower than the percentage for the private placement pricing set by the Meeting.

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(c). It is believed to be reasonable due to the basis for the method by which the price was set and terms above are all complied with relevant laws and regulations and in line with market situation.
B. The method, objectives, necessity and anticipated benefits for selecting the specific persons
(a). The method and objectives of selecting the placee: To enhance the relationship with strategic investors, the Company plans to select the specific persons in accordance with Article 43-6 of “Securities and Exchange Act”.
(b). The necessity and anticipated benefits: The Company proposed to engage with strategic investors through private placement to raise capital for the Company’s long-term operating plan and future business development. It is expected that the private placement will strengthen future competitiveness, improve financial structure, enrich working capital and have advantage on the Company’s long-term development. Cooperation with strategic investors may lead to broader business territory, which also has positive influence on shareholders’ equity.
C. The reasons for the necessity for conducting the private placement
(a). The reasons for not using a public offering: Considering the regulation of three year no-trading period, it will help assure the long-term relationship between the strategic investors and the Company through private placement.

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(b). The limit on the private placement: Within the limit of 20,000 thousand shares
(c). The use of the funds raised by installments and the anticipated benefits: The funds raised by installments in the private placement will be used to enrich working capital and for future development needs. It is expected to strengthen financial structure, replenish working capital and improve competitiveness of the Company.
(2). The new private placement shares shall have the same rights and obligations as holders of common shares of the Company except the transfer limitation of privately placed securities within three years of the delivery date stated in Article 43-8 of “Securities and Exchange Act”. It will be proposed to the Meeting to authorize the Board of Directors to file with the competent authority for retroactive handling of public issuance procedures for the private placement shares after three full years have elapsed since the delivery date based on “Securities and Exchange Act” and relevant rules.
(3). It will be proposed to the Meeting to authorize the Board of Directors to make amendment, supplement or take any actions toward the issuance price, terms and conditions, particulars of the plan and the actual status and other relevant matters related to the private placement if there occurs any update of R.O.C. laws or regulations, request by the authority, change of the market conditions or due to any subjective and objective factors.
(4). It will be proposed to the Meeting to authorize the President to represent the Company to negotiate and sign any document and contract with regard to the private placement plan, also to represent the Company for matters regarding the plan.
(5). The proposal has been approved by the Company’s 10th audit committee’s meeting of the 1st term.
(6). Please start discussion.

Resolution:

Extemporary Motions

Meeting Adjourned

`【` Attachment 1 `】`

CHC Healthcare Group 2018 Business Report

Dear Shareholders,

Thank you very much for your continuous support and advice to let CHC Healthcare Group keep on growing in such a competitive environment. With all the efforts from employees, we hereby report that CHC has created the best performance over the years in 2018 and achieved double-digit net margin. Also, CHC has delivered good business results in both domestic and foreign markets. CHC believes the sustainable operation of a corporation requires economic foundations, so we will continue expanding our business to create both shareholders’ and employees’ maximum interest in the future.

1. Operating Results of 2018

(1). Implementation of 2018 Business Plan

2018 consolidated operating revenue totals NT$2,507,466 thousand, which is a growth compared with NT$2,117,116 thousand in 2017. Mainly reason for the growth is the increase in medical equipment sold. 2018 profit for the year is NT$317,829 thousand, which is a significant growth compared with 2017 loss for the year NT$89,286 thousand. Increase in medical equipment sold and no recognition of impairment loss of “Available-for-sale financial assets” are the main cause of the growth. Operating Results of 2018 is as follows:

of 2018 is as follows:
	NT$ Thousand
Item	2018
Operating revenue	2,507,466
Gross profit	730,786
Operating expenses	270,805
Operating profit	459,981
Profit before income tax	368,169
Profit for theyear	317,829

(2). Implementation of Budget

It’s unnecessary for the Company to disclose the implementation for budget because the 2018 financial forecast was not released previously.

(3). Financial Analysis

Financial Analysis
	Item	2018	2017
Capital Structure & Liquidity	Debts Ratio (%)	52.68%	53.61%
	Current Ratio(%)	236.84%	168.65%
Profitability	Return on Total Assets (%)	3.72%	(0.18)%
	Return on Equity (%)	6.33%	(1.81)%
	Net Margin (%)	12.68%	(4.22)%
	Basic Earnings Per Share	NT$2.32	NT$(0.62)

(4). Research and Developments Work

The Group is not in manufacturing industry, thus there is no R&D department. Only CHC has engaged in “IROIP(Integrated Radiation Oncology Information Platform) Development Program”, technology research and development programs partially subsidized by Ministry of Economic Affairs, in 2018. According to the program, CHC invests in research and development of the information platform from 2018 to 2020 on the basis of its technical service team and the past experience in cooperating with hospitals. The information platform is able to integrate Healthcare Information System with Oncology Information System to bring convenience, accuracy, effectiveness and completeness of various tasks related to radiation therapy.

Perspectives and Operating Strategy for 2019
(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 recent years, we have actively promoted precision medicine, we have successfully brought in proton therapy system. 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. CHC plans to introduce MR-Linac in 2019 for our next step. Radiation therapy combined linear accelerator with MRI enable doctors to visualize the target during treatment, which can spare healthy tissue at the ultimate while targeting the tumor. 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 to create differentiated competitiveness. We have successfully entered China and South-East Asia market by offering our technical services, and will continue nurturing our talents to extend the service line.
(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 South-East Asia is constantly under process considering the lack of large medical equipment in the area. CHC has cooperated with Mayapada Hospital in Indonesia to help them to establish radiation oncology department. In the future, CHC will continue to provide medical management one-stop full service solution of oncology to improve medical quality and train medical talents for South-East Asia.

(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.

President: Pei-Lin, Lee CEO: Pei-Lin, Lee CFO: Yi-Chun, Chen

`【` Attachment 2 `】`

CHC Healthcare Group 2018 Audit Committee’s Review Report

TO: 2019 Annual Shareholders’ Meeting of CHC Healthcare Group

The Board of Directors reports 2018 Parent Company Only Financial Statements and Consolidated Financial Statements, and were audited by independent auditors, Sheng-Wei, Teng and Hui-Chin, Chou Tseng of PricewaterhouseCoopers (PwC) Taiwan, which they considered to present a fair view of the Company’s financial position, operating results and cash flows. 2018 Parent Company Only Financial Statements and Consolidated Financial Statements, together with 2018 Business Report and Proposal for 2018 Earnings Distribution, have all been reviewed by us as audit committee of the Company. We deem no inappropriateness on these documents. Pursuant to Article 14-4 of “Securities and Exchange Act” and Article 219 of “Company Act”, we hereby present the 2018 Audit Committee’s Review Report. Please review.

CHC Healthcare Group

By Gui-Duan, Chen Convener of Audit Committee March 22, 2019

`【` Attachment 3 `】`

CHC Healthcare Group Information of Endorsements/Guarantees in 2018

The Company’s information of endorsements/guarantees by December 31, 2018:

Counterparty: Six 100% owned subsidiaries
Total Amount of Endorsements/Guarantees: NT$ 3,834,244 thousand
Purpose of Endorsements/Guarantees: For subsidiaries’ financing needs
According to the net worth on December 31, 2018, the ceiling on total amount of the Company’s endorsements/guarantees is NT$ 14,917,089 thousand and the ceiling on amount of the Company’s endorsements/guarantees to any individual entity is NT$ 9,944,726 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	Counterparty	Amount (NT$ thousand)
1	Chiu Ho Medical System Co.,Ltd.	1,917,145
2	Tomorrow Medical System Co.,Ltd.	1,460,000
3	Chiu Ho Scientific Co.,Ltd.	251,715
4	E CenturyHealth Care Corporation	57,000
5	Medlink Healthcare Limited	50,000
6	Guangzhou Chiuho Medical System Co.,Ltd.	98,384
	Total Amount	3,834,244

5. Subsidiaries’ information of endorsements/guarantees by December 31, 2018:

Item	Provider	Counterparty	Amount (NT$ thousand)
1	Hsing-Yeh Biotechnology Co., Ltd.	CHC Healthcare Group	828,236
2	Hsing-Yeh Biotechnology Co., Ltd.	Tomorrow Medical System Co., Ltd.	575,164
Total Amount			1,403,400

`【` Attachment 4 `】`

CHC Healthcare Group Status of Execution of the Company’s Share Repurchase

According to Article 28-2, paragraph 1 of “Securities and Exchange Act”, the procedure of share repurchase shall comply with the provisions of “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” announced by Financial Supervisory Commission. Status of execution is as follows:

Share repurchase in batches	1stBatch
Date of resolution byBoard of Director	August 13,2018
Purpose of share repurchase	Transfer shares to employees
Scheduled period for share repurchase	From August 14, 2018 to October 13,2018
Number of shares to be repurchased	1,000,000 shares
Repurchaseprice range	NT$30 to 48
Actual period for share repurchase	From August 15, 2018 to October 12,2018
Number of shares repurchased	1,000,000 shares
Total monetaryamount of shares repurchased	NT$34,955,961
Average repurchasepriceper share	NT$34.96
Number of shares cancelled	None
Cumulative number of own shares held	1,000,000 shares
Ratio of cumulative number of own shares held during the repurchase period to the total number of the Company’s issued shares	0.71%
Status of execution	Notyet transfer to employees

`【` Attachment 5 `】`

Rules for the First Repurchase and Transfer of Shares to Employees

Of

CHC Healthcare Group (The “Company”)

Article 1

To motivate employees and enhance cohesion, the Company adopted the “Rules for the First Repurchase and Transfer of Shares to Employees” in accordance with Article 28-2, paragraph 1, subparagraph 1 of “Securities and Exchange Act”, the provisions of “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” announced by Financial Supervisory Commission and related regulations. Any repurchase of shares for the purpose of transferring to the employees by the Company, in addition to complying with related laws and regulations, shall be carried out in accordance with the Rule.

(Type of shares to be transferred, a description of the rights attaching thereto, and any restrictions on such rights)

Article 2

Shares in the present transfer of shares to employees will be common shares, and the rights and obligations associated with those shares, unless otherwise provided by applicable laws and regulations or the Rule, will be the same as other outstanding common shares of the Company.

(Transfer period)

Article 3

In accordance with the Rule, the shares in the present share repurchase may be transferred to employees in a single transfer or multiple transfers within three years from the date of the share repurchase. Any portion not yet transferred within the said time limit will be deemed unissued shares and an amendment registration of share cancellation shall be performed in compliance with laws.

(Eligibility requirements for transferees)

Article 4

Eligibility for transferees that entitled with the right to subscribe the shares according to Article 5 of the Rule is limited to those who are full-time formal employees in the organization of the Company and its subsidiaries home and abroad which the Company directly or indirectly holds more than 50% of the voting shares on the share subscription record date. Eligibility who resign (or on leave without pay) during the period since the share subscription record date to the conclusion of payment period will be disqualified from the right. Part-time employees, temporary employees, short-term workers and subcontracted labor are excluded from the Rule.

(Procedures for transfer of shares)

Article 5

The number of shares to which employees may subscribe will be determined by the President based on the criteria of employee ranks, service seniority and significant contribution to the

Company, also factors such as the total repurchase shares the Company holds on the share subscription record date and subscription limit for single employee shall be taken into consideration. Any employee that has duty as a managerial officer regulated by the Company’s “Compensation Committee Charter” that are qualified shall be first submitted to the compensation committee for review and the Board of Directors for approval.

Employees who have not subscribed and completed payment at the conclusion of the designated subscription and payment period will be deemed to have waived their subscription rights. In the event of an insufficient number of subscriptions, the President may contact other employees regarding subscription to the remaining shares. If the amount of subscriptions still remains insufficient, the Company shall proceed as provided in Article 3 of the Rule.

Article 6

Procedures for the present repurchase of shares and transfer to employees:

The repurchase of the Company’s shares will be publicly announced, reported, and carried out during the implementation period in accordance with the resolution of the Board of Directors.
For the matters related to each transfer such as the period for payment and others, the President is hereby authorized by the Board of Directors to adopt and to publicly announce operating procedures relating to the record date for employee subscriptions, the standards for number of shares to which employees may subscribe, the period for payment of subscriptions, the rights associated with share subscriptions and any restrictive conditions.
Statistics will be compiled on the numbers of shares actually subscribed and paid for, and the registration of share transfers will be carried out.

(Agreed transfer price per share)

Article 7

The share transfer price for the present repurchase of shares and transfer to employees will be the average of the actual share repurchase prices, provided that if, prior to the transfer, there is an increase in the number of issued shares of the Company’s common shares, the transfer price may be adjusted within a range proportional to the increase.

(Rights and obligations subsequent to execution of the transfer)

Article 8

Except where otherwise provided, the rights and obligations associated with the transferred shares, following the transfer of shares in the present share repurchase to employees and transfer registration procedures, will be the same as those originally associated with the shares.

Article 9

The Rule, and any amendments hereto, shall be effected after adoption by resolution of the Board of Directors, and shall be reported to the latest shareholders’ meeting.

Version	Date of Implementation/Amendment	Type of Approval
1	2018/08/13	Approved byBoard of Directors
2	2018/11/12	Approved byBoard of Directors

【 Attachment 6 】

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, 2018 and 2017, 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, based on our audits and the reports of other independent accountants, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended, in accordance with the “ Regulations Governing the Preparation 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 this Code. We believe 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 on the parent company only financial statements for the year ended December 31, 2018 were as follows:

Assessment of investments accounted for using equity method

Refer to Note 4(11) for accounting policy on investments accounted for using equity method, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for using equity method, and Note 6(4) for details of investments accounted for using equity method.

As of December 31, 2018, the Company’s subsidiary, Chiu Ho Medical System Co., Ltd. and its subsidiaries (“Chiu Ho Medical System Group”), recognised investments accounted for using equity method and investment income amounting to NT$3,395,576 thousand and NT$109,233 thousand, respectively. Because Chiu Ho Medical System Group’s investments accounted for using equity method constituted 44% of the Company’s total assets as of December 31, 2018, and investment income constituted 40% of the Company’s profit before tax for the year ended December 31, 2018, which are significant to the Company’s financial statements, we identified assessment of investments accounted for using equity method as a key audit matter as well as the key audit matters, impairment assessment of goodwill and property, plant and equipment included in Chiu Ho Medical System Group’s financial statements. The key audit matters in relation to Chiu Ho Medical System Group’s financial statements for the year ended December 31, 2018 are stated as follows:

Impairment assessment of goodwill

Description

As of December 31, 2018, Chiu Ho Medical System Group’s goodwill arising from business combination amounted to NT$150,617 thousand. After identifying the smallest cash generating unit which can generate independent cash flows, Chiu Ho Medical System Group used the recoverable amount of each cash generating unit to assess whether goodwill may be impaired. Since the assumptions that management used to assess whether goodwill is impaired involve subjective judgement and have high uncertainty, we considered the impairment assessment of goodwill as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

A. Obtained an understanding of whether the management identifies the objective evidence of

goodwill impairment by following the procedure and taking into account certain factors in a consistent manner and confirmed whether the management uses reliable information.

B. Obtained the report on the valuation of the subsidiary issued by an expert as per the management’s request and performed the following:
(1) Assessed the independence, objectiveness and competence by reviewing the expert’s qualification.
(2) Assessed whether the valuation model is reasonable based on our knowledge of the Chiu Ho Medical System Group’s businesses and industry.
(3) Confirmed whether the expert uses the same future cash flows relative to the budget for the next five years provided by the management.
(4) Checked whether the comparable assets adopted in appraisal report are consistent with the actual operation.
(5) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Impairment assessment of property, plant and equipment

Description

Some of Chiu Ho Medical System Group’s leasing businesses were not as profitable as expected due to fierce competition in healthcare industry. The Chiu Ho Medical System Group assesses the impairment based on the estimated recoverable amounts of leasing assets (shown as property, plant and equipment) where there is an indication that they are impaired. Given that the calculation of recoverable amounts requires significant accounting estimates relying upon subjective judgement and uncertainty, we consider the impairment assessment of leasehold assets using the cash-generating units as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Obtained an understanding of whether the management identifies the objective evidence of impairment by following the procedure and taking into account certain factors in a consistent manner and confirmed whether the management uses reliable information.
B. Acquired the asset appraisal report issued by an expert as per the management’s request and

performed the following:

(1) Assessed the expert’s independence, objectiveness and competence by reviewing the expert’s qualification.
(2) Assessed whether the valuation method is widely adopted and appropriate based on our knowledge of the Chiu Ho Medical System Group’s businesses and industry.
(3) Confirmed whether the replacement cost, comparative objects and the assets’ use indicated on the appraisal report truthfully reflect the actual operation.
(4) Assessed whether the significant assumptions applied by the expert is relevant and reasonable and tested the mathematical accuracy.

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 Preparation of Financial Reports by Securities Issuers”, and for such internal controls 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, including the audit committee, 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 it 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 parent company only 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:

A. 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 controls.
B. Obtain an understanding of internal controls 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 controls.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. 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.
E. 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.
F. 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 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 controls 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 for the current period and are therefore the key audit matters. We describe these matters in our report unless the 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.

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 2019

The accompanying parent company only 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 parent company only 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 SHEETS

DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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December 31, 2018 December 31, 2017
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 50,008 - $ 549,051 8
1110 Financial assets at fair value 6(2)(15)
through profit or loss - current 53,482 1 - -
1180 Accounts receivable - related 7
parties 3,370 - 1,011 -
1200 Other receivables - - 446 -
1210 Other receivables due from 7
related parties 541,975 7 121,223 2
1220 Current tax assets 2,576 - 2,185 -
1410 Prepayments 6,514 - 4,204 -
1470 Other current assets 8 - - 30,000 -
11XX Total current assets 657,925 8 708,120 10
Non-current assets
1510 Financial assets at fair value 6(2)(15)
through profit or loss - non-
current 492 - 660 -
1517 Financial assets at fair value 6(3)
through other comprehensive
income - non-current 14,394 - - -
1523 Available-for-sale financial assets
- non-current - - 62,890 1
1550 Investments accounted for using 6(4)
equity method 7,010,440 90 6,350,651 88
1600 Property, plant and equipment 1,832 - 2,996 -
1840 Deferred tax assets 6(18) 49,516 1 2,172 -
1980 Other financial assets - 8
non-current 57,053 1 53,802 1
1990 Other non-current assets 1,438 - 1,912 -
15XX Total non-current assets 7,135,165 92 6,475,083 90
1XXX Total assets $ 7,793,090 100 $ 7,183,203 100
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(Continued)

CHC HEALTHCARE GROUP PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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December 31, 2018 December 31, 2017
Liabilities and Equity Notes Amount % Amount %
Current liabilities
2100 Short-term borrowings 6(5) $ 180,000 3 $ - -
2150 Notes payable 1,464 - 892 -
2170 Accounts payable - - 31 -
2200 Other payables 20,565 - 7,532 -
2220 Other payables - related parties 7 - - 13,560 -
2300 Other current liabilities 6(6)(7) 929 - 487,502 7
21XX Total current liabilities 202,958 3 509,517 7
Non-current liabilities
2530 Bonds payable 6(6) 1,177,035 15 1,164,693 16
2540 Long-term borrowings 6(7) and 8 1,440,000 18 595,000 9
2570 Deferred tax liabilities 6(18) 734 - 625 -
25XX Total non-current liabilities 2,617,769 33 1,760,318 25
2XXX Total liabilities 2,820,727 36 2,269,835 32
Equity
Share capital 6(10)
3110 Share capital - common stock 1,399,136 18 1,399,136 19
Capital surplus 6(6)(9)(11)
3200 Capital surplus 2,930,253 38 2,927,016 41
Retained earnings 6(12)
3310 Legal reserve 245,206 3 245,206 3
3320 Special reserve 33,211 - 171,995 2
3350 Unappropriated retained earnings 763,134 10 203,226 3
Other equity 6(3)
3400 Other equity ( 363,621) ( 4) ( 33,211) -
3500 Treasury shares 6(10) ( 34,956) ( 1) - -
3XXX Total equity 4,972,363 64 4,913,368 68
Significant contingent liabilities 9
and unrecognised contract
commitments
3X2X Total liabilities and equity $ 7,793,090 100 $ 7,183,203 100
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The accompanying notes are an integral part of these parent company only financial statements.

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS (LOSS) PER SHARE AMOUNTS)

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2018 2017
Items Notes Amount % Amount %
4000 Operating revenue 6(13) and 7 $ 435,545 100 $ 326,640 100
5000 Operating costs 6(8)(9)(17) and 7 ( 101,775) ( 23) ( 89,709) ( 28)
5900 Gross profit 333,770 77 236,931 72
Non-operating income and expenses
7010 Other income 6(14) and 7 3,986 1 2,988 1
7020 Other gains and losses 6(2)(15) ( 21,469) ( 5) ( 286,938) ( 88)
7050 Finance costs 6(16) ( 42,188) ( 10) ( 39,643) ( 12)
7000 Total non-operating income and
expenses ( 59,671) ( 14) ( 323,593) ( 99)
7900 Profit (loss) before income tax 274,099 63 ( 86,662) ( 27)
7950 Income tax benefit (expense) 6(18) 49,323 11 ( 33) -
8000 Profit (loss) from continuing operation 323,422 74 ( 86,695) ( 27)
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8316 Unrealised gains (losses) from 6(3)
investments in equity instruments
measured at fair value through other
comprehensive income ( 48,496) ( 11) - -
8330 Share of other comprehensive income of
subsidiary, associates and joint
ventures accounted for using the equity
method, components of other
comprehensive income that will not be
reclassified to profit or loss 5,890 1 - -
Components of other comprehensive
income that will be reclassified to profit
or loss
8361 Financial statements translation
differences of foreign operations ( 8,676) ( 2) ( 8,487) ( 3)
8362 Unrealised gains (losses) on valuation of
available-for-sale financial assets - - 153,996 47
8380 Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using equity method ,
components of other comprehensive
income that will be reclassified to
profit or loss 347 - ( 8,168) ( 2)
8399 Income tax related to components of
other comprehensive income that will
be reclassified to profit or loss ( 2,150) - 1,443 1
8300 Other comprehensive (loss) income for
the year ($ 53,085) ( 12) $ 138,784 43
8500 Total comprehensive income for the year $ 270,337 62 $ 52,089 16
Earnings (loss) per share
9750 Basic earnings (loss) per share $ 2.32 ($ 0.62)
9850 Diluted earnings (loss) per share $ 2.02 ($ 0.62)
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The accompanying notes are an integral part of these parent company only financial statements.

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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Capital Reserves Retained Earnings Other Equity Interest
Unrealised gains
Financial (loss) on financial
statements assets at fair value Unrealised gains
translation through other (losses) on
Treasury share Employee share Unappropriated differences of comprehensive available-for-sale
Notes Ordinary share Share premium transactions options Others Legal reserve Special reserve retained earnings foreign operations income financial assets Treasury shares Total equity
2017
Balance at January 1, 2017 $ 1,398,478 $ 2,806,521 $ 173 $ 57,416 $ 27,600 $ 229,313 $ 93,146 $ 526,742 ($ 11,320) $ - ($ 160,675) $ - $ 4,967,394
Loss for the year - - - - - - - ( 86,695 ) - - - - ( 86,695)
Other comprehensive income (loss) - - - - - - - - ( 7,438) - 146,222 - 138,784
Total comprehensive income (loss) - - - - - - - ( 86,695 ) ( 7,438) - 146,222 - 52,089
Appropriations of 2016 earnings 6(12)
Legal reserve - - - - - 15,893 - ( 15,893 ) - - - - -
Special reserve - - - - - - 78,849 ( 78,849 ) - - - - -
Cash dividends - - - - - - - ( 140,490) - - - - ( 140,490)
Redemption of convertible bonds - 18,765 - - ( 18,765 ) - - - - - - - -
Conversion of convertible bonds - - - - 30,842 - - - - - - - 30,842
Exercise of employee stock options 6(10) 658 5,104 - ( 3,277) - - - - - - - - 2,485
Compensation cost of employee stock options 6(9) - - - 1,279 - - - - - - - - 1,279
Compensation cost of employee stock options of
subsidiaries - - - 1,358 - - - - - - - - 1,358
Difference between consideration and carrying
amount of subsidiaries acquired or disposed - - - - - - - ( 1,589) - - - - ( 1,589)
Balance at December 31, 2017 $ 1,399,136 $ 2,830,390 $ 173 $ 56,776 $ 39,677 $ 245,206 $ 171,995 $ 203,226 ($ 18,758) $ - ($ 14,453 ) $ - $ 4,913,368
2018
Balance at January 1, 2018 $ 1,399,136 $ 2,830,390 $ 173 $ 56,776 $ 39,677 $ 245,206 $ 171,995 $ 203,226 ($ 18,758) $ - ($ 14,453 ) $ - $ 4,913,368
Effects of retrospective application and restatement - - - - - - - 251,607 - ( 291,778) 14,453 - ( 25,718)
Balance at January 1 after adjustments 1,399,136 2,830,390 173 56,776 39,677 245,206 171,995 454,833 ( 18,758) ( 291,778) - - 4,887,650
Profit for the year - - - - - - - 323,422 - - - - 323,422
Other comprehensive loss - - - - - - - - ( 10,479) ( 42,606) - - ( 53,085)
Total comprehensive income (loss) - - - - - - - 323,422 ( 10,479) ( 42,606) - - 270,337
Appropriations of 2017 earnings 6(12)
Cash dividends - - - - - - - ( 153,905) - - - - ( 153,905)
Reversal of special reserve - - - - - - ( 138,784) 138,784 - - - - -
Compensation cost of employee stock options 6(9) - - - 1,207 - - - - - - - - 1,207
Compensation cost of employee stock options of
subsidiaries - - - 2,030 - - - - - - - - 2,030
Expired employee stock warrants - - - ( 7,372) 7,372 - - - - - - - -
Purchase of treasury shares 6(10) - - - - - - - - - - - ( 34,956 ) ( 34,956)
Balance at December 31, 2018 $ 1,399,136 $ 2,830,390 $ 173 $ 52,641 $ 47,049 $ 245,206 $ 33,211 $ 763,134 ($ 29,237) ($ 334,384) $ - ($ 34,956 ) $ 4,972,363
34
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Note: The employees’ compensation were $170 and $0, and the directors’ and supervisors’ remuneration were $4,800 and $0 in 2016 and 2017, respectively, which had been deducted from net income for the years.

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

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charge
Amortisation expense
Net loss on financial assets or liabilities at
fair value through profit or loss
Interest expense
Interest income
Compensation cost of employee stock
options
Share of profit of associates and joint
ventures accounted for using equity
method
Amortisation of discount on bonds payable
Impairment loss on financial assets
Changes in operating assets and liabilities
Changes in operating assets
Financial assetsat fair value through profit
or loss-current
Accounts receivable due from related
parties, net
Other receivables
Prepayments
Other non-current assets
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Other payables to related parties
Other current liabilities
Cash (outflow) inflow generated from operations
Interest received during the year
Dividends received during the year
Interest paid during the year
Income tax paid
Net cash flows (used in) from operating
activities

Notes
2018
2017
$ 274,099
( $ 86,662 )
6(17)
1,164
1,148
6(17)
583
611
6(2)(15)
21,586
9,242
6(16)
26,333
26,070
6(14)
(
3,984 )
(
2,980 )
6(9)
1,207
1,279
6(13)
(
326,425 )
(
220,080 )
6(16)
15,855
13,573
6(15)
-
277,325
(
74,900 )
-
(
2,359 )
1,362
446
(
13 )
(
2,310 )
579
(
109 )
-
572
(
574 )
(
31 )
(
85 )
12,891
(
5,687 )
(
13,560 )
13,560
14
(
167 )
(
68,928 )
28,501
3,232
3,133
3,152
157,808
(
26,191 )
(
26,042 )
(
393 )
(
4,133 )
(
89,128 )
159,267

(Continued)

CHC HEALTHCARE GROUP

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other receivable due from related
parties
Decrease in other current assets
Acquisition of investments accounted for using
equity method
Proceeds from capital reduction of investments
accounted for using equity method
Acquisition of property, plant and equipment
Increase in other financial assets - non-current
Net cash flows (used in) from investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Proceeds from issuing bonds
Bonds issue cost
Repayments of bonds
Proceeds from long-term debt
Repayments of long-term debt
Payment of cash dividends
Exercise of employee stock options
Payments to acquire treasury shares
Net cash flows from financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes
2018
2017
( $ 420,000 )
( $ 30,000 )
30,000
70,000
7
(
739,503 )
(
259,670 )
7
376,800
319,000
-
(
233 )
(
3,251 )
(
50,000 )
(
755,954 )
49,097
6(20)
180,000
-
6(6)
-
1,200,000
-
(
6,800 )
(
320,100 )
(
693,566 )
6(20)
1,440,000
-
6(20)
(
765,000 )
(
85,000 )
6(12)
(
153,905 )
(
140,490 )
-
2,485
6(10)
(
34,956 )
-
346,039
276,629
(
499,043 )
484,993
549,051
64,058
$ 50,008
$ 549,051

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

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, 2018, under the Criteria Governing the 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 Standard 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

Pei-Lin Lee Chairman

March 22, 2019

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 subsidiaries (the “Group”) as at December 31, 2018 and 2017, 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, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation 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 on the consolidated financial statements for the year ended December 31, 2018 were as follows:

Impairment assessment of goodwill

Description

As of December 31, 2018, the Group generated goodwill of NT$150,617 thousand as the result of a merger with Shih-Lu Co., Ltd.

After identifying the smallest cash generating unit which can generate independent cash flows, the Group used the recoverable amount of each cash generating unit to assess whether goodwill may be impaired. Since the assumptions that management used to assess whether goodwill is impaired involve subjective judgement and have high uncertainty, we considered the impairment assessment of goodwill a key audit matter.

Refer to Note 4(19) for the accounting policy on goodwill impairment and Note 5(2) for uncertainty of accounting estimates and assumptions in relation to goodwill impairment.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Obtained an understanding of whether the management identifies the objective evidence of goodwill impairment by following the procedure and taking into account certain factors in a consistent manner and confirmed whether the management uses reliable information.
B. Obtained the report on the valuation of the subsidiary issued by an expert as per the management’s request and performed the following:
(1) Assessed the expert’s independence, objectiveness and competence by reviewing the expert’s qualification.
(2) Assessed whether the valuation model is reasonable based on our knowledge of the Group’s businesses and industry.
(3) Confirmed whether the expert uses the same future cash flows relative to the budget for the next five years provided by the management.

(4) Checked whether the comparable assets adopted in appraisal report are consistent with the actual operation.
(5) Assessed whether the significant assumptions applied by the expert are relevant and reasonable and tested the mathematical accuracy.

Impairment assessment of property, plant and equipment

Description

Some of the Group’s leasing businesses were not as profitable as expected due to fierce competition in healthcare industry. The Group assesses the impairment based on the estimated recoverable amounts of leasing assets (shown as property, plant and equipment) where there is an indication that they are impaired. Given that the calculation of recoverable amounts requires significant accounting estimates relying upon subjective judgement and uncertainty, we consider the impairment assessment of leasehold assets using the cash-generating units as a key audit matter.

Refer to Note 4(19) for the accounting policy on asset impairment and Note 5(2) for accounting estimates and assumption uncertainty of asset impairment.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Obtained an understanding of whether the management identifies the objective evidence of impairment by following the procedure and taking into account certain factors in a consistent manner and confirmed whether the management uses reliable information.
B. Acquired the asset appraisal report issued by an expert as per the management’s request and performed the following:
(1) Assessed the independence, objectiveness and competence by reviewing the expert’s qualification.
(2) Assessed whether the valuation method is widely adopted and appropriate based on our knowledge of the Group’s businesses and industry.
(3) Confirmed whether the replacement cost, comparative objects and the assets’ use indicated on the appraisal report truthfully reflect the actual operation.
(4) Assessed whether the significant assumptions applied by the expert is relevant and reasonable and tested the mathematical accuracy.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of CHC Healthcare Group as at and for the years ended December 31, 2018 and 2017.

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 Preparation 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 the audit committee, 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:

A. 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 controls.
B. 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 controls.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. 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.
E. 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.
F. 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 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.

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 2019

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 SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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December 31, 2018 December 31, 2017
Assets Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 1,209,636 11 $ 1,444,363 14
1110 Financial assets at fair value through 6(2) (23)
profit or loss - current 53,482 1 - -
1140 Contract assets - current 6(21) and 7 40,959 - - -
1150 Notes receivable, net 6(4) and 8 44,838 1 45,082 -
1170 Accounts receivable, net 6(4) 501,782 5 511,801 5
1180 Accounts receivable - related parties 7 240,038 2 231,771 2
1200 Other receivables 205 - 1,937 -
1210 Other receivables due from related 7
parties 153,369 1 88,659 1
1220 Current tax assets 3,671 - 20,644 -
130X Inventories 6(5) 489,977 5 290,360 3
1410 Prepayments 6(6) 459,705 4 348,650 3
1470 Other current assets 8 6,923 - 58,316 1
11XX Total current assets 3,204,585 30 3,041,583 29
Non-current assets
1510 Financial assets at fair value through 6(2)(23) and
profit or loss - non-current 12(4) 492 - 660 -
1517 Financial assets at fair value through 6(3)
other comprehensive income - non-
current 47,231 - - -
1523 Available-for-sale financial assets - 12(4)
non-current - - 89,837 1
1550 Investments accounted for using equity 6(7)
method 18,484 - 14,241 -
1600 Property, plant and equipment 6(8), 7 and 8 4,752,936 44 4,609,262 43
1760 Investment property, net 6(9) and 8 1,194,580 11 1,152,185 11
1780 Intangible assets 6(29) 161,746 1 161,746 2
1840 Deferred tax assets 6(26) 68,298 1 22,543 -
1980 Other financial assets - non-current 6(10), 7 and 8 720,468 7 612,925 6
1990 Other non-current assets 6(8)(9)(11) 678,915 6 887,981 8
15XX Total non-current assets 7,643,150 70 7,551,380 71
1XXX Total assets $ 10,847,735 100 $ 10,592,963 100
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CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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December 31, 2018 December 31, 2017
Liabilities and equity Notes Amount % Amount %
Current liabilities
2100 Short-term borrowings 6(12) and 8 $ 686,932 6 $ 641,535 6
2130 Contract liabilities - current 6(21) 30,047 - - -
2150 Notes payable 4,346 - 4,139 -
2170 Accounts payable 204,951 2 136,576 1
2180 Accounts payable - related parties 7 11,229 - 4,696 -
2200 Other payables 6(8) 149,934 2 58,549 1
2230 Current tax liabilities 64,063 1 44,827 -
2250 Provisions for liabilities - current 10,685 - 9,752 -
2300 Other current liabilities 6(13)(14) 190,845 2 903,438 9
21XX Total current liabilities 1,353,032 13 1,803,512 17
Non-current liabilities
2527 Contract liabilities - non-current 6(21) 309,500 3 - -
2530 Bonds payable 6(13) and 8 1,177,035 11 1,164,693 11
2540 Long-term borrowings 6(14) and 8 2,812,608 26 2,349,362 22
2550 Provisions for liabilities - non-current 400 - 745 -
2570 Deferred tax liabilities 6(26) 40,431 - 40,131 1
2600 Other non-current liabilities 6(15) 21,210 - 320,083 3
25XX Total non-current liabilities 4,361,184 40 3,875,014 37
2XXX Total liabilities 5,714,216 53 5,678,526 54
Equity attributable to owners of the
parent
Share capital 6(18)
3110 Share capital - common stock 1,399,136 13 1,399,136 13
Capital surplus 6(13)(17)
(19)
3200 Capital surplus 2,930,253 27 2,927,016 27
Retained earnings 6(20)
3310 Legal reserve 245,206 2 245,206 2
3320 Special reserve 33,211 - 171,995 2
3350 Unappropriated retained earnings 763,134 7 203,226 2
Other equity 6(3) and
12(4)
3400 Other equity ( 363,621) ( 3) ( 33,211) -
3500 Treasury shares 6(18) ( 34,956) - - -
31XX Total equity attributable to owners
of the parent 4,972,363 46 4,913,368 46
36XX Non-controlling interest 161,156 1 1,069 -
3XXX Total equity 5,133,519 47 4,914,437 46
Significant contingent liabilities and 9
unrecognised contract commitments
3X2X Total liabilities and equity $ 10,847,735 100 $ 10,592,963 100
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The accompanying notes are an integral part of these consolidated financial statements.

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS (LOSS) PER SHARE AMOUNTS)

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2018 2017
Items Notes Amount % Amount %
4000 Operating revenue 6(9)(21)(28) and
7 $ 2,507,466 100 $ 2,117,116 100
5000 Operating costs 6(5)(9)(16)(25)
and 7 ( 1,776,680) ( 71) ( 1,428,463)( 67)
5950 Gross profit 730,786 29 688,653 33
Operating expenses 6(9)(16)(17)(25)
(28)
6100 Selling expenses ( 124,613) ( 5) ( 113,773)( 5)
6200 General and administrative
expenses ( 192,217) ( 7) ( 222,005)( 11)
6300 Research and development
- - -
expenses ( 1,193)
6450 Gain on expected credit
impairment loss 47,218 2 - -
6000 Total operating expenses ( 270,805) ( 10) ( 335,778)( 16)
6900 Operating profit 459,981 19 352,875 17
Non-operating income and
expenses
7010 Other income 6(22) and 7 15,621 - 22,285 1
7020 Other gains and losses 6(2)(23), 7 and
12(4) ( 20,840) ( 1) ( 322,035)( 15)
7050 Finance costs 6(13)(24) ( 82,066) ( 3) ( 71,509)( 4)
7060 Share of loss of associates 6(7)
and joint ventures
accounted for using equity
method ( 4,527) - ( 7,692) -
7000 Total non-operating
income and expenses ( 91,812) ( 4) ( 378,951)( 18)
7900 Profit (loss) before income tax 368,169 15 ( 26,076)( 1)
7950 Income tax expense 6(26) ( 50,340) ( 2) ( 63,210)( 3)
8200 Profit (loss) for the year $ 317,829 13 ($ 89,286)( 4)
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(Continued)

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS (LOSS) PER SHARE AMOUNTS)

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2018 2017
Items Notes Amount % Amount %
Other comprehensive income
Components of other comprehensive
income that will not be reclassified
to profit or loss
8316 Unrealised gains (losses) from 6(3)
investments in equity instruments
measured at fair value through other
comprehensive income ($ 42,606) ( 2) $ - -
Components of other comprehensive
income that will be reclassified to
profit or loss
8361 Financial statements translation
-
differences of foreign operations ( 8,676) ( 8,487) ( 1)
8362 Unrealised gain (losses) on valuation 12(4)
of available-for-sale financial assets - - 146,222 7
8370 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 347 - ( 453) -
8399 Income tax related to components of 6(26)
other comprehensive income that
- -
will be reclassified to profit or loss ( 2,150) 1,502
8300 Other comprehensive (loss) income for
the year ($ 53,085) ( 2) $ 138,784 6
8500 Total comprehensive income for the
year $ 264,744 11 $ 49,498 2
Profit (loss) attributable to:
8610 Owners of the parent $ 323,422 13 ($ 86,695) ( 4)
8620 Non-controlling interest ($ 5,593) - ($ 2,591) -
Comprehensive income attributable
to:
8710 Owners of the parent $ 270,337 11 $ 52,089 2
8720 Non-controlling interest ($ 5,593) - ($ 2,591) -
Earnings (loss) per share 6(27)
9750 Basic earnings (loss) per share $ 2.32 ($ 0.62)
9850 Diluted earnings (loss) per share $ 2.02 ($ 0.62)
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The accompanying notes are an integral part of these consolidated financial statements.

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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Equity attributable to owners of the parent
Capital Reserves Retained Earnings Other Equity Interest
Unrealised gains
Financial (loss) on
statements financial assets Unrealised gains
translation at fair value (loss) on
Unappropriated differences of through other available-for-
Treasury share Employee share Special retained foreign comprehensive sale financial Treasury Non-controlling
Notes Ordinary share Share premium transactions options Others Legal reserve reserve earnings operations income assets shares Total interest Total equity
2017
Balance at January 1, 2017 $ 1,398,478 $ 2,806,521 $ 173 $ 57,416 $ 27,600 $ 229,313 $ 93,146 $ 526,742 ($ 11,320) $ - ($ 160,675) $ - $ 4,967,394 $ 2,071 $ 4,969,465
Consolidated net loss - - - - - - - ( 86,695 ) - - - - ( 86,695) ( 2,591) ( 89,286)
Other comprehensive income (loss) - - - - - - - - ( 7,438) - 146,222 - 138,784 - 138,784
Total comprehensive income (loss) - - - - - - - ( 86,695 ) ( 7,438) - 146,222 - 52,089 ( 2,591) 49,498
Appropriations of 2016 earnings 6(20)
Legal reserve - - - - - 15,893 - ( 15,893 ) - - - - - - -
Special reserve - - - - - - 78,849 ( 78,849 ) - - - - - - -
Cash dividends - - - - - - - ( 140,490 ) - - - - ( 140,490) - ( 140,490)
Redemption of convertible bonds 6(13) - 18,765 - - ( 18,765) - - - - - - - - - -
Conversion of convertible bonds 6(13) - - - - 30,842 - - - - - - - 30,842 - 30,842
Exercise of employee stock options 6(18) 658 5,104 - ( 3,277) - - - - - - - - 2,485 - 2,485
Compensation cost of employee stock 6(17)
options - - - 1,279 - - - - - - - - 1,279 - 1,279
Compensation cost of employee stock 6(17)
options of subsidiaries - - - 1,358 - - - - - - - - 1,358 - 1,358
Difference between consideration and
carrying amount of subsidiaries
acquired or disposed - - - - - - - ( 1,589 ) - - - - ( 1,589) - ( 1,589)
Non-controlling interest - - - - - - - - - - - - - 1,589 1,589
Balance at December 31, 2017 $ 1,399,136 $ 2,830,390 $ 173 $ 56,776 $ 39,677 $ 245,206 $ 171,995 $ 203,226 ($ 18,758) $ - ($ 14,453) $ - $ 4,913,368 $ 1,069 $ 4,914,437
2018
Balance at January 1, 2018 $ 1,399,136 $ 2,830,390 $ 173 $ 56,776 $ 39,677 $ 245,206 $ 171,995 $ 203,226 ($ 18,758) $ - ($ 14,453) $ - $ 4,913,368 $ 1,069 $ 4,914,437
Effects of retrospective application 12(4)
and restatement - - - - - - - 251,607 - ( 291,778) 14,453 - ( 25,718) - ( 25,718)
Balance at January 1 after adjustments 1,399,136 2,830,390 173 56,776 39,677 245,206 171,995 454,833 ( 18,758) ( 291,778) - - 4,887,650 1,069 4,888,719
Consolidated net income - - - - - - - 323,422 - - - - 323,422 ( 5,593) 317,829
Other comprehensive income (loss) - - - - - - - - ( 10,479) ( 42,606 ) - - ( 53,085) - ( 53,085)
Total comprehensive income (loss) - - - - - - - 323,422 ( 10,479) ( 42,606 ) - - 270,337 ( 5,593) 264,744
Appropriations of 2017 earnings 6(20)
Cash dividends - - - - - - - ( 153,905 ) - - - - ( 153,905) - ( 153,905)
Reversal of special reserve - - - - - - ( 138,784) 138,784 - - - - - - -
Compensation cost of employee stock 6(17)
options - - - 1,207 - - - - - - - - 1,207 - 1,207
Compensation cost of employee stock 6(17)
options of subsidiaries - - - 2,030 - - - - - - - - 2,030 - 2,030
Expired employee stock warrants - - - ( 7,372) 7,372 - - - - - - - - - -
Purchase of treasury shares 6(18) - - - - - - - - - - - ( 34,956 ) ( 34,956) - ( 34,956)
Non-controlling interest - - - - - - - - - - - - - 165,680 165,680
Balance at December 31, 2018 $ 1,399,136 $ 2,830,390 $ 173 $ 52,641 $ 47,049 $ 245,206 $ 33,211 $ 763,134 ($ 29,237) ($ 334,384) $ - ($ 34,956 ) $ 4,972,363 $ 161,156 $ 5,133,519
48
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The accompanying notes are an integral part of these consolidated financial statements.

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Provision for bad debts expense
Expected credit gain
Depreciation charge
Gain on disposal of property, plant and
equipment
Interest expense
Interest income
Share of loss of associates and joint ventures
accounted for using equity method
Net loss on disposal of investments
accounted for using equity method
Loss on financial assets or liabilities at fair
value through profit or loss
Amortisation of discount on bonds payable
Compensation cost of employee stock
options
Impairment loss on financial assets
Impairment loss on non-financial assets
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through
through profit or loss
Contract assets-current
Notes receivable, net
Notes receivable due from related parties
Accounts receivable, net
Accounts receivable due from related
parties
Other receivables
Other receivables due from related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities-current
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Provisions for liabilities-current
Other current liabilities
Provisions for liabilities - non-current
Cash inflow generated from operations
Interest paid during the year
Interest received during the year
Income tax paid
Net cash flows from operating activities Notes
2018
2017
$
368,169
($
26,076 )
-
37,864
(
47,218 )
-
6(8)(9)(25)
428,598
432,245
6(23)
(
279 ) (
57 )
72,806
63,592
6(22)
(
8,250 ) (
4,581 )
6(7)
4,527
7,692
6(23)
350
-
6(2)(23)
21,586
9,242
6(24)
15,855
13,573
6(17)
3,237
2,637
6(23)
-
277,325
6(23)
1,350
-
6(2)
(
74,900 )
-
(
7,029 )
-
283
9,787
-
140,619
6,104
(
18,040 )
(
8,267 ) (
166,658 )
1,732
398
(
65,537 ) (
53,000 )
(
182,455 ) (
75,102 )
(
111,055 ) (
221,876 )
(
6,615 )
50,481
(
10,274 )
-
207
(
1,499 )
77,410
(
49,755 )
6,533
1,446
19,304
(
22,840 )
-
(
1,161 )
933
(
6,235 )
4,946
8,265
(
345 ) (
2,222 )
511,706
406,064
(
67,535 ) (
61,690 )
8,250
4,581
(
61,733 ) (
55,196 )
390,688
293,759

(Continued)

CHC HEALTHCARE GROUP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other current assets
Acquisition of investments accounted for using
equity method
Acquisition of property, plant and equipment
Capitalised interest of property, plant and
equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of investment property
Increase in refundable deposits
Decrease in refundable deposits
Decrease (increase) in other non-current assets
Capitalised interest from increase in other non-
current assets
Increase in other financial assets - non-current
Net cash flows used in investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Decrease in short-term loans
Proceeds from long-term debt
Repayments of long-term debt
Increase in guarantee deposits received
Decrease in guarantee deposits received
Increase in other non-current liabilities
Decrease in other non-current liabilities
Repayments of bonds
Proceeds from issuing bonds
Bonds issue cost
Payment of cash dividends
Exercise of employee stock options
Payments to acquire treasury shares
Acquisition of ownership interests in subsidiaries
Change in non-controlling interest
Net cash flows (used in) from financing
activities
Effect of changes in foreign currency exchange rates
on cash and cash equivalents
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Notes

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

CHC Healthcare Group

Comparison Table of Revised Articles of “Articles of Incorporation”

Article Before Revision	Article After Revision	Explanation

Article 1 The Company is incorporated as a company limited by shares under “Company Act”, and its name is “CHC Healthcare Group”.	Article 1 The Company is incorporated as a company limited by shares under “Company Act”, and its name is“`承業生醫投資控股股份有限公司`” in the Chinese language, and“CHC Healthcare Group”in the English language.	Revise wording as appropriate to cater for the amendment to “Company Act”.
(Newly added)	Article 5-1 To transfer treasury shares to employees at less than the average actual share repurchase price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders’meeting attended by shareholders representing a majority of total issued shares before transferring. Qualification requirements of employees with the right to subscribe the shares including the employees from parent company or affiliate companies meeting certain specific requirements.	Newly added contents to cater for the amendment to “Company Act” and to meet the Company’s operational needs.
Article 6 The share certificate of the Company shall all be name-bearing, numbering and shall be signed by, affixed with the seals or by signature of, at least three directors of the Company, and issued after duly authentication pursuant to the law. The Company may issue shares without printing share certificates, only shall be in custody or registration under centralized securities depository enterprise, which also applies in issuance of corporate bonds.	Article 6 The share certificate of the Company shall all be name-bearing~~,~~ ~~numbering and shall be signed by, affixed with the seals or by~~ ~~signature of, at least three directors of the Company, and issued after~~ ~~duly authentication pursuant to the law.~~The Company may issue shares without printing share certificates, only shall be in~~custody or~~ registration under centralized securities depository enterprise, which also applies in issuance of corporate bonds.	Revise wording as appropriate to cater for the amendment to “Company Act”.
Article 16 The Company shall have at least five but no more than nine directors 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 are eligible for re-election. (Paragraph 2 is omitted) At least three 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 shalladopt a candidates nomination system in accordance with Article 192-1 of“Company Act”andhave at least five but no more than nine directors to be elected at the shareholders’ meeting by the shareholders fromamong the nominees listed in the roster of director candidates~~any person with legal capacity~~to serve a term of three years. All of the directors are eligible for re-election. (Paragraph 2 is omitted) At least three 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.T~~he terms,thequalification,the	Revise wording as appropriate to cater for the change of election of directors to a candidates nomination system.

Article Before Revision	Article After Revision	Explanation
	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 24-1 (Paragraph 1 and paragraph 2 are omitted) 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 President.	Article 24-1 (Paragraph 1 and paragraph 2 are omitted) Compensations for employees shall be paid by either shares or cash. The employees to receive compensations shall include certain qualified employees fromparent company oraffiliate companies and the rules of distribution shall be made bythe President.	Revise wording as appropriate to cater for the amendment to “Company Act”.
Article 25 If the Company has earnings in a fiscal year, the Company shall, after paying all taxes, offsetting all prior losses, set aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company and set aside or reserving a special reserve according to relevant regulations when necessary. Any remaining amount after the abovementioned payments together with unappropriated retained earnings at the beginning of the fiscal year, shall set aside at least 50% as unappropriated retained earnings for shareholders. Proposal for Distribution shall be submitted to shareholders’ meeting for approval Board of Directors. (Paragraph 2 is omitted)	Article 25 If the Company has earnings in a fiscal year, the Company shall, after paying all taxes, offsetting all prior losses, set aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company and set aside or reserving a special reserve according to relevant regulations when necessary. Any remaining amount after the abovementioned payments together with unappropriated retained earnings at the beginning of the fiscal year, shall set aside at least 50% as unappropriated retained earnings for shareholders.Board of Directors shall submit theProposal for Distribution~~shall be submitted~~ to shareholders’ meeting for approvalif the distribution is in the form of issuing new shares ~~Board of Directors~~. In accordance with“Company Act”, the Company may authorize the Board of Directors to decide the distributable dividends and bonuses or legal reserve and capital surplus regulated in Article 241, paragraph 1 of“Company Act”in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’meeting. (Paragraph 3 is omitted)	Revise wording as appropriate to cater for the amendment to “Company Act”.
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.	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 timeo~~n Jun.13, 2017for the eighth time, on Jun. 12, 2019 for the ninth time.	Amending date added.

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 2 Applicable Subjects of Assets 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property, rights to use land) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 6. Derivatives. 7. Assets acquired or disposed of in connection with mergers and consolidations, splits, acquisitions or assignment of shares in accordance with law. 8. Other major assets.		Article 2 Applicable Subjects of Assets 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property~~, rights to use land)~~and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Right-of-use assets ~~65.~~Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). ~~76.~~Derivatives. ~~87.~~Assets acquired or disposed of in connection with mergers and consolidations, splits, acquisitions or assignment of shares in accordance with law. ~~98.~~Other major assets.	Revise wording as appropriate to cater for the amendment to laws and regulations.
Article 3 Definition of Terms 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. 2. Assets acquired or disposed through mergers and consolidations, splits, acquisitions or assignment of shares in accordance with law: Refers to assets acquired or disposed through mergers and consolidations, splits or acquisitions conducted under “Business Mergers and Acquisitions Act”, “Financial Holding Company Act”, “The Financial Institution Merger Act” and other laws related to assets acquired or disposed through mergers and consolidations, splits, acquisitions, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor(hereinafter "assignment of shares")underparagraph 8 of Article		Article 3 Definition of Terms 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts,~~and compound contracts~~ ~~combining the above products,w~~hose value is derived from~~assets,~~ a specifiedinterest rates,financial instrument price, commodity price,foreign exchange rates, index~~es ~~of prices or rates~~or other~~ ~~interests,~~credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales)~~agreements~~ contracts. 2. Assets acquired or disposed through mergers and consolidations, splits, acquisitions or assignment of shares in accordance with law: Refers to assets acquired or disposed through mergers and consolidations,splits or acquisitions conducted under “Business	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision	Article After Revision	Explanation
156 in “Company Act”. (Item 3 to item 6 are omitted) 7. All audit committee members and all directors: Shall be counted as the actual number of persons currently holding those positions.	Mergers and Acquisitions Act”, “Financial Holding Company Act”, “The Financial Institution Merger Act” and other laws related to assets acquired or disposed through mergers and consolidations, splits, acquisitions, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "assignment of shares") under~~paragraph 8 of~~ Article 156-3 in “Company Act”. (Item 3 to item 6 are omitted) 7. Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located. 8. Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. 9. Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business. 1~~07.~~All audit committee members and all directors: Shall be counted as the actual number ofpersons currentlyholdingthosepositions.
Article 4 Professional appraisers and their officers, certified public accountants, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction.	Article 4 Professional appraisers and their officers, certified public accountants, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall~~not be a related party of any~~ ~~party to the transaction. ~~meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of “Securities and Exchange Act”,“Company Act”,“The Banking Act of	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision		Explanation

	2.
	3.
	in
	1.
	2.
	3.
	4.

Article 5 Appraisal Procedures for the Acquisition or Disposal of Real Property or Equipment In acquiring or disposing of real property or equipment where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:	Article 5 Appraisal Procedures for the Acquisition or Disposal of Real Property or Equipment In acquiring or disposing of real property,~~ore~~quipment, or right-of-use assets thereof where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with adomesticgovernment agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipmentor right-of-use assets thereof heldfor business use, shall obtain an appraisal report	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision	Article After Revision	Explanation
1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. (Item 2 to item 4 are omitted)	prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for anysubsequent~~futurec~~hanges to the terms and conditions of the transaction. (Item 2 to item 4 are omitted)
Article 7 Appraisal Procedures for the Acquisition or Disposal of Memberships or Intangible Assets Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.	Article 7 Appraisal Procedures for the Acquisition or Disposal of ~~Memberships orI~~ntangible Assetsor Right-of-use Assets Thereof or Memberships Where the Company acquires or disposes of~~memberships or~~ intangible assetsor right-of-use assets thereof or membershipsand the transaction amount reaches 20% or more of paid-in capital or NT$300 million or more, except in transactions with adomestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transactionprice.	Revise wording as appropriate to cater for the amendment to laws and regulations.
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 money market funds issued 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 to the Board of Directors for resolution: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a trading counterparty. 3. With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13. (Item 4 to item 7 are omitted) The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance withparagraph 2 of Article 34,and	Article 11 When the Company intends to acquire or dispose of real propertyor right-of-use assets thereoffrom or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right-of-use assets thereoffrom 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 domesticgovernment bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued 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 to the Board of Directors for resolution: 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a trading counterparty. 3. With respect to the acquisition of real propertyor right-of-use assets thereoffrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13.	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision		Article After Revision	Explanation
"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 and the Board of Directors according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount. With respect to the acquisition or disposal of business-use equipment between the Company and its parent or subsidiaries, the Company's Board of Directors may delegate the President to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next meeting of the Board of Directors. When a matter is submitted for discussion by the Board of Directors pursuant to paragraph 1, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the meeting minutes of the Board of Directors.		(Item 4 to item 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 and the Board of Directors according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount. With respect to the~~acquisition or disposal of business-use equipment~~ types of transactions listed below, when to be conductedbetween the Company and its~~parent ors~~ubsidiaries,or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital,the Company's Board of Directors may delegate the President to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next meeting of the Board of Directors~~.:~~ 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real property right-of-use assets held for business use. When a matter is submitted for discussion by the Board of Directors pursuant to paragraph 1, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the meetingminutes of the Board of Directors.
Article 12 The Company shall evaluate the reasonableness of the transaction costs by the following means when acquiring real property from a related party: 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of thepropertyand theperiod of the loan shall have		Article 12 The Company shall evaluate the reasonableness of the transaction costs by the following means when acquiring real propertyor right-of-use assets thereoffrom a related party: 1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as securityfor a loan; provided,the actual cumulative amount loaned	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision	Article After Revision	Explanation
been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties. If land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. When the Company acquires real property from a related party and appraises the cost of the real property in accordance with paragraph 1 and paragraph 2, it shall also engage a CPA to check the appraisal and render a specific opinion. Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 11 and the preceding three paragraphs are not applicable: 1. The related party acquired the real property through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.	by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties. If land and structures thereupon are combined as a single property purchasedor leasedin one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. When the Company acquires real propertyor right-of-use assets thereoffrom a related party and appraises the cost of the real propertyor right-of-use assets thereofin accordance withthe preceding two paragraphs ~~paragraph 1 and paragraph 2,~~it shall also engage a CPA to check the appraisal and render a specific opinion. Where the Company acquires real propertyor right-of-use assets thereoffrom a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance withthe preceding article~~Article 11a~~nd the preceding three paragraphs are not applicable: 1. The related party acquired the real propertyor right-of-use assets thereofthrough inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets thereofto the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land. 4. The real property right-of-use assets for business use are acquired by the Company with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital.

Article 13 When the results of the Company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of Article 12 are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 14. However, it does not apply if the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA: 1. Where the relatedpartyacquired undeveloped land or leased land for	Article 13 When the results of the Company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of Article 12 are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 14. However, it does not apply if the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional realpropertyappraiser and a CPA:	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision

Article After Revision

Explanation

development, it may submit proof of compliance with one of the following conditions:
(1). Where undeveloped land is appraised in accordance with the means in Article 12, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2). Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
(3). Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.
Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property.

Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1). Where undeveloped land is appraised in accordance with the means in Article 12, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2). Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
~~(3). Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices.~~
Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

Article Before Revision		Article After Revision	Explanation
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: 1. A special reserve shall be set aside in accordance with paragraph 1 of Article 41 of “Securities and Exchange Act” against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in the Company, then the special reserve called for under paragraph 1 of Article 41, of “Securities and Exchange Act” shall be set aside pro rata in a proportion consistent with the shareholding percentages of the Company. 2. Members of audit committee shall comply with Article 218 of “Company Act”. 3. Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. When the Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real property from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.		Article 14 The following steps shall be taken when the Company acquires real propertyor right-of-use assets thereoffrom a related party and the results of appraisals conducted in accordance with~~Article 12 and~~ ~~Article 13t~~he preceding two articlesare uniformly lower than the transaction price: 1. A special reserve shall be set aside in accordance with paragraph 1 of Article 41 of “Securities and Exchange Act” against the difference between the~~real propertyt~~ransaction price and the appraised cost of real property or right-of-use assets thereof,and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in the Company, then the special reserve called for under paragraph 1 of Article 41, of “Securities and Exchange Act” shall be set aside pro rata in a proportion consistent with the shareholding percentages of the Company. 2. Members of audit committee shall comply with Article 218 of “Company Act”. 3. Actions taken pursuant to~~subparagraph 1 and subparagraph 2~~the preceding two subparagraphsshall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. When the Company has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leasedat a premium, or they have been disposed of,or the leasing contract has been terminated,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real propertyor right-of-use assets thereoffrom a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.	Revise wording as appropriate to cater for the amendment to laws and regulations.
Article 22 Regular Evaluation Methods and Handling of Irregular Circumstances (Revise wording as appropriate in Chinese) (English version is unaffected)		Article 22 Regular Evaluation Methods and Handling of Irregular Circumstances (Revise wording as appropriate in Chinese) (English version is unaffected)	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision	Article After Revision	Explanation
Article 29 (The above is omitted.) Where any of the companies participating in a merger and consolidation, split, acquisition, or assignment of shares is neither listed on an exchange nor has its shares traded on an OTC market, companies so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of paragraphs 3 and 4.	Article 29 (The above is omitted.) Where any of the companies participating in a merger and consolidation, split, acquisition, or assignment of shares is neither listed on an exchange nor has its shares traded on an OTC market, companies so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of ~~paragraphs 3 and 4 ~~the preceding two paragraphs.	Revise wording as appropriate to cater for the amendment to laws and regulations.
	~~pgp~~
Article 34 Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days or before the commencement of trading hours of the trading day next from the date of occurrence of the event: 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger and consolidation, split, acquisition, or assignment of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in “Chapter 4 Engaging in Derivatives Trading”. 4. Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amount meets any of the following criteria: (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 housingunits, joint construction and	Article 34 Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days or2 hoursbefore the commencement of trading hours of the trading day next from the date of occurrence of the event: 1. Acquisition or disposal of real propertyor right-of-use assets thereoffrom or to a related party, or acquisition or disposal of assets other than real propertyor right-of-use assets thereoffrom or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of total assets, or NT$300 million or more; provided, this shall not apply to trading of domesticgovernment bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger and consolidation, split, acquisition, or assignment of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in “Chapter 4 Engaging in Derivatives Trading”. 4. Where~~the type of asset acquired or disposed ise~~quipmentor right-of-use assets thereoffor business useare acquired or disposed of,the trading counterparty is not a related party, and the transaction amount meets any of the following criteria: (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 realproperty for construction use, where the trading~~	Revise wording as appropriate to cater for the amendment to laws and regulations.
	~~.~~

Article Before Revision		Article After Revision	Explanation
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. 7. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, 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 money market funds issued by domestic securities investment trust enterprises. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. 3. The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the preceding paragraph 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 bythe FSC bythe 10th dayof each month.	~~counterparty is not a related party, and the transaction amount~~ ~~reaches NT$500 million.~~ ~~56.~~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 furthermore the transaction counterparty is not a related party,and the amount the Company expects to invest in the transaction reaches NT$500 million. ~~67.~~Where an asset transaction other than any of those referred to in the preceding~~sixf~~ivesubparagraphs, 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 ofdomesticgovernment bonds. (2). Securities trading by investment professionals on~~foreign or~~ ~~domestics~~ecurities exchanges or over-the-counter markets, or subscription by investment professionals of ordinary corporate bonds or of general bank debentures without equity characteristics(excluding subordinated debt)that are offered and issued in the~~domesticp~~rimary market,or subscription or redemption of securities investment trust funds or futures trust funds,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 money market funds issued by domestic securities investment trust enterprises. 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 propertya~~cquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereofwithin 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

Explanation

Article Before Revision

Article After Revision

Article Before Revision	Article After Revision	Explanation
When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the headquarters of the Company, where they shall be retained for 5 years except where another act provides otherwise.	security within the preceding year. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with relevant regulations need not be counted toward the transaction amount. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at theoffice ~~headquarters of the Company,~~where they shall be retained for 5 years except where another actprovides otherwise.
Article 36 Total amount of acquisition of real property for non-business use and securities and limits on acquisition of individual securities by the Company and each subsidiary’s is as follows: (The followingis omitted.)	Article 36 Total amount of acquisition of real propertyor right-of-use assets thereoffor non-business use and securities and limits on acquisition of individual securities by the Company and each subsidiary’~~s is as follows:~~ (The followingis omitted.)	Revise wording as appropriate to cater for the amendment to laws and regulations.
Article 37 Procedures Controlling the Acquisition or Disposal of Assets of Subsidiary (Item 1 and item 2 are omitted) 3. The paid-in capital or total assets of the Company shall be the standard for determining whether or not a subsidiary referred to in the preceding subparagraph requiring a public announcement and regulatory filing in the event the type of transaction specified therein reaches 20% of paid-in capital or 10% of the total assets. (Item 4 is omitted)	Article 37 Procedures Controlling the Acquisition or Disposal of Assets of Subsidiary (Item 1 and item 2 are omitted) 3. The paid-in capital or total assets of the Company shall be the standard~~for determining whether or nota~~pplicable toasubsidiary referred to in the preceding subparagraphin determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring a public announcement and regulatory filing in the event ~~the type of transaction specified therein reaches 20% of paid-in~~ ~~capital or 10% of the total assets.~~ (Item 4 is omitted)	Revise wording as appropriate to cater for the amendment to laws and regulations.
Article 40 (Revise wordingas appropriate in Chinese)	Article 40 (Revise wordingas appropriate in Chinese)	Revise wording as appropriate to cater

Article Before Revision	Article Before Revision	Article Before Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Explanation
(English version is unaffected)			(English version is unaffected)					for the amendment to laws and regulations.
Version	Date of Implementation /Amendment	Type of Approval	Version	Date of Implementation /Amendment		Type of Approval		Amending date added.
1	2011/05/19	Approved byBoard of Directors	1		2011/05/19	Approved byBoard of Directors
	2011/06/30	Approved on Special Shareholders' Meeting			2011/06/30	Approved on Special Shareholders' Meeting
2	2012/03/27	Approved byBoard of Directors	2		2012/03/27	Approved byBoard of Directors
	2012/06/22	Approved on Shareholders' Meeting			2012/06/22	Approved on Shareholders' Meeting
3	2013/03/25	Approved byBoard of Directors	3		2013/03/25	Approved byBoard of Directors
	2013/06/14	Approved on Shareholders' Meeting			2013/06/14	Approved on Shareholders' Meeting
4	2014/03/27	Approved byBoard of Directors	4		2014/03/27	Approved byBoard of Directors
	2014/06/17	Approved on Shareholders' Meeting			2014/06/17	Approved on Shareholders' Meeting
	2017/03/24	Approved byBoard of Directors			2017/03/24	Approved byBoard of Directors
5	2017/06/13	Approved on Shareholders' Meeting	5		2017/06/13	Approved on Shareholders' Meeting
			6		2019/03/22		Approved by Board of Directors
					2019/06/12	Approved on Shareholders'Meeting

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 1. Applicability The Company can only loan funds under the following circumstances and shall not loan funds to any of its shareholders or any other person. (1) Those companies or entities that have business relationships with the Company. (2) Those companies or entities that have short-term financing needs, provided that such financing amount shall not exceed 40% of the Company's net worth. The term "short-term" used in subparagraph 2 of this paragraph means one year, or where the Company's operating cycle exceeds one year, one operating cycle. The term "financing amount" used in subparagraph 2 of this paragraph means the cumulative balance of the public company's short-term financing. The restriction in subparagraph 2 of this paragraph shall not apply to loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. However, the provisions of paragraph 3 and 4 in this article concerning the setting of the amount limits and the durations of loans shall still apply. (Item 2 to item 8 are omitted) 9. Information Disclosure (1). The Company shall announce and report the previous month's loan balances of its own and subsidiaries by the 10th day of each month. (2). When the Company’s loans of funds reach one of the following levels, it shall announce and report such event within 2 days or before the commencement of trading hours of the trading day next from the date of occurrence:		Article 5 Procedures 1. Applicability The Company can only loan funds under the following circumstances and shall not loan funds to any of its shareholders or any other person. (1) Those companies or entities that have business relationships with the Company. (2) Those companies or entities that have short-term financing needs, provided that such financing amount shall not exceed 40% of the Company's net worth. The term "short-term" used in subparagraph 2 of this paragraph means one year, or where the Company's operating cycle exceeds one year, one operating cycle. The term "financing amount" used in subparagraph 2 of this paragraph means the cumulative balance of the public company's short-term financing. The restriction in subparagraph 2 of this paragraph shall not apply to loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares, or when foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares loan funds to the Company.However, the ~~provisions of paragraph 3 and 4 in this article concerning the setting of~~ ~~the amount limits anda~~ggregate amount of loans and the maximum amount permitted to a single borrower, together withthe durations of loans shall still apply. The responsible person of the Company who has violated the provisions of item 1 shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for the damages, if any, to the Company resulted there-from. (Item 2 to item 8 are omitted)	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision	Article Before Revision	Article Before Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Explanation
(The following is omitted.)			9. Information Disclosure (1). The Company shall announce and report the previous month's loan balances of its own and subsidiaries by the 10th day of each month. (2). When the Company’s loans of funds reach one of the following levels, it shall announce and report such event within 2 days or 2 hoursbefore the commencement of trading hours of the trading day next from the date of occurrence: (The followingis omitted.)
Article 7 Implementation and Amendment (Item 1 is omitted) 2. When submitting the Procedure to the Board of Directors, the comments of the Independent Directors shall be fully considered. Any objection reasons shall be clearly recorded in the minutes of the meeting of the Board of Directors.			Article 7 Implementation and Amendment (Item 1 is omitted) 2. When submitting the Procedure to the Board of Directors, the comments of the Independent Directors shall be fully considered. ~~Any objection reasonsW~~hen an independent director has a dissenting or qualified opinion, itshall be clearly recorded in the minutes of the meetingof the Board of Directors.					Revise wording as appropriate to cater for the amendment to laws and regulations.
Version	Date of Implementation /Amendment	Type of Approval	Version	Date of Implementation /Amendment		Type of Approval		Amending date added.
1	2010/01/15	Approved byBoard of Directors	1		2010/01/15	Approved byBoard of Directors
	2010/02/10	Approved on Special Shareholders' Meeting			2010/02/10	Approved on Special Shareholders' Meeting
2	2012/08/03	Approved byBoard of Directors	2		2012/08/03	Approved byBoard of Directors
	2013/06/14	Approved on Shareholders' Meeting			2013/06/14	Approved on Shareholders' Meeting
3	2014/03/27	Approved byBoard of Directors	3		2014/03/27	Approved byBoard of Directors
	2014/06/17	Approved on Shareholders' Meeting			2014/06/17	Approved on Shareholders' Meeting
4	2017/03/24 2017/05/02	Approved by Board of Directors	4		2017/03/24 2017/05/02	Approved by Board of Directors
	2017/06/13	Approved on Shareholders' Meeting			2017/06/13	Approved on Shareholders' Meeting
	2017/11/13	Approved byBoard of Directors			2017/11/13	Approved byBoard of Directors
5	2018/06/11	Approved on Shareholders' Meeting	5		2018/06/11	Approved on Shareholders' Meeting
			6		2019/03/22		Approved by Board of Directors
					2019/06/12	Approved on Shareholders'Meeting

CHC Healthcare Group

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

Article Before Revision	Article After Revision	Explanation
Article 4 Procedures (The above is omitted.) 6. Exceeding Amount and Changes of Condition in Endorsements /Guarantees (Revise wording as appropriate in Chinese) (English version is unaffected) (The followingis omitted.)	Article 4 Procedures (The above is omitted.) 6. Exceeding Amount and Changes of Condition in Endorsements /Guarantees (Revise wording as appropriate in Chinese) (English version is unaffected) (The followingis omitted.)	Revise wording as appropriate.
Article 4 Procedures (The above is omitted.) 8. Public Announcement and Declaration (1) The Company shall monthly disclose and report the Company’s and its subsidiary’s remaining amount of endorsement /guarantee of the last month before the tenth day of every month. (2) If the Company and its subsidiary meet any of the following criteria, the Company shall disclose and report the relevant information within two days commencing immediately from the occurrence of the event or before the beginning of trading hours on the trading day following the date of occurrence of the event. A. The Company’s and its subsidiary’s remaining amount of the endorsement/guarantee reaches the amount higher than the 50% of the net worth of the Company’s latest financial report. B. The Company’s and its subsidiary’s remaining amount of the endorsement/guarantee to one single company reaches the amount higher than the 20% of the net worth of the Company’s latest financial report. C. The Company’s and its subsidiary’s remaining amount of the endorsement/guarantee to one single company reaches NT$10,000,000 or more, and the total remaining amount of endorsement/guarantee,investment with long-term nature	Article 4 Procedures (The above is omitted.) 8. Public Announcement and Declaration (1) The Company shall monthly disclose and report the Company’s and its subsidiary’s remaining amount of endorsement /guarantee of the last month before the tenth day of every month. (2) If the Company and its subsidiary meet any of the following criteria, the Company shall disclose and report the relevant information within two days commencing immediately from the occurrence of the event or2 hoursbefore the beginning of trading hours on the trading day following the date of occurrence of the event. A. The Company’s and its subsidiary’s remaining amount of the endorsement/guarantee reaches the amount higher than the 50% of the net worth of the Company’s latest financial report. B. The Company’s and its subsidiary’s remaining amount of the endorsement/guarantee to one single company reaches the amount higher than the 20% of the net worth of the Company’s latest financial report. C. The Company’s and its subsidiary’s remaining amount of the endorsement/guarantee to one single company reaches NT$10,000,000 or more,and the total remaining	Revise wording as appropriate to cater for the amendment to laws and regulations.

Article Before Revision	Article Before Revision	Article Before Revision							Explanation
						Article After Revision

and loan exceeds 30% of the net worth of the Company’s latest financial report. D. The Company’s and its subsidiary’s newly increased amount of the endorsement/guarantee reached NT$30,000,000 and more, and the amount exceeds 5% of the net worth of the Company’s latest financial report. (The following is omitted.)			amount of endorsement/guarantee,carrying amount of investment~~with long-term naturea~~ccounted for using the equity methodand loan exceeds 30% of the net worth of the Company’s latest financial report. D. The Company’s and its subsidiary’s newly increased amount of the endorsement/guarantee reached NT$30,000,000 and more, and the amount exceeds 5% of the net worth of the Company’s latest financial report. (The followingis omitted.)
Article 6 Implementation and Amendment (Item 1 is omitted) 2. When submitting the Procedure to the Board of Directors, the comments of the Independent Directors shall be fully considered. Any objection reasons shall be clearly recorded in the minutes of the meeting of the Board of Directors.			Article 6 Implementation and Amendment (Item 1 is omitted) 2. When submitting the Procedure to the Board of Directors, the comments of the Independent Directors shall be fully considered. ~~Any objection reasonsW~~hen an independent director has a dissenting or qualified opinion, itshall be clearly recorded in the minutes of the meetingof the Board of Directors.						Revise wording as appropriate to cater for the amendment to laws and regulations.
Version	Date of Implementation /Amendment	Type of Approval	Version	Date of Implementation /Amendment			Type of Approval		Amending date added.
1	2010/01/15	Approved byBoard of Directors	1		2010/01/15		Approved byBoard of Directors
	2010/02/10	Approved on Special Shareholders' Meeting			2010/02/10		Approved on Special Shareholders' Meeting
2	2012/08/03	Approved byBoard of Directors	2		2012/08/03		Approved byBoard of Directors
	2013/06/14	Approved on Shareholders' Meeting			2013/06/14		Approved on Shareholders' Meeting
3	2014/03/27	Approved byBoard of Directors	3		2014/03/27		Approved byBoard of Directors
	2014/06/17	Approved on Shareholders' Meeting			2014/06/17		Approved on Shareholders' Meeting
4	2015/03/23	Approved byBoard of Directors	4		2015/03/23		Approved byBoard of Directors
	2015/06/12	Approved on Shareholders' Meeting			2015/06/12		Approved on Shareholders' Meeting
5	2017/03/24	Approved byBoard of Directors	5		2017/03/24		Approved byBoard of Directors
	2017/06/13	Approved on Shareholders' Meeting			2017/06/13		Approved on Shareholders' Meeting
6	2017/11/13	Approved byBoard of Directors	6		2017/11/13		Approved byBoard of Directors
	2018/06/11	Approved on Shareholders' Meeting			2018/06/11		Approved on Shareholders' Meeting
			7		2019/03/22			Approved by Board of Directors
					2019/06/12		Approved on Shareholders'Meeting

CHC Healthcare Group

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

Article Before Revision	Article Before Revision	Article Before Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Article After Revision	Explanation
Article 3 (Paragraph 1 to paragraph 3 are omitted) Election or dismissal of directors, 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. (Paragraph 5 to paragraph 9 are omitted)			Article 3 (Paragraph 1 to paragraph 3 are omitted) Election or dismissal of directors, amendments to “Articles of Incorporation”,reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares,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. (Paragraph 5 toparagraph 9 are omitted)						Newly added wording as appropriate to cater for the amendment to “Company Act”.
Version	Date of Implementation /Amendment	Type of Approval		Version	Date of Implementation /Amendment		Type of Approval		Amending date added.
1	2011/05/19	Approved byBoard of Directors		1		2011/05/19	Approved byBoard 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 Directors		3		2013/03/25	Approved byBoard of Directors
	2014/06/14	Approved on Shareholders' Meeting				2014/06/14	Approved on Shareholders' Meeting
4	2015/03/23	Approved byBoard of Directors		4		2015/03/23	Approved byBoard of Directors
	2015/06/12	Approved on Shareholders' Meeting				2015/06/12	Approved on Shareholders' Meeting
	2017/03/24	Approved byBoard of Directors				2017/03/24	Approved byBoard of Directors
5	2017/06/13	Approved on Shareholders' Meeting		5		2017/06/13	Approved on Shareholders' Meeting
				6		2019/03/22		Approved by Board of Directors
						2019/06/12	Approved on Shareholders'Meeting

`【` Attachment 12 `】`

CHC Healthcare Group

Detail List of the Directors and Their Representatives to be Released from Non-Competition Restrictions

Director	Restricted Position to Be Released
Representative of Juristic- person President Pei-Lin, Lee	1. President and Representative of a Juristic- Person Director of Swissray Global Healthcare Holding Ltd. 2. Representative of a Juristic-Person Director of Cheng-Hsin Biotechnology Co., Ltd 3. Director of Neusoft-CHC Office of Medical Intelligence & Services, Shenyang 4. President and Vice President of Dalian Neusoft Kangrui Jiuhe Medical Management Co.,Ltd.
Vice President Tien-Ying, Lee	1. President of SMTH AG 2. President of Swissray Medical AG 3. Representative of a Juristic-Person Director of Cheng-Hsin BiotechnologyCo.,Ltd
Independent Director Gui-Duan, Chen	Independent Director of Chumpower Machinery Corporation

`【` Appendix 1 `】`

Articles of Incorporation Of

CHC Healthcare Group (The “Company”)

Chapter 1 General Provisions

Article 1

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

Article 2

The scope of business of the Company is as follows:

H201010 Investment

Article 3

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

Article 4

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

Article 4-1

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

Chapter 2 Shares

Article 5

The total capital amount of the Company is NT$2.5 billion accounting for 250 million shares, issued in installments, at a par value of NT$10 per share. Board of Directors is authorized to issue the unissued shares depending on actual situation.

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

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

Article 6

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

Article 7

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

Article 8

All shareholder services of the Company shall follow “Regulations Governing the Administration of

Shareholder Services of Public Companies” unless specified otherwise by law and securities regulations.

Chapter 3 Shareholders' Meeting

Article 9

Shareholders’ meetings of the Company are of two types:

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

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

Article 10

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

Article 11

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

Article 12

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

Article 13

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

Article 14

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

Article 15

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

Chapter 4 Directors, Audit Committee and Managerial Officers

Article 16

The Company shall have at least five but no more than nine directors 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 are eligible for re-election.

The percentage of aggregate shareholding of all directors shall comply with the regulations prescribed by the supervisory authority of securities. The Company may take out liability insurance for all the directors 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 three 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 16-1

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 be exercised by supervisors.

Article 17

President 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 President in the same manner. The President shall be the externally representative of the Company.

Article 18

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

Article 19

Meeting of Board of Directors shall be convened at least quarterly. When calling a meeting of the Board of Directors, a notice setting forth therein the subjects to be discussed at the meeting shall be given to each director 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 President of the Board of Directors shall preside over all meetings of the Board of Directors. In case the President is on leave or absent or unable to exercise his/her power and authority for any cause, the situation shall be handled in accordance with Article 208 of “Company Act”. Each director shall attend the meeting of the board of directors in person. In case the director is on leave or absent, he/she may appoint another director to attend a meeting of the board of directors in his/her behalf. He/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting.

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

Article 20

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

Article 21

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

Chapter 5 Accounting

Article 22

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

Article 23

At the end of each fiscal year, the Board of Directors shall prepare the following statements and

records and submit to a general shareholders’ meeting for ratification:

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

Article 24

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

Article 24-1

When allocating the profit of current year (profit before tax and compensations for employees and remunerations for directors), 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.

Compensations for employees and remunerations for directors mentioned above shall be conducted after a resolution made by majority of directors present at a meeting attended by more than two thirds of directors and shall also be reported to the shareholders’ meeting. Compensations for employees shall be paid by either shares or cash. The employees to receive compensations shall include certain qualified employees from affiliate companies and the rules of distribution shall be made by the President.

Article 25

If the Company has earnings in a fiscal year, the Company shall, after paying all taxes, offsetting all prior losses, set aside a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Company and set aside or reserving a special reserve according to relevant regulations when necessary. Any remaining amount after the abovementioned payments together with unappropriated retained earnings at the beginning of the fiscal year, shall set aside at least 50% as unappropriated retained earnings for shareholders. Proposal for Distribution shall be submitted to shareholders’ meeting for approval Board of Directors.

Because the Company is still in its growth stage, dividend policy that the Company intends to adopt is “Balanced Dividend Policy”, dividends may be paid in both cash and shares in moderation. The cash dividend distributed annually may not be less than 20% of the total dividends. However, the actual amount of profit distribution shall be determined according to the actual amount profits of the year and capital needs of the Company in the future.

Article 26

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

Chapter 6 Supplementary Provisions

Article 27

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

Article 28

The Article was enacted on Nov. 25, 2009 and amended on Nov. 28, 2009 for the first time, on Jan 15, 2010 for the second time, on Feb. 10, 2010 for the third time, on Jun. 30, 2011 for the fourth time, on Jan. 6, 2012 for the fifth time, on Jun. 14, 2013 for the sixth time, on Jun. 13, 2016 for the seventh time, for the eighth time on Jun 13, 2017.

CHC Healthcare Group By Pei-Lin, Lee President

`【` Appendix 2 `】`

Rules of Procedure for Shareholders’ Meetings

Of

CHC Healthcare Group (The “Company”)

Article 1

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

Article 2

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

Article 3

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

The Company shall prepare electronic versions of the shareholders’ meeting announcement and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, 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, amendments to “Articles of Incorporation”, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of “Company Act”, Articles 26-1 and 43-6 of “Securities and Exchange Act”, or Articles 56-1 and 60-2 of “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” shall be set out in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.

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

Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less

than 10 days.

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

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

Article 4

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

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

Article 5

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

Article 6

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

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

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

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

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

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

Article 7

If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the President of the Board of Directors. When the President of the Board of Directors is on leave or for any reason unable to exercise the powers of the President, he/she shall appoint one of the directors to act as chair. Where the President 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 President of the Board of Directors in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

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

Article 8

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of “Company Act”, the recording shall be retained until the conclusion of the litigation.

Article 9

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

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

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

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

Article 10

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

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.

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

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

Article 11

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

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

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

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

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

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

Article 12

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

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

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

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

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

Article 13

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

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

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

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

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

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

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

Article 14

The election of directors (including independent directors) 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 (including independent directors) and the numbers of votes with which they were elected.

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

Article 15

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

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

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

Article 16

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

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

Article 17

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

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

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

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

Article 18

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of “Company Act”.

Article 19

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

`【` Appendix 3 `】`

CHC Healthcare Group Shareholdings of All Directors

Title	Name	Current Shareholdings (Shares)(Note 2)
President	Princeton Healthcare Limited Representative: Pei-Lin,Lee	28,257,983
Director	Tien-Ying, Lee	8,922,985
Director	Chun-Shung, Huang	0
Director	Yen-Hsin Investment Ltd. Representative: Yung-Shun,Chuang	177,262
Independent Director	Chang-Jian, Ho	0
Independent Director	Gui-Duan, Chen	0
Independent Director	Geng-Wang, Laiw	0
Shareholdings of All Directors		37,358,230
Minimum Shareholdings Required for All Directors		8,423,212

Note 1: Total shares issued of the Company: 140,386,871 Shares.

Note 2: Book closure starting date of 2019 Annual Shareholders’ Meeting: April 14, 2019

AI assistant

CHC — AGM Information 2019

52389_rns_2019-06-27_0fe13aef-ffee-4705-82ae-94c2c642e78c.pdf

CHC Healthcare Group

2019 Annual Shareholders’ Meeting

Meeting Agenda

Table of Contents

CHC Healthcare Group Meeting Procedure for 2019 Annual Shareholders’ Meeting

3. Report Items

4. Matters for Ratification

5. Matters for Discussion

6. Extemporary Motions

7. Meeting Adjourned

CHC Healthcare Group Meeting Agenda for 2019 Annual Shareholders’ Meeting

1. Commencement

3. Report Items

4. Matters for Ratification

5. Matters for Discussion

6. Extemporary Motions

7. Meeting Adjourned

Report Items

Matters for Ratification

1. 2018 Business Report and Financial Statements

2. Proposal for 2018 Earnings Distribution

CHC Healthcare Group Table of 2018 Earnings Distribution

Matters for Discussion

(Continued on Next Page)

Extemporary Motions

Meeting Adjourned

【 Attachment 1 】

CHC Healthcare Group 2018 Business Report

Dear Shareholders,

1. Operating Results of 2018

(1). Implementation of 2018 Business Plan

(2). Implementation of Budget

(3). Financial Analysis

(4). Research and Developments Work

【 Attachment 2 】

CHC Healthcare Group 2018 Audit Committee’s Review Report

TO: 2019 Annual Shareholders’ Meeting of CHC Healthcare Group

CHC Healthcare Group

【 Attachment 3 】

CHC Healthcare Group Information of Endorsements/Guarantees in 2018

5. Subsidiaries’ information of endorsements/guarantees by December 31, 2018:

【 Attachment 4 】

CHC Healthcare Group Status of Execution of the Company’s Share Repurchase

【 Attachment 5 】

Rules for the First Repurchase and Transfer of Shares to Employees

Of

CHC Healthcare Group (The “Company”)

Article 1

(Type of shares to be transferred, a description of the rights attaching thereto, and any restrictions on such rights)

Article 2

(Transfer period)

Article 3

(Eligibility requirements for transferees)

Article 4

(Procedures for transfer of shares)

Article 5

Article 6

(Agreed transfer price per share)

Article 7

(Rights and obligations subsequent to execution of the transfer)

Article 8

Article 9

【 Attachment 6 】

Opinion

Basis for opinion

Key audit matters

Assessment of investments accounted for using 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 SHEETS

DECEMBER 31, 2018 AND 2017

CHC AGM Information 2019

`【` Attachment 1 `】`

`【` Attachment 2 `】`

`【` Attachment 3 `】`

`【` Attachment 4 `】`

`【` Attachment 5 `】`

`【` Attachment 12 `】`

`【` Appendix 1 `】`

`【` Appendix 2 `】`