【Stock Code:4551】

==> picture [124 x 107] intentionally omitted <==

GLOBAL PMX CO., LTD.

Annual Shareholders’ Meeting 2019 Meeting Handbook

Date `：` June 14, 2019

Place ： 3F., No.398, Minquan Rd., Zhongli Dist., Taoyuan City

Meeting Procedure -------------------------------------------------------------------------------- 1 2. Meeting Agenda ----------------------------------------------------------------------------------- 2 (1) Report Items ------------------------------------------------------------------------------- 3 (2) Matters for Ratification ------------------------------------------------------------------ 5 (3) Matters for Discussion ------------------------------------------------------------------- 6 (4) Extempore motion ------------------------------------------------------------------------ 8 (5) Adjournment ------------------------------------------------------------------------------ 8 3. Attachment (1) Business Report 2018 -------------------------------------------------------------------- 9 (2) Review Report of Audit Committee of 2018 ---------------------------------------- 12 (3) Certified Public Accountant’s Audit Report and Financial Statements --------- 13 (4) 2018 Earnings Distribution Table ----------------------------------------------------- 34 (5) Amended Comparison Table of Articles of Incorporation --------------------------- 35 (6) Amended Comparison Table of Operational Procedures for Acquisition and Disposal of Assets ------------------------------------------------------------------- 37 (7) Amended Comparison Table of Operational Procedures for Loaning Funds to Others ------------------------------------------------------------------------------------- 60 (8) Amended Comparison Table of Operational Procedures for Endorsement and Guarantee ------------------------------------------------------------------------------ 63 4. Appendix (1) Articles of Incorporation (Before amended) ----------------------------------------- 65 (2) Rules and Procedure of Shareholders’ Meeting ------------------------------------- 71 (3) Operational Procedures for Acquisition and Disposal of Assets (Before amended) ----------------------------------------------------------------------------------------------- 75 (4) Operational Procedures for Loaning Funds to Others (Before amended) --------- 93 (5) Operational Procedures for Endorsement and Guarantee (Before amended) ----- 98 (6) Shareholdings of Directors ----------------------------------------------------------- 103 (7) Other Supplementary Notes ------------------------------------------------------------- 103

1. Meeting Procedure

GLOBAL PMX CO., LTD. Procedure of the 2019 Shareholders’ Meeting

(1) Call Meeting to Order

(2) Chairman’s Address

(3) Report Items

(4) Matters for Ratification

(5) Matters for Discussion

(6) Extempore Motion

(7) Adjournment

2.Meeting Agenda

GLOBAL PMX CO., LTD.

Procedure for the 2019 Annual Meeting of Shareholders

Time ： Fri, June 14, 2019 at 9 a.m

Place ： 3F, No. 398, Minquan Road, Zhongli District, Taoyuan City 【 Hotel Kuva Chateau Peach Blossom Hall 】

(1) Call Meeting to Order
(2) Chairman’s Address
(3) Report Items
<1> Proposal: Business Report of 2018
<2> Proposal: Audit Committee’s Review Report on the 2018 Business Report and Financial Statements
<3> Proposal: Compensation distribution for employees and directors of 2018
<4> Proposal: The first issue of Domestic Unsecured Convertible Corporate Bonds
(4) Matters for Ratification
<1> Proposal: Business Report and Financial Statements of 2018
<2> Proposal: Distribution of 2018 earnings
(5) Matters for Discussion
<1> Proposal: Amendment to the Articles of Incorporation
<2> Proposal: Amendment to the Operational Procedures for Acquisition and Disposal of Assets
<3> Proposal: Amendment to the Operational Procedures for Loaning Funds to Others
<4> Proposal: Amendment to the Operational Procedures for

Endorsement and Guarantee

(6) Extempore motion
(7) Adjournment
2 -

Re ort Items p

<1>

Proposal: Business Report of 2018 Explanation: Business Report of 2018, attached in Attachment 1 of the Meeting Handbook page 9-11.

<2>

Proposal: Audit Committee’s Review Report on the 2018 Business Report and Financial Statements

Explanation: Audit Committee’s Review Report on the 2018, attached in Attachment 2 of the Meeting Handbook page 12.

<3>

Proposal: Compensation distribution for employees and directors of 2018 Explanation: According to the allocation ratio of Article of Incorporation and the company's 2018 annual profitability. It was approved by the Compensation Committee and the Board of Directors to distribute 2018 annual employee compensation of NT$18,463,189 and director's compensation of NT$9,265,913 in cash.

<4>

Proposal:The first issue of Domestic Unsecured Convertible Corporate Bonds Explanation: (1) The first issue of Domestic Unsecured Convertible Corporate Bonds was approved for recordation per 17 January 2018 Letter No. Financial-Supervisory-Securities-Corporate1060051431.

(2) As of March 24, 2019, the issuance and conversion of this convertible bond is as follows: ：

Bond	GLOBAL PMX CO., LTD. The first issue of Domestic Unsecured Convertible Corporate Bonds
Issue reason	Repayment of bank loans and overseas re-investment
Total amount of issue	NT$ 1,500,000,000
Issue denomination	NT$ 100,000
Coupon rate	0%
Issue period	3 years, due from February 5, 2018 to February 5, 2021
Conversion price	NT$ 183.50
Conversion status	As of March 24, 2019, there has been no application forconversion.

Matters for Ratification

<1> Proposed by the Board of Directors Proposal: Business Report and Financial Statements of 2018 Explanation: (1) The financial statements and consolidated financial statements of 2018 were verified by Deloitte & Touche. Accountants Weng, Roy and Kuo, Frida N., and audit report on which an unqualified opinion has been issued. Reviewed with the business report by the Audit Committee, and submitted to the shareholders’ meeting for resolution.

(2) The business report, certified public accountant’s audit report and financial statement, attached in Attachment 1 of the Meeting Handbook, page 9-11 and Attachment 3, page 13-33.

Resolution:

<2> Proposed by the Board of Directors

Proposal: Distribution of 2018 earnings

Explanation: (1) The availabie annual profit in 2018 for distribution is NT$ 701,835,186. Considering the need of business development, it is proposed to allocate shareholders' cash dividends of NT$ 253,995,400, NT$ 3.1 per share, calculated to an integer. If the cash dividend distribution is less than NT$ 1, it will be transferred to other income of the company.

(2) Upon the approval of the Shareholders’ Meeting, it is proposed that the chairman be authorized to resolve the date of payment and other relevant issues.
(3) If the distribution is amended by the competent authority, or because of the buyback of shares of the company, the transfer of employees or cancellation of treasury shares, the execution of employee stock option certificates, and the conversion of convertible corporate bonds, the number of shares outstanding in circulation will be affected, and the shareholder ratio will occur. In the event of a change, it is proposed to request the shareholders' meeting to authorize the chairman to handle the relevant issues.
(4) The distribution of 2018 earnings attached in Attachment 4 of the Meeting Handbook, page 34.

Resolution:

Matters for Discussion

<1>

Proposed by the Board of Directors

Proposal: Amendment to the Articles of Incorporation

Explanation: (1) In order to comply with the relevant statutory amendments and

the operational requirements, some provisions of the Articles of Incorporation are amended and the comparison table of the proposed amendments is attached. Please refer to Attachment 5 on pages35 to 36 of the Meeting Handbook.
(2) Please proceed to discuss.

Resolution:

<2>

Proposed by the Board of Directors

Proposal: Amendment to the Operational Procedures for Acquisition and Disposal of Assets
Explanation: (1) The amendment of some provisions of Operational Procedures for Acquisition and Disposal of Assets was approved for recordation per 26 November 2018 Letter No. FinancialSupervisory-Securities-Corporate-1070341072.
(2) The comparison table of the proposed amendments is attached. Please refer to Attachment 6 on pages 37 to 59 of the Meeting Handbook.
(3) Please proceed to discuss.

Resolution:

<3> Proposed by the Board of Directors

Proposal: Amendment to the Operational Procedures for Loaning Funds to Others
Explanation: (1) Amend some provisions of the Operational Procedures for Loaning Funds to Others in accordance with the approved for recordation per 7 March 2019 Letter No. FinancialSupervisory-Securities-Auditing-1080304826 and in line with the company's operational requirements.
(2) The comparison table of the proposed amendments is attached. Please refer to Attachment 7 on pages 60 to 62 of the Meeting Handbook.
(3) Please proceed to discuss.

Resolution:

<4> Proposed by the Board of Directors

Proposal: Amendment to the Operational Procedures for Endorsement and Guarantee
Explanation: (1) Amend some provisions of the Operational Procedures for Endorsement and Guarantee in accordance with the approved for recordation per 7 March 2019 Letter No. FinancialSupervisory-Securities-Auditing-1080304826.
(2) The comparison table of the proposed amendments is attached. Please refer to Attachment 8 on pages 63 to 64 of the Meeting Handbook.
(3) Please proceed to discuss.

Resolution:

Extem ore Motion p

Adjournment

3. Attachment

==> picture [73 x 37] intentionally omitted <==

Attachment 1

Business Report 2018

1. Business Report 2018:

(1) Operating results results in 2018:

With the full support of shareholders and the efforts of all staffs, the consolidated revenue in 2018 increased by 9.28 percent higher than the previous year, 2017. Due to the impact of the vehicle market and exchange rate fluctuations, resulting in a slight decline in net profit to NT$499,709 thousand, decreased by 16.67 percent compared with a year earlier.The after-tax earnings per share was NT$6.10 in 2018.

Unit: NT$ thousands

Item	2018	2017	Change ratio
Net sales	4,424,839	4,048,921
			9.28%

Gross profit
	1,286,270	1,290,758	-0.35%

Operating income
	819,064	876,958	-6.60%

Pre-tax income
	726,669	828,106	-12.25%

Net income
	499,709	599,673	-16.67%

(2) Budget implementation:

According to the laws and regulations, the company has not disclosed the 2018 financial forecast. The overall operation and actual performance are roughly equivalent to the business plans developed within the company.

(3) Financial revenue, expenditure, and profitability analysis:

	Item	2018	2017
Financial structure	Debt to asset ratio %	62.92	50.23
	Long-term capital to property, plant and equipment %	88.26	114.86
Solvency	Current ratio %	123.17	97.16
	Quick ratio %	91.92	70.15
Profitability	Return on total assets %	7.82	11.42
	Return on shareholders’ equity %	17.22	21.37
	Profit ratio	11.29	14.81
	Earnings per share (NT$)	6.10	7.32

(4) Research and Development status:

The company is a professional precision metal component processing manufacturer, the main technology lies in the development of CNC lathes, milling machines, turning and milling composite automatic lathes, grinding machines, surface treatment and etc. To achieve optimal production and quality with systematic

measurement control management for quality feedback. Therefore, in the development of new products, the selection of machinery and equipment, the design of the manufacturing process, the development and production of the fixtures required in the process, and the innovation of the measurement and inspection tools are the focus of research and development. With the introduction of automation, the production is optimized. The developed technology can be applied to the processing of metal products in various industries, such as automotive components, disk drive motor components, semiconductor components, medical equipment components, consumer electronic components and so on.

The research and development for the implementation of the short-term, mediumterm and long-term plans are as follows:

●Short term: In the automotive, medical and information industries, through new customer products such as dual clutch parts, automotive diesel nozzles, high pressure pump core parts, brake safety components, and surgical automatic stapler components, we continue to register as a qualified FDA medical orthopedic surgical device component assembly in the United States and develop cloud drive product capacity verification.
●Medium term: Cooperate with the client to develop precision finishing workpieces for hybrid electric vehicles. Enhance process integration such as stamping, forging, multi-axis machine multi-station processing and so on. To provide integrated processing service modules, including integrated front-end stamping, forging, casting, injection molding, machined turning, milling, multi-axis and back-end surface treatment and assembly services.
●Long term: Cut into the important supply chain of electric vehicle precision components. Integrate new machine performance and develop more processing and assembly capabilities. In order to provide more high value-added products for clients. We expect to be a "world-class leading factory for precision machinery foundry."

2. 2019 Operational Plan Summary:

(1) Operating strategy
<1> The annual goal: return to the foundation to take root and create another peak.
<2> To accelerate talented person development programs and actively cultivate talented person with international diversity.
<3> To promote the talented elite program and to accelerate the development of automated equipment.
<4> The successful mass production of new products is a key issue for this year.
<5> To build the new plant and expand manufacturing production capacity to meet future customer demand.
(2) Sales Quantity forecast and its basis
The shipments for 2019 are expected to continue to grow under the enthusiasm of major customers' original product orders and the gradual entry of new products into mass production. The shipment estimation of this year is based on long-term demand forecasts provided by customers, new project development schedules, and capacity planning.
(3) Important production and marketing policy
<1> Production policy: The integrity of the new plant and the availability of the
10 -

machines have been prepared to meet the large production plan for new products.

  - <2> Marketing Policy: To meet the needs of existing customers, and actively strive for new orders. To manage potential customers, and fully cooperate with new customers to develop the required resources. To observe the market trends and strive to develop high-quality, stable and high value-added customers.

Future company development strategy:
(1) To reduce the proportion of auto parts with low traditional additional value, and increase industrial products such as high additional value automobiles, medical supplies, high-tech industries and environmental green energy.
(2) To develop new industry customers and increase the proportion of non-automotive customer products in order to diversify the risk of customer concentration.
(3) To integrate critical processes vertically, and to enhance high additional value processes such as stamping, forging and multi-axis machining processes, front-end material and back-end surface treatment capabilities and equipment investment.
Affection of the external competitive environment, regulatory environment and overall business environment:
The government amends multiple enterprise accounting standards in response to the rapid changes in the overall environment, multiple reforms, new regulations of the competent authorities, and the corporate governance internationalization, and to keep the corporate in line with international standards and maintaining competitiveness. We cooperate with government policies based on the sustainable management, continuously enhances our international competitiveness, and maximize the value of shareholders under financial transparency.

GLOBAL PMX CO., LTD.

Chairman: Zheng-Sheng Lin

General Manager: En-Dao Lin

Chief Accountant: Yao-Ling Huang

11 -

Attachment 2

Review Report of Audit Committee

GLOBAL PMX CO., LTD.

Review Report of Audit Committee

The Board of Directors made the Company's 2018 business report, financial statements (including consolidated financial statements) and appropriation of earnings, among which the financial statements (including consolidated financial statements) were certified by Deloitte & Touche. and issued a verification report.

The above-mentioned business report, financial statements (including consolidated financial statements) and appropriation of earnings are approved by the Audit Committee, and it is considered that there is no disagreement, and in accordance with Article 14.4 of the Securities and Exchange Act and Article 219 of the Company Act made a report, please review it.

2019 Annual Shareholders’ Meeting

GLOBAL PMX CO., LTD.

Audit committee chairperson ： Chia-Yu Tsai

March 25, 2019

12 -

Attachment 3

Independent Auditors' Report

The Board of Directors and Shareholders Global PMX Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Global PMX Co., Ltd. and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2018, and 2017, and the consolidated statements of the comprehensive income, changes in equity and cash flows for the years then ended, and the 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 Company as of 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 Report by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 2018 consolidated financial statements of Global PMX Co., Ltd. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

13 -

separate opinion on these matters.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Revenue recognition

Sales revenue of auto parts represented 73% of the consolidated total revenue of the Company and its subsidiaries for the year ended December 31, 2018. As the recognition of revenue from sales of auto parts has significant influences on presentation of financial statements, we consider it a key audit matter based on the materiality along with the guidance that Statements on Auditing Standards prescribes sales revenue as significant risk. Please refer to Note 4 (11) to consolidated financial statements for information on accounting policies relating to revenue recognition.

Below are our main audit procedures performed for revenue recognition:
A. Understood and tested the design and operating effectiveness of the internal controls over revenue recognition from sales customer.
B. Sampled and inspected the receivable records of the sales customer aforementioned, selected the appropriate sample to examine the external supporting source documents, to verify whether the sales transaction actually occurred.
C. Inspected balance sheet to ascertain whether there have been any material sales returns or allowances in the current period and the subsequent period, and, if so, inquire about the reason and find out whether they have been adequately presented.

Other Matter

We have also audited the parent company only financial statements of Global PMX Co., Ltd. as of and for the years ended December 31, 2018 and 2017 on which we have issued an unmodified opinion.

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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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.

14 -

In preparing the consolidated 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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ 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 auditors’ 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 the auditing standards generally accepted in the Republic of China 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 the auditing standards generally accepted in the Republic of China, 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 control.
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 Company’s internal control.
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,
15 -

we are required to draw attention in our auditors’ 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 auditors’ 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 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 Company 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.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audit resulting in this independent auditors’ report are Weng, Roy and Kuo, Frida N.

Reference number of the FSC approval letter,

Order no. Financial-Supervisory-Securities-Auditing-1010028123 of the Financial Supervisory Commission

16 -

Reference number of the FSC approval letter, Order no. Financial-Supervisory-Securities-Auditing-1070323246 of the Financial Supervisory Commission

Deloitte & Touche

Taipei, Taiwan Republic of China March 25, 2019

17 -

Global PMX Co., Ltd. and Subsidiaries Consolidated balance sheet As of December 31, 2018 and 2017

In thousands of New Taiwan Dollars

C o d e 1100 1150 1170 1180 1200 1210 1220 130X 1410 1470 11XX 1510 1600 1801 1840 1915 1920 1985 15XX 1XXX C o d e 2100 2170 2180 2219 2220 2230 2399 21XX 2530 2540 2640 2645 2570 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX	Assets Current assets Cash and cash equivalents`（`Notes 6`）` Notes receivable, net`（`Notes 8`）` Accounts receivable, net`（`Notes 8`）` Accounts receivable due from related parties, net`（`Notes 8 and 27`）` Other receivables`（`Notes 8`）` Other receivables due from related parties`（`Notes 8 and 27`）` Current tax assets`（`Notes 22`）` Current inventories`（`Notes 9`）` Prepayments`（`Notes 13`）` Other current assets`（`Notes 13 and 28`）` Total current assets Non-current assets Non-current financial assets at fair value through profit or loss`（`Notes 7`）` Property, plant and equipment`（`Notes 11, 27 and 28`）` Computer software, net`（`Notes 12`）` Deferred tax assets`（`Notes 22`）` Prepayments for business facilities`（`Notes 13`）` Guarantee deposits paid`（`Notes 13 and 27`）` Long-term lease prepayments`（`Notes 13 and 28) Total non-current assets Total assets L i a b i l i t i e s a n d e q u i t y Current liabilities Current borrowings`（`Notes 14`）` Accounts payable`（`Notes 16`）` Accounts payable to related parties`（`Notes 16 and 27`）` Other payables`（`Notes 17`）` Other payables to related parties`（`Notes 17 and 27`）` Current tax liabilities`（`Notes 22`）` Other current liabilities`（`Notes 17`）` Total current liabilities Non-current liabilities Bonds payable`（`Notes 15`）` Non-current portion of non-current borrowings`（`Notes 14`）` Net defined benefit liability, non-current`（`Notes 18`）` Guarantee deposits received`（`Notes 17`）` Deferred tax liabilities`（`Notes 22`）` Total non-current liabilities Total liabilities Equity attributable to owners of parent`（`Notes 19`）` Share capital Oridinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity interest Total equity Total liabilities and equity		December 31,2018 m o u n t `％` $ 1,325,232 17 14,321 - 1,458,285 19 16,330 - 35,279 - 26 - 1,076 - 750,717 10 219,400 3 3,702 - 3,824,368 49 600 - 3,386,168 43 15,490 - 46,322 1 365,429 5 15,784 - 158,180 2 3,987,973 51 $ 7,812,341 100 $ 1,830,644 23 285,617 4 59,301 1 838,290 11 12,438 - 73,017 1 5,673 - 3,104,980 40 1,472,679 19 92,145 1 4,775 - 89 - 241,184 3 1,810,872 23 4,915,852 63 819,340 11 1,107,664 14 217,679 3 84,243 1 785,973 10 1,087,895 14 118,410) ( 2) 2,896,489 37 $ 7,812,341 100	December 31,2018 m o u n t `％` $ 1,325,232 17 14,321 - 1,458,285 19 16,330 - 35,279 - 26 - 1,076 - 750,717 10 219,400 3 3,702 - 3,824,368 49 600 - 3,386,168 43 15,490 - 46,322 1 365,429 5 15,784 - 158,180 2 3,987,973 51 $ 7,812,341 100 $ 1,830,644 23 285,617 4 59,301 1 838,290 11 12,438 - 73,017 1 5,673 - 3,104,980 40 1,472,679 19 92,145 1 4,775 - 89 - 241,184 3 1,810,872 23 4,915,852 63 819,340 11 1,107,664 14 217,679 3 84,243 1 785,973 10 1,087,895 14 118,410) ( 2) 2,896,489 37 $ 7,812,341 100		December 31,2017	December 31,2017	December 31,2017
		A	m o u n t $ 1,325,232 14,321 1,458,285 16,330 35,279 26 1,076 750,717 219,400 3,702 3,824,368 600 3,386,168 15,490 46,322 365,429 15,784 158,180 3,987,973 $ 7,812,341 $ 1,830,644 285,617 59,301 838,290 12,438 73,017 5,673 3,104,980 1,472,679 92,145 4,775 89 241,184 1,810,872 4,915,852 819,340 1,107,664 217,679 84,243 785,973 1,087,895 118,410) 2,896,489 $ 7,812,341		A	m o u n t $ 563,091 15,941 1,302,508 13,608 32,923 223 9,592 567,361 179,393 2,157 2,686,797 - 2,531,364 8,715 36,528 548,198 1,442 29,134 3,155,381 $ 5,842,178 $ 1,432,145 269,341 54,315 915,989 3,060 84,791 5,793 2,765,434 - - 4,880 278 164,105 169,263 2,934,697 819,340 1,064,002 157,712 64,310 886,360 1,108,382 84,243) 2,907,481 $ 5,842,178		`％`
		(		(	(		(	10 - 22 - 1 - - 10 3 - 46 - 43 - 1 9 - 1 54 100 24 5 1 16 - 1 - 47 - - - - 3 3 50 14 18 3 1 15 19 1) 50 100

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

18 -

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the year ended December 31, 2018 and 2017 In thousands of New Taiwan Dollars, except earnings per share

C o d e Operating revenue (Notes20and27`）` 4100 Sales revenue 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs`（`Notes 9,21and27`）` 5900 Gross profit from operations Operating expenses `（`Notes21and27`）` 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses`（`Notes21and27`）` 7190 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expenses `（`Notes22`）` `（`continued`）`	Year 2018 A m o u n t `％` $ 4,470,214 101 ( 33,501 ) ( 1 ) ( 11,874) - 4,424,839 100 (3,138,569) (71) 1,286,270 29 ( 93,491 ) ( 2 ) ( 216,776 ) ( 5 ) ( 153,717 ) ( 3 ) ( 3,222) - ( 467,206) (10) 819,064 19 28,852 1 ( 80,183 ) ( 2 ) ( 41,064) ( 1) ( 92,395) ( 2) 726,669 17 ( 226,960) ( 5)	Year 2017	Year 2017
	A m o u n t $ 4,470,214 ( 33,501 ) ( 11,874) 4,424,839 (3,138,569) 1,286,270 ( 93,491 ) ( 216,776 ) ( 153,717 ) ( 3,222) ( 467,206) 819,064 28,852 ( 80,183 ) ( 41,064) ( 92,395) 726,669 ( 226,960)	A m o u n t $ 4,124,136 ( 37,050 ) ( 38,165) 4,048,921 (2,758,163) 1,290,758 ( 95,500 ) ( 182,544 ) ( 135,756 ) - ( 413,800) 876,958 24,031 ( 58,770 ) ( 14,113) ( 48,852) 828,106 ( 228,433)	`％`
			102 ( 1 ) ( 1) 100 (68) 32 ( 2 ) ( 5 ) ( 3 ) - (10) 22 1 ( 2 ) - ( 1) 21 ( 6)

19 -

C o d e 8200 Profit Other comprehensive income 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8360 Components of other comprehensive income that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation 8362 Unrealized gains (losses) on valuation of available-for-sale financial assets 8300 Total other comprehensive income 8500 Total comprehensive income Profit (loss) attributable to`：` 8610 owners of the parent 8620 Non-controlling interests 8600 Comprehensive income attributable to 8710 owners of the parent 8720 Non-controlling interests 8700 Earnings per share`（`Notes 23`）` From continuing operations 9710 Basic 9810 Diluted		Year 2018	Year 2018
	A

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

20 -

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the year ended December 31, 2018 and 2017

In thousands of New Taiwan Dollars

E q u i t y	E q u i t y	a t t r	i b u t a b l e t o	i b u t a b l e t o	o w n e r s o f	t h e p a r e n t O t h e r e q u i t y i n t e r e s t Exchange differences on translation of foreign financial statements Unrealized Gains(losses) on available for sale financial assets ( $ 64,317 ) $ 7 - - - - - - - - ( 19,926) ( 7) ( 19,926) ( 7) ( 84,243 ) - - - - - - - - - - - ( 34,167) - ( 34,167) - ($ 118,410) $ -	t h e p a r e n t O t h e r e q u i t y i n t e r e s t Exchange differences on translation of foreign financial statements Unrealized Gains(losses) on available for sale financial assets ( $ 64,317 ) $ 7 - - - - - - - - ( 19,926) ( 7) ( 19,926) ( 7) ( 84,243 ) - - - - - - - - - - - ( 34,167) - ( 34,167) - ($ 118,410) $ -
S h a r e C		a p i t a l m o u n t $ 819,340 - - - - - - 819,340 - - - - - - - $ 819,340	Capital surplus $ 1,064,002 - - - - - - 1,064,002 43,662 - - - - - - $ 1,107,664	R e t a i n	e d E a r n i n g s Special reserve Unappropriate d r e t a i n e d e a r n i n g s $ - $ 776,941 - ( 48,775 ) 64,310 ( 64,310 ) - ( 376,896 ) - 599,673 - ( 273) - 599,400 64,310 886,360 - - - ( 59,967 ) 19,933 ( 19,933 ) - ( 520,281 ) - 499,709 - 85 - 499,794 $ 84,243 $ 785,973	O t h e r e q u i
						Exchange differences on translation of foreign financial statements ( $ 64,317 ) - - - - ( 19,926) ( 19,926) ( 84,243 ) - - - - - ( 34,167) ( 34,167) ($ 118,410)
S h a r e ( i n t h o u s a n d s ) 81,934 - - - - - - 81,934 - - - - - - - 81,934	A			Legal reserve $ 108,937 48,775 - - - - - 157,712 - 59,967 - - - - - $ 217,679	Special reserve $ - - 64,310 - - - - 64,310 - - 19,933 - - - - $ 84,243
							( (

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

21 -

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows

For the year ended December 31, 2018 and 2017 In thousands of New Taiwan Dollars

C o d e Cash flows from (used in) operating activities A10000 Profit (loss) before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss (gain) A20300 Provision (reversal of provision) for bad debt expense A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Finance cost A21200 Interest income A22500 Loss (gain) on disposal of property, plant and equipment A23100 Gain on disposal of available- for-sale financial assets, net A23800 (Gain)Loss on inventory valuation A29900 Amortization of lease prepayment A24100 foreign exchange loss (gain) A30000 Changes in operating assets and liabilities, net A31130 Decrease (increase) in notes receivable A31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Decrease (increase) in inventories A31230 Decrease (increase) in prepayment A31240 Decrease (increase) in other current assets A32150 Increase (decrease) in accounts payable A32180 Increase (decrease) in other payable A32230 Increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00300 Acquisition of available-for-sale financial assets `（`continued`）`	Year 2018 $ 726,669 333,083 7,815 3,222 - 1,657 41,064 ( 9,626 ) ( 2,752 ) - ( 19,276 ) 2,793 14,761 1,620 ( 161,370 ) ( 1,600 ) ( 162,968 ) ( 40,007 ) ( 1,545 ) 21,262 55,061 ( 120 ) ( 20) 809,723 ( 29,690 ) ( 150,746) 629,287 -	Year 2017
		$ 828,106 259,281 3,192 - 12,115 - 14,113 ( 3,477 ) ( 3,847 ) ( 39 ) ( 14,453 ) 762 23,477 ( 15,941 ) ( 277,228 ) ( 6,479 ) ( 133,848 ) ( 32,621 ) 3,661 140,995 106,144 ( 13,307 ) ( 65) 890,541 ( 13,975 ) ( 158,256) 718,310 ( 93,290 )

22 -

C o d e B00400 Proceeds from disposal of available-for-sale financial assets B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B04500 Acquisition of intangible assets B07300 Increase in other lease prepayments B07500 Interest received BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in short-term loans C01200 Proceeds from Issuing bonds C01600 Proceeds from long-term debt C03100 Decrease in guarantee deposits received C04500 Cash dividends paid CCCC Net cash flows from (used in) financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period	Year 2018 - ( 1,192,876 ) 12,083 ( 14,342 ) ( 14,872 ) ( 134,794 ) 9,067 (1,335,734) 398,499 1,502,500 92,145 ( 189 ) ( 520,281) 1,472,674 ( 4,086) 762,141 563,091 $ 1,325,232	Year 2017
		135,625 ( 1,047,018 ) 19,797 9,872 ( 9,499 ) - 3,477 ( 981,036) 410,183 - - ( 3,581 ) ( 376,896) 29,706 ( 13,559) ( 246,579 ) 809,670 $ 563,091

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

23 -

Independent Auditors' Report

The Board of Directors and Shareholders

Global PMX Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Global PMX Co., Ltd. (the ‘Company’), which comprise the parent company only balance sheets as of December 31, 2018 and 2017, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements (including a summary of significant accounting policies).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2018 and 2017, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the 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 auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Global PMX Co., Ltd. for the year of 2018. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and

24 -

in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year of 2018 are stated as follows:

Sales revenue recognition

The Company’s sales of automotive parts in year of 2018 amounted for approximately 51% of total revenue. Based on the significant and Statements on Auditing Standards presupposes revenue recognition as a significant risk. We believe that the impact of the sales revenue recognition of automotive parts if actually realized on the financial statements is significant, it has been identified as a key audit matter. Please refer to NOTEs 4 (11) to the financial statements for the details of the information about the accounting policy for recognizing revenue.

Our key audit procedures performed in respect of the above area included the following:

Understood and tested the design and operating effectiveness of the internal controls over revenue recognition from sales customer.
Sampled and inspected the receivable records of the sales customer aforementioned, select the appropriate sample to examine the external supporting source documents, to verify whether the sales transaction actually occurred.
Inspected balance sheet to ascertain whether there have been any material sales returns or allowances in the current period and the subsequent period, and, if so, inquire about the reason and find out whether they have been adequately presented.

Responsibilities of Management and those charged with Governance for the Parent Company Only Financial Statements

The 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 control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statement, 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

25 -

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 auditors’ 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 the auditing standards generally accepted in the Republic of China will always detected 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 the parent company only financial statements.

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 errors, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty existed 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 auditors’ report to the related disclosures in the parent company only
26 -

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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statement represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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 year ended 2018 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

Reference number of the FSC approval letter,

Order no. Financial-Supervisory-Securities-Auditing-1010028123 of the Financial Supervisory Commission

Reference number of the FSC approval letter,

Order no. Financial-Supervisory-Securities-Auditing-1070323246 of the Financial Supervisory Commission

Deloitte & Touche Taipei, Taiwan Republic of China March 25, 2019

27 -

Global PMX Co., Ltd.

Parent Company Only Balance sheet

As of December 31, 2018 and 2017

Code 1100 1170 1180 1200 1210 130X 1410 1470 11XX 1510 1550 1600 1801 1840 1920 15XX 1XXX Code 2100 2170 2180 2219 2220 2230 2399 21XX 2530 2640 2570 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX	Assets Current assets Cash and cash equivalents (Note 6) Accounts receivable, net (Note 8) Accounts receivable due from related parties, net (Note 8 and 27) Other receivables (Note 8) Other receivables due from related parties (Note 8and27) Current inventories (Note 9) Prepayments(Note 13) Other current assets (Note 13and28) Total current assets Non-current assets Non-current financial assets at fair value through profit or loss (Note 7) Investments accounted for using equity method (Notes 10) Property, plant and equipment (Notes 11) Computer software net (Note 12) Deferred tax assets (Note 22) Guarantee deposits paid (Note 27) Total non-current assets Total assets Liabilities and equity Current liabilities Current borrowings (Notes 14) Accounts payable (Note 16) Accounts payable to related parties (Note 16and27) Other payables (Note 17) Other payables to related parties (Note 17and27) Current tax liabilities (Notes 22) Other current liabilities (Note 17) Total current liabilities Non-current liabilities Bonds payable (Note 15) Net defined benefit liability, non-current (Note 18) Deferred tax liabilities (Note 22) Total non-current liabilities Total liabilities Equity attributable to owners of parent(Note 19) Share capital Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity interest Total equity Total liabilities and equity		In Thousands of New Taiwan Dollars December 31,2018 December 31,2017 Amount `％` Amount `％` $ 832,480 14 $ 176,599 5 591,065 10 536,693 14 754,098 12 516,578 13 2,176 - 1,609 - 26 - 223 - 58,952 1 43,664 1 53,197 1 149,371 4 3,699 - 2,154 - 2,295,693 38 1,426,891 37 600 - - - 3,716,521 61 2,372,146 62 24,130 - 24,593 1 38 - 265 - 30,085 1 23,570 - 359 - 359 - 3,771,733 62 2,420,933 63 $ 6,067,426 100 $ 3,847,824 100 $ 808,000 13 $ 230,000 6 33,080 1 40,000 1 474,325 8 389,010 10 77,819 1 73,928 2 12,438 - 3,060 - 49,323 1 35,454 1 4,686 - 4,740 - 1,459,671 24 776,192 20 1,472,679 24 - - 4,775 - 4,880 - 233,812 4 159,271 4 1,711,266 28 164,151 4 3,170,937 52 940,343 24 819,340 14 819,340 21 1,107,664 18 1,064,002 28 217,679 4 157,712 4 84,243 1 64,310 2 785,973 13 886,360 23 1,087,895 18 1,108,382 29 118,410) ( 2) ( 84,243) ( 2) 2,896,489 48 2,907,481 76 $ 6,067,426 100 $ 3,847,824 100	In Thousands of New Taiwan Dollars December 31,2018 December 31,2017 Amount `％` Amount `％` $ 832,480 14 $ 176,599 5 591,065 10 536,693 14 754,098 12 516,578 13 2,176 - 1,609 - 26 - 223 - 58,952 1 43,664 1 53,197 1 149,371 4 3,699 - 2,154 - 2,295,693 38 1,426,891 37 600 - - - 3,716,521 61 2,372,146 62 24,130 - 24,593 1 38 - 265 - 30,085 1 23,570 - 359 - 359 - 3,771,733 62 2,420,933 63 $ 6,067,426 100 $ 3,847,824 100 $ 808,000 13 $ 230,000 6 33,080 1 40,000 1 474,325 8 389,010 10 77,819 1 73,928 2 12,438 - 3,060 - 49,323 1 35,454 1 4,686 - 4,740 - 1,459,671 24 776,192 20 1,472,679 24 - - 4,775 - 4,880 - 233,812 4 159,271 4 1,711,266 28 164,151 4 3,170,937 52 940,343 24 819,340 14 819,340 21 1,107,664 18 1,064,002 28 217,679 4 157,712 4 84,243 1 64,310 2 785,973 13 886,360 23 1,087,895 18 1,108,382 29 118,410) ( 2) ( 84,243) ( 2) 2,896,489 48 2,907,481 76 $ 6,067,426 100 $ 3,847,824 100	In Thousands of New Taiwan Dollars December 31,2018 December 31,2017 Amount `％` Amount `％` $ 832,480 14 $ 176,599 5 591,065 10 536,693 14 754,098 12 516,578 13 2,176 - 1,609 - 26 - 223 - 58,952 1 43,664 1 53,197 1 149,371 4 3,699 - 2,154 - 2,295,693 38 1,426,891 37 600 - - - 3,716,521 61 2,372,146 62 24,130 - 24,593 1 38 - 265 - 30,085 1 23,570 - 359 - 359 - 3,771,733 62 2,420,933 63 $ 6,067,426 100 $ 3,847,824 100 $ 808,000 13 $ 230,000 6 33,080 1 40,000 1 474,325 8 389,010 10 77,819 1 73,928 2 12,438 - 3,060 - 49,323 1 35,454 1 4,686 - 4,740 - 1,459,671 24 776,192 20 1,472,679 24 - - 4,775 - 4,880 - 233,812 4 159,271 4 1,711,266 28 164,151 4 3,170,937 52 940,343 24 819,340 14 819,340 21 1,107,664 18 1,064,002 28 217,679 4 157,712 4 84,243 1 64,310 2 785,973 13 886,360 23 1,087,895 18 1,108,382 29 118,410) ( 2) ( 84,243) ( 2) 2,896,489 48 2,907,481 76 $ 6,067,426 100 $ 3,847,824 100	In Thousands of New Taiwan Dollars December 31,2018 December 31,2017 Amount `％` Amount `％` $ 832,480 14 $ 176,599 5 591,065 10 536,693 14 754,098 12 516,578 13 2,176 - 1,609 - 26 - 223 - 58,952 1 43,664 1 53,197 1 149,371 4 3,699 - 2,154 - 2,295,693 38 1,426,891 37 600 - - - 3,716,521 61 2,372,146 62 24,130 - 24,593 1 38 - 265 - 30,085 1 23,570 - 359 - 359 - 3,771,733 62 2,420,933 63 $ 6,067,426 100 $ 3,847,824 100 $ 808,000 13 $ 230,000 6 33,080 1 40,000 1 474,325 8 389,010 10 77,819 1 73,928 2 12,438 - 3,060 - 49,323 1 35,454 1 4,686 - 4,740 - 1,459,671 24 776,192 20 1,472,679 24 - - 4,775 - 4,880 - 233,812 4 159,271 4 1,711,266 28 164,151 4 3,170,937 52 940,343 24 819,340 14 819,340 21 1,107,664 18 1,064,002 28 217,679 4 157,712 4 84,243 1 64,310 2 785,973 13 886,360 23 1,087,895 18 1,108,382 29 118,410) ( 2) ( 84,243) ( 2) 2,896,489 48 2,907,481 76 $ 6,067,426 100 $ 3,847,824 100
			Amount $ 832,480 591,065 754,098 2,176 26 58,952 53,197 3,699 2,295,693 600 3,716,521 24,130 38 30,085 359 3,771,733 $ 6,067,426 $ 808,000 33,080 474,325 77,819 12,438 49,323 4,686 1,459,671 1,472,679 4,775 233,812 1,711,266 3,170,937 819,340 1,107,664 217,679 84,243 785,973 1,087,895 118,410) 2,896,489 $ 6,067,426		Amount $ 176,599 536,693 516,578 1,609 223 43,664 149,371 2,154 1,426,891 - 2,372,146 24,593 265 23,570 359 2,420,933 $ 3,847,824 $ 230,000 40,000 389,010 73,928 3,060 35,454 4,740 776,192 - 4,880 159,271 164,151 940,343 819,340 1,064,002 157,712 64,310 886,360 1,108,382 84,243) 2,907,481 $ 3,847,824	`％`
		(		(		5 14 13 - - 1 4 - 37 - 62 1 - - - 63 100 6 1 10 2 - 1 - 20 - - 4 4 24 21 28 4 2 23 29 ( 2) 76 100

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

28 -

Global PMX Co., Ltd.

Parent Company Only Statements of Comprehensive Income For the years ended December 31, 2018 and 2017

In Thousands of New Taiwan Dollars, Except Earnings Per Share

Code Operating revenue (Note 20 and 27) 4100 Sales revenue 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total Operating revenue 5000 Operating costs (Note 9, 21 and 27) 5900 Gross profit from operations Operating expenses (Note 21 and 27) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expense 6450 Impairment gain and reversal of impairment loss determined in accordance with IFRS 9 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Note 21 and 27) 7190 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of Profit (loss) of Associates & Joint Ventures Accounted for Using Equity Method 7000 Total non-operating income and expenses 7900 Profit from continuing operations before tax `（`continued on Next Page`）`	2018
	Amount $ 2,333,275 ( 7,101 ) ( 4,169) 2,322,005 (1,755,150) 566,855 ( 47,025 ) ( 91,331 ) ( 17,474 ) 169 ( 155,661) 411,194 4,450 29,374 ( 16,078 ) 231,984 249,730 660,924

29 -

`（` continued `）`

`（`continued`）`
Code 7950 Income tax expenses (Note 22) 8200 Profit Other comprehensive income 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8360 Components of other comprehensive income that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation 8362 Unrealized gains (losses) on valuation of available-for-sale financial assets 8300 Total other comprehensive income 8500 Total comprehensive income Earnings per share (Note 23) From continuing operations 9710 Basic 9810 Diluted		2018

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

30 -

Global PMX Co., Ltd. Parent Company Only Statement of Changes in Equity

For the years ended December 31, 2018 and 2017

Share capital Shares (In Thousands) Amount 81,934 $ 819,340 - - - - - - - - - - - - 81,934 819,340 - - - - - - - - - - - - - - 81,934 $ 819,340	Retained earnings	Retained earnings	In Thousands of New Taiwan Dollars Other equityinterest Exchange differences on translation of foreign financial statements Unrealized Gains(losses)on Available-for- sale Financial Assets Total Equity ( $ 64,317 ) $ 7 $ 2,704,910 - - - - - - - - ( 376,896 ) - - 599,673 ( 19,926) ( 7) ( 20,206) ( 19,926) ( 7) 579,467 ( 84,243 ) - 2,907,481 - - 43,662 - - - - - - - - ( 520,281 ) - - 499,709 ( 34,167) - ( 34,082) ( 34,167) - 465,627 ($ 118,410) $ - $ 2,896,489	In Thousands of New Taiwan Dollars Other equityinterest Exchange differences on translation of foreign financial statements Unrealized Gains(losses)on Available-for- sale Financial Assets Total Equity ( $ 64,317 ) $ 7 $ 2,704,910 - - - - - - - - ( 376,896 ) - - 599,673 ( 19,926) ( 7) ( 20,206) ( 19,926) ( 7) 579,467 ( 84,243 ) - 2,907,481 - - 43,662 - - - - - - - - ( 520,281 ) - - 499,709 ( 34,167) - ( 34,082) ( 34,167) - 465,627 ($ 118,410) $ - $ 2,896,489	In Thousands of New Taiwan Dollars Other equityinterest Exchange differences on translation of foreign financial statements Unrealized Gains(losses)on Available-for- sale Financial Assets Total Equity ( $ 64,317 ) $ 7 $ 2,704,910 - - - - - - - - ( 376,896 ) - - 599,673 ( 19,926) ( 7) ( 20,206) ( 19,926) ( 7) 579,467 ( 84,243 ) - 2,907,481 - - 43,662 - - - - - - - - ( 520,281 ) - - 499,709 ( 34,167) - ( 34,082) ( 34,167) - 465,627 ($ 118,410) $ - $ 2,896,489
			Exchange differences on translation of foreign financial statements ( $ 64,317 ) - - - - ( 19,926) ( 19,926) ( 84,243 ) - - - - - ( 34,167) ( 34,167) ($ 118,410)
Shares (In Thousands) 81,934 - - - - - - 81,934 - - - - - - - 81,934	Legal Reserve $ 108,937 48,775 - - - - - 157,712 - 59,967 - - - - - $ 217,679	Special Reserve $ - - 64,310 - - - - 64,310 - - 19,933 - - - - $ 84,243
				( (	$ 2,704,910 - - ( 376,896 ) 599,673 ( 20,206) 579,467 2,907,481 43,662 - - ( 520,281 ) 499,709 ( 34,082) 465,627 $ 2,896,489

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

31 -

Global PMX Co., Ltd. Parent Company Only Statements of Cash Flows For the year ended December 31, 2018 and 2017

In Thousands of New Taiwan Dollars

Code Cash flows from (used in) operating activities A10000 Profit (loss) before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss (gain) A20300 Provision (reversal of provision) for bad debt expense A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Finance cost A21200 Interest income A22400 Share of loss (profit) of Associates & Joint Ventures Accounted for Using Equity Method A23100 Gain on disposal of available- for-sale financial assets, net A23800 (Gain)Loss on inventory valuation A30000 Changes in operating assets and liabilities, net 31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Decrease (increase) in inventories A31230 Decrease (increase) in prepayment A31240 Decrease (increase) in other current assets A32150 Increase (decrease) in accounts payable A32180 Increase (decrease) in other payable A32230 Increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00300 Acquisition of available-for-sale financial assets B00400 Proceeds from disposal of available-for-sale financial assets B01800 Acquisitions of investments accounted for using equity method `（`continued on Next Page`）`	Year 2018 $ 660,924 463 227 ( 169 ) - 1,657 16,078 ( 4,163 ) ( 231,984 ) - - ( 291,723 ) ( 370 ) ( 15,288 ) 96,174 ( 1,545 ) 78,395 12,914 ( 54 ) ( 20) 321,516 ( 4,139 ) ( 66,974) 250,403 - - ( 1,158,904 )	Year 2017
		$ 726,477 754 190 - 4,988 - 1,209 ( 504 ) ( 376,257 ) ( 39 ) ( 404 ) ( 496,688 ) 492 ( 3,778 ) ( 55,420 ) 3,661 122,697 20,066 ( 2,253 ) ( 65) ( 54,874 ) ( 1,209 ) ( 59,263) (115,346) ( 93,290 ) 135,625 -

32 -

`（`continued`）` Code B04500 Acquisition of intangible assets B07500 Interest received BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in short-term loans C01200 Proceeds from Issuing bonds C04500 Cash dividends paid CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period	Year of 2018 - 4,163 (1,154,741) 578,000 1,502,500 (520,281) 1,560,219 655,881 176,599 $ 832,480	Year of 2017
	( (	( 455 ) 504 42,384 230,000 - (376,896) (146,896) ( 219,858 ) 396,457 $ 176,599

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

33 -

Attachment 4

GLOBAL PMX CO., LTD. 2018 Earnings Distribution Table

Unit:NT$

Attachment 4 GLOBAL PMX CO., LTD. 2018 Earnings Distribution Table	Unit:NT$
Item	Amount
Beginning retained earnings	286,178,835
Beginning retained earnings after adjustments	286,178,835
Actuarial (loss) gain included in retained earnings	85,517
Retained earnings after adjustments	286,264,352
Add: net income	499,708,899
Subtract: 10% legal reserve	(49,970,890)
Subtract: special reserve	(34,167,175)
Distributable earnings	701,835,186
Distributable items
Shareholders’ dividend- cash (NT$3.10/per share in cash)	253,995,400

Unappropriated retained earnings	447,839,786

Note: 2018 earnings are allocated in priority.

Chairman: Zheng-Sheng Lin President: En-Dao Lin Chief Accountant: Yao-Ling Huang

34 -

Attachment 5

GLOBAL PMX CO., LTD.

Amended Comparison Table of Articles of Incorporation

	GLOBAL PMX CO., LTD. Amended Comparison Table of Articles of Incorporation	GLOBAL PMX CO., LTD. Amended Comparison Table of Articles of Incorporation
A r t i c l e	Content		Amendment basis and reasons
	Modified provisions	Current provisions
Article 5- 2	The company's employee treasury		This article
	shares, employee stock warrants,		has been
	employee acquisition of new shares		added to
	and new restricted employee shares,		flexibly enable
	etc, the qualification requirements		the company
	of employees, including the		to apply the
	employees of subsidiaries of the		employee
	company meeting certain specific		reward system
	requirements.		and expand the
			rewards.
Article 6	The shares of the company are registeredand shall assign its share certificates with serial numbers and the share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticatedby the bank which is competent to certify shares under the laws before issuance. The company may be exempted from printing any share certificate for the shares issued but shall register theissued shareswith a centralized securities depositary enterpriseand follow the regulations of that enterprise.	The shares of the company are registered and the share certificates shall be affixed with the signatures or personal seals of three directors or more, and shall be duly certified or authenticated under the lawsbefore issuance. The company may be exempted from printing any share certificate for the shares issued but shall register with a centralized securities depositary enterprise.	Amended in
			conjunction
			with the law.

Article 18	The company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The rest will be allocated or reversed to special reserves by the law. If there is a balance together with the accumulated undistributed surplus in the previous year as the distributable surplus,the board of	The company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The rest will be allocated or reversed to special reserves by the law. If there is a balance together with the accumulated undistributed surplus in the previous year as the distributable surplus,the board of	Amended in
			conjunction
			with the law
			and the
			operational
			needs.

35 -

A r t i c l e	Content	Content	Amendment basis and reasons
	Modified provisions	Current provisions
	directors shall formulate a surplus distribution and submit a shareholder dividend by resolution of the shareholders' meeting.The company may authorize the distributable dividends and bonuses	directors shall formulate a surplus distribution and submit a shareholder dividend by resolution of the shareholders' meeting. The company's dividend policy is based on the company's future annual operating plan and measuring the demand for funds. Each year,no less than 30% of the distributable earnings is allocated to the shareholders'dividend. However, if the shareholders' dividend is less than NT$ 0.5 per share, the distributable earnings may be retained and not distributed. When the dividends are distributed, they can be distributed in cash or stocks, and the cash dividends are not less than10%of the total dividends. The amount is determined by the board of directors and submitted to the shareholders’ meeting for resolution.
	in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the 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. The company's dividend policy is based on the company's future annual operating plan and measuring the demand for funds. When the dividends are distributed, no less than 50% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve. However, if the shareholders' dividend is less than NT$ 0.5 per share, the distributable earnings may be retained and not distributed. When the dividends are distributed, they can be distributed in cash or stocks, and the cash dividends are not less than50%of the total dividends. The amount is determined by the board of directors and submitted to the shareholders’ meeting for resolution.
Article 20	…Omitted… The twenty-first amendment was on June 14, 2019	…Omitted…	Add the date
			and number of
			this
			amendment.

36 -

Attachment 6

GLOBAL PMX CO., LTD.

Amended Comparison Table of Operational Procedures for Acquisition and Dis osal of Assets p

Modifiedprovisions	Current provisions	Explanation
Article 3 The scope 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, and construction enterprise inventory) and other fixed assets. (3) Memberships. (4) Patents, copyrights, trademarks, franchise rights, and other intangible assets. (5)Right-of-use assets. (6)Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). (7)Derivatives. (8)Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. (9)Other major assets.	Article 3 The scope 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, land use rights,and construction enterprise inventory) and other fixed assets. (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, demergers, acquisitions, or transfer of shares in accordance with law. (8) Other major assets.	Amended in conjunction with the law.

37 -

Modifiedprovisions	Currentprovisions	Explanation
Article 4 Terms definition (1) Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived froma specified interest rate, financial instrument price, commodity price,foreign exchange rate, indexof prices or rates, 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)contracts. (2) Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3of the Company Act. (3) Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Article 4 Terms definition (1) Derivative products: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts,and compound contracts combining the above products,whose value is derived fromassets, interest rates,foreign exchange rates, indexes orother 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) 2.Assets acquired or disposed of by legal merger, division, acquisition or transfer of shares: assets acquired or disposed of by merger, division or acquisition in accordance with the Corporate Mergers Act, the Financial Holding Company Act, the Financial Institutions Consolidation Act or other laws, or In accordance with the provisions of Article 156, Paragraph 6,of the Company Act, the issue of new shares shall be transferred to the shares of the company (hereinafter referred to as share transfer). (3) Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Amended in conjunction with the law.

38 -

Modifiedprovisions	Modifiedprovisions	Currentprovisions	Currentprovisions	Explanation
(4) Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. (5) Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. (6) Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. (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". "foreign securities exchange"refers to any organized securities exchange		(4) Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. (5) Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. (6) Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. (7)"Within the preceding year"as used refers to the year preceding the date of occurrence of the date of obtaining or disposing of assets. Items duly announced need not be counted toward the transaction amount. (8)"The most recent financial statement"		Amended in conjunction with the law.
			as used refers to the financial statement of the company prior to the obtaining or disposing of assets for the most recent period, certified or reviewed by a certified public
	"foreign securities exchange". "foreign securities exchange"refers to
	any organized securities exchange

39 -

		Modifiedprovisions	Modifiedprovisions		Currentprovisions	Explanation
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.		market that is regulated by the competent securities authorities of the			accountant.

		institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.
Article 6 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall 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 the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. (2) May not be a related party or de facto related party of any party to the transaction. (3) If the company is required to				Article 6 Professional appraisers and their officers, certified public accounts, 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.		Amended in conjunction with the law.
	(1) (2)		May not have previously received a
			final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or
			for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed
			since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. May not be a related party or de facto related party of any party to the transaction. If the company is required to
	(3)

40 -

		Modifiedprovisions	Currentprovisions	Explanation
	obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the	obtain appraisal reports from two or
		more professional appraisers, the different professional appraisers or appraisal officers may not be related
		parties or de facto related parties of
	preceding paragraph shall comply with
	the	following: Prior to accepting a case, they shall
	(1)
	(2)	prudently assess their own professional capabilities, practical experience, and independence. When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the
	(3)
		case working papers. They shall undertake an item-by- item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
	(4)

41 -

Modifiedprovisions	Currentprovisions	Explanation
Article 7 Acquisition or Disposal of the procedure of real property,equipment or right-of-use assets thereof (1) Appraisal and Operational Procedures In acquiring or disposing of real property,equipment,or right-of-use assets thereof,and is in accordance with the internal control system cyclic procedures of the company's real property, plant and equipment. (2) Approval procedure of transaction terms and degree of authority delegated <1> The Acquisition or Disposal of the real propertyor right-of-use assets thereof,reference shall be made to the publicly announced present value, assessed present value and actual sold price for the real property in the neighborhood, etc. The transaction terms and price shall be determined, and the analysis report shall be submitted to the chairman. If the amount is below NT$ 100,000,000 (including), it shall be handled according to the company's approval authority. Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance. If it is necessary to meet the needs of the business and strive for timeliness, it must first be decided by the chairman then subsequently submitted to and ratified by the next meeting of the board. <2> Either price comparison, bargain process and tender process shall be performed to Acquisition or Disposal of equipmentor right-of-use assets thereof.If the amount is below NT$ 100,000,000 (including),it shall be handled	Article 7 Acquisition or Disposal of the procedure of real propertyor equipment (1) Appraisal and Operational Procedures In acquiring or disposing of real propertyandequipment, and is in accordance with the internal control system cyclic procedures of the company'sfixed assets. (2) Approval procedure of transaction terms and degree of authority delegated <1> The Acquisition or Disposal of the real property, reference shall be made to the publicly announced present value, assessed present value and actual sold price for the real property in the neighborhood, etc. The transaction terms and price shall be determined, and the analysis report shall be submitted to the chairman. If the amount is below NT$ 100,000,000 (including), it shall be handled according to the company's approval authority. Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance. If it is necessary to meet the needs of the business and strive for timeliness, it must first be decided by the chairman then subsequently submitted to and ratified by the next meeting of the board. <2> Either price comparison, bargain process and tender process shall be performed to Acquisition or Disposal of equipment. If the amount is below NT$ 100,000,000 (including), it shall be handled according to the company's approval authority.	Amended in conjunction with the law.

42 -

Modifiedprovisions	Currentprovisions	Explanation
according to the company's approval authority. Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance. If it is necessary to meet the needs of the business and strive for timeliness, it must first be decided by the chairman then subsequently submitted to and ratified by the next meeting of the board. <3> Where the Company's obtain or disposal of assets requires the approval of the board or directors pursuant to the procedures or the applicable laws, rules, and regulations, if a director expresses dissent and this is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the audit committee. When a transaction involving the obtain or disposal of assets is submitted for discussion by meeting of the board, the meeting of the board 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 minutes of meeting of the board. (3) Executive unit In acquiring or disposing of real property, equipment,or right-of-use assets thereof,it shall be executed by the user department and the management after the verification of the preceding approval. (4) Appraisal reports of real property or equipment In acquiring or disposing of real property,equipment, or right-of-use	Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance. If it is necessary to meet the needs of the business and strive for timeliness, it must first be decided by the chairman then subsequently submitted to and ratified by the next meeting of the board. <3> Where the Company's obtain or disposal of assets requires the approval of the board of directors pursuant to the procedures or the applicable laws, rules, and regulations, if a director expresses dissent and this is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the audit committee. When a transaction involving the obtain or disposal of assets is submitted for discussion by meeting of the board, the meeting of the board 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 minutes of meeting of the board. (3) Executive unit In acquiring or disposing of real propertyorequipment, it shall be executed by the user department and the management after the verification of the preceding approval. (4) Appraisal reports of real property or equipment In acquiring or disposing of real property orequipment where the

43 -

	Modifiedprovisions	Currentprovisions	Explanation
assets thereofwhere the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domesticgovernment 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 thereofheld 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: <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; thesameprocedure shall also be followedwhenever there is any subsequent change to the terms and conditions of the transaction.		transaction amount reaches 20 percent 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 ofmachineequipment 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: <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, andthe same procedure shall be followedfor anyfuture changes to the terms and conditions of the transaction.

44 -

Modifiedprovisions	Currentprovisions	Explanation
Article 9 Related party transaction procedure (1) When the company engages in any acquisition or disposal of assets from or to a related party, except for the handling of the acquisition of the procedure of real propertyor right- of-use assets thereofin accordance with Article 7,if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10-1 herein, and shall ensure that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. (2) Assessment and Operational Procedures 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 percent or more of paid- in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued bydomesticsecurities investment trust enterprises,the	Article 9 Related party transaction procedure (1) When the company engages in any acquisition or disposal of assets from or to a related party, except for the handling of the acquisition of the procedure of real property in accordance with Article 7,if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10-1 herein, and shall ensure that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. (2) Assessment and Operational Procedures 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 percent or more of paid-in capital, 10 percent or more of the company's 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	Amended in conjunction with the law.

45 -

Modifiedprovisions	Currentprovisions	Explanation
company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the Audit Committee:: <1> The purpose, necessity and anticipated benefit of the acquisition or disposal of assets <2> The reason for choosing the related party as a transaction 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 Subparagraph 1 to 4 and 6 of Paragraph 3 of this article. <4> The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. <5> Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. <6> An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. <7> Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article31, paragraph 2 of Regulations	contract or make a payment until the following matters have been approved by the board of directors and recognized by the Audit Committee: <1> The purpose, necessity and anticipated benefit of the acquisition or disposal of assets <2> The reason for choosing the related party as a transaction 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 Subparagraph 1 to 4 and 6 of Paragraph 3 of this article. <4> The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. <5> Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. <6> An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. <7> Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article30, paragraph 2 of Regulations

46 -

	Modifiedprovisions		Currentprovisions	Explanation
Governing the Acquisition and Disposal of Assets by Public Companies, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the audit committees need not be counted toward the transaction amount. With respect to the types of transactions listed below, when to be conducted between the company and its subsidiaries,or between the company’s subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital,the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting`：` <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 in accordance 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 minutes of the board of directors meeting. (3) Reasonableness evaluation of the transaction cost <1> The company that acquires real propertyor right-of-use assets thereoffrom a relatedparty		Governing the Acquisition and Disposal of Assets by Public Companies, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the audit committees need not be counted toward the transaction amount. With respect to theacquisition or disposal of business-use equipment betweenthe company and its subsidiaries, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. When a matter is submitted for discussion by the board of directors pursuant in accordance 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 minutes of the board of directors meeting. (3) Reasonableness evaluation of the transaction cost <1> The company that acquires real property from a related party shall evaluate the

47 -

Modifiedprovisions	Currentprovisions	Explanation
shall evaluate the reasonableness of the transaction costs by the following means: 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 percent 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 transaction counterparties. <2> Where 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 thepreceding	reasonableness of the transaction costs by the following means:`：` 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 percent 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 transaction counterparties. <2> Where 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 thepreceding paragraph.

48 -

Modifiedprovisions	Currentprovisions	Explanation
paragraph. <3> The company that 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 with the Subparagraph (1) and (2) of the Paragraph 3 of this article shall also engage a CPA to check the appraisal and render a specific opinion. <4> The company that acquires real propertyor right-of-use assets thereoffrom a related party. When the results of the company's appraisal conducted in accordance with the Subparagraph (1) and (2) of the Paragraph 3 of this article are uniformly lower than the transaction price, the matter shall be handled in compliance with the Subparagraph (5) of the Paragraph 3 of this article. However, where 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 have been obtained, this restriction shall not apply: 1. 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 the preceding Article, and structures according to the related party's construction cost plus reasonable	<3> The company that acquires real property from a related party and appraises the cost of the real property in accordance with the Subparagraph (1) and (2) of the Paragraph 3 of this article shall also engage a CPA to check the appraisal and render a specific opinion. <4> The company that acquires real property from a related party. When the results of the company's appraisal conducted in accordance with the Subparagraph (1) and (2) of the Paragraph 3 of this article are uniformly lower than the transaction price, the matter shall be handled in compliance with the Subparagraph (5) of the Paragraph 3 of this article. However, where 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 have been obtained, this restriction shall not apply: 1. 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 the preceding Article, and structures according to the related party's construction cost plus reasonable

49 -

Modifiedprovisions	Currentprovisions	Currentprovisions
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 sale or leasing practices.	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 sale practices. (3) The leased transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property

		or closely valued parcels of land, after calculation of reasonable price discrepancies in floor or
		area land prices in accordance with standard property

50 -

	Modifiedprovisions	Currentprovisions	Explanation
<5>	2. 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 completed transactionsinvolving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completedtransactions involving 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; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent 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 or obtainment of the right-of-use assets thereof. Where the company acquires real property or right-of-use assets thereoffrom a related partyand the results of	market leasing practices. 2. Where the company acquiring real property, from a related party provides evidence that the terms of the transaction are similar to the terms of completeddealsinvolving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completeddeals involving 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; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent 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. <5> Where the company acquires real property from a related party and the results of appraisals conducted in

51 -

	Modifiedprovisions	Currentprovisions	Explanation
appraisals conducted in accordance with the Subparagraph (1), (2), (3), (4), (6) of the Paragraph 3 of this article are uniformly lower than the transaction price, the following steps shall be taken. Where the company uses the equity method to account for its investment in another company that has set aside a special reserve under the following paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor 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. 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real propertyor right-of-use assets thereof 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 another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchangee Act shall be set aside pro rata in aproportion consistent		accordance with the Subparagraph (1), (2), (3), (4), (6) of the Paragraph 3 of this article are uniformly lower than the transaction price, the following steps shall be taken. Where the company uses the equity method to account for its investment in another company that has set aside a special reserve under the following 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. 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the 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 another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share ofpublic company's

52 -

	Modifiedprovisions	Modifiedprovisions	Currentprovisions	Explanation
with the share of public company's equity stake in the other company. <6> 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 with the Subparagraph 1 and 2 of this article of the assessment and Operational Procedures, and the Subparagraph (1), (2), (3) of the Paragraph 3 of this article do not apply: 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 percent of the issued shares or authorized capital. <7> When a public company obtains real propertyor right-of-use assets thereoffrom a related party, it shall also comply with the Subparagraph(5)of	with the share of public company's equity stake in the other company. 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 with the Subparagraph 1 and 2 of this article of the assessment and Operational Procedures, and the Subparagraph (1), (2), (3) of the Paragraph 3 of this article do not apply: 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		equity stake in the other company. <6> 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 the Subparagraph 1 and 2 of this article of the assessment and Operational Procedures, and the Subparagraph (1), (2), (3) of the Paragraph 3 of this article do not apply: 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. <7> When a public company obtains real property from a related party, it shall also comply with the Subparagraph (5)of Paragraph 3 of this
		assets for business use are acquired by the company with its subsidiaries, or by its

53 -

Modifiedprovisions	Currentprovisions	Explanation
Paragraph 3 of this article if there is other evidence indicating that the acquisition was not an arms length transaction.	article if there is other evidence indicating that the acquisition was not an arms length transaction.

54 -

Modifiedprovisions	Currentprovisions	Explanation
Article 10 Procedures for acquisition and disposal of intangible assetsor right-of-use assets thereoformembership (1) Assessment and Operational Procedures In acquiring or disposing of intangible assetsor right-of-use assets thereof or membership,and is in accordance with the internal control system cyclic procedures of the company'sproperty, plant and equipment. (2) Approval procedure of transaction terms and degree of authority delegated ...Omitted... <2> To obtain or dispose of intangible assetsor right-of-use assets thereof,refer to the expert assessment report or fair market price, determine the transaction conditions and prices, and the analysis report shall be submitted to the chairman. If the amount is less than NT$20,000,000, it shall be submitted to the chairman for approval and shall be reported in the latest meeting of the board after the event; if it exceeds NT$20,000,000, it shall be submitted to the board of directors for approval. (3) Executive unit In acquiring or disposing of intangible assetsor right-of-use assets thereof or membership,it shall be executed by the user department, and financial department or administration department after the verification of the preceding approval. (4) Expert evaluation opinions of intangible assetsor right-of-use assets thereof or membership In acquiring or disposing of membership or intangible assetsor right-of-use assets thereofwhere the transaction amount reaches 20 percent of the company'spaid-in	Article 10 Procedures for acquisition and disposal of membership or intangible assetsor right-of-use assets thereof (1) Assessment and Operational Procedures In acquiring or disposing of membershipor intangible assets, and is in accordance with the internal control system cyclic procedures of the company'sfixed assets. (2) Approval procedure of transaction terms and degree of authority delegated ...Omitted... <2> To obtain or dispose of intangible assets, refer to the expert assessment report or fair market price, determine the transaction conditions and prices, and the analysis report shall be submitted to the chairman. If the amount is less than NT$20,000,000, it shall be submitted to the chairman for approval and shall be reported in the latest meeting of the board after the event; if it exceeds NT$20,000,000, it shall be submitted to the board of directors for approval (3) Executive unit In acquiring or disposing of membershipor intangible assets, it shall be executed by the user department, and financial department or administration department after the verification of the preceding approval. (4) Expert evaluation opinions of membershipor intangible assets In acquiring or disposing of membership or intangible assets where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or	Amended in conjunction with the law.

55 -

	Modifiedprovisions		Currentprovisions	Explanation
	capital or NT$300 million or more, except in transactions with a domesticgovernment 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. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.		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. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided
			by regulations of the Financial Supervisory Commission.
Article 10-1 The calculation of the transaction amounts referred to in the Article 7, 8, 10 shall be done in accordance with Article31,paragraph 2 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.		Article 10-1 The calculation of the transaction amounts referred to in the Article 7, 8, 10 shall be done in accordance with Article30,paragraph 2 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.		Amended in conjunction with the law.
Article 12 Acquisition or Disposal of the procedure of derivatives ...Omitted... (2) Risk management measures ...Omitted... <5> Operational risk management ...Omitted... 4. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports		Article 12 Acquisition or Disposal of the procedure of derivatives ...Omitted... (2) Risk management measures ...Omitted... <5> Operational risk management ...Omitted... 4. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports		Amended in conjunction with the law.

56 -

Modifiedprovisions	Currentprovisions	Explanation
shall be submitted to senior management personnel authorized by the board of directors. ...Omitted... (5) Where the public company engaging in derivatives trading, its board of directors shall faithfully supervise and manage such trading in accordance with the principles <1> Designate senior management personnel authorized by the board of directors to pay continuous attention to monitoring and controlling derivatives trading risk in accordance with the following principles: 1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the company. ...Omitted...	shall be submitted to senior management personnel authorized by the board of directors. ...Omitted... (5) Where the public company engaging in derivatives trading, its board of directors shall faithfully supervise and manage such trading in accordance with the principles <1> Designate senior management personnel authorized by the board of directors to pay continuous attention to monitoring and controlling derivatives trading risk in accordance with the following principles: 1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the company. ...Omitted...
Article 14 Public disclosure of information procedure The company acquiring or disposing of assets shall publicly announce and report the relevant information in accordance with Articles31and32of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the Financial SupervisoryCommission.	Article 14 Public disclosure of information procedure The company acquiring or disposing of assets shall publicly announce and report the relevant information in accordance with Articles30and31of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the Financial SupervisoryCommission.	Amended in conjunction with the law.
Article 15 The subsidiaries of the company shall be handled in accordance with the following regulations: (1) Subsidiaries shall also stipulate the “Operational Procedures for Acquisition and Disposal of Assets” in accordance with the relevant provisions of the “Regulations	Article 15 The subsidiaries of the company shall be handled in accordance with the following regulations: (1) Subsidiaries shall also stipulate the “Operational Procedures for Acquisition and Disposal of Assets” in accordance with the relevant provisions of the “Regulations	Amended in conjunction with the law.
	- 57 -

Modifiedprovisions	Currentprovisions	Explanation
Governing the Acquisition and Disposal of Assets by Public Companies”. (2) Information required to be publicly announced and reported in accordance with the Article31and 32of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on acquisitions and disposals of assets by the company's subsidiary that is not itself a public company in Taiwan shall be reported by the company. (3) The paid-in capital or total assets of the company shall be the standard applicable to a subsidiary referred to in determining whether,relative topaid-in capital or total assets, it reaches a threshold requiring public announcement and regulatoryfiling.	Governing the Acquisition and Disposal of Assets by Public Companies”. (2) Information required to be publicly announced and reported in accordance with the Article30and 31of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on acquisitions and disposals of assets by the company's subsidiary that is not itself a public company in Taiwan shall be reported by the company. (3) In the public announcement and regulatory filing standard of the subsidiary, the alleged 20% of the paid-in capital or 10% of the total assets shall be subject to the company's paid-in capital or total assets.
Article 15-1 For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted;for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.	Article 15-1 For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted.	Amended in conjunction with the law.
Article 19 …Omitted… The seventh amendment was approved by the shareholders’meeting on June	Article 19 …Omitted…	Add the date and number of this

58 -

	Modifiedprovisions	Currentprovisions	Explanation
	14, 2019.		amendment.

59 -

Attachment 7

GLOBAL PMX CO., LTD.

Amended Comparison Table of Operational Procedures for Loaning Funds to Others

Modified provisions Current provisions Explanation Article 4 Amended in The amount limits and evaluation accordance standards of loaning funds to others with the Where an inter-company or interapproved firm business transaction, the for individual loan and the amount shall recordation not exceed the amount of business per 7 March transactions between the two parties, 2019 Letter and the total amount of loans shall No. not exceed 20% of the net worth of Financialthe current period. The term Supervisory "business transactions" refers to the -Securitieshighest amount of goods purchased Auditingor sold in the last year between the 108030482 two parties. 6, And Where an inter-company or interbased on firm short-term financing facility is the 100% necessary, provided that such shareholdin financing amount to a single g intergroup borrower shall not exceed 20 percent of business of the net worth of the period, and transactions the total amount of loans shall not and the exceed 40% of the net worth of the subsequent current period. loan fund Inter-company loans of funds demand. between overseas companies in or the overseas which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangement. The . loan amount limit of a single borrower shall be limited to 100% of 200% of the net worth, and the total amount of loans and loans shall not exceed 200% 100% of the net worth.

Modified provisions	Current provisions	Explanation
Article 4 The amount limits and evaluation standards of loaning funds to others Where an inter-company or inter-firm business transaction, the individual loan and the amount shall not exceed the amount of business transactions between the two parties, and the total amount of loans shall not exceed 20% of the net worth of the current period. The term "business transactions" refers to the highest amount of goods purchased or sold in the last year between the two parties. Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount to a single borrower shall not exceed 20 percent of the net worth of the period, and the total amount of loans shall not exceed 40% of the net worth of the current period. Inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangementor the overseas companies in which the company holds, directly or indirectly, 100% of the voting shares loan to the company. The loan amount limit of a single borrower shall be limited to200%of the net worth, and the total amount of loans and loans shall not exceed200% of the net worth. The responsible person of the company who has violated the provisions of the Article 3 and the Paragraph 2 of the Article 4 shall be liable, jointly and severally with the borrower, for the repayment of the loan at issue and for the damages, if any, to company resulted there-from.	Article 4 The amount limits and evaluation standards of loaning funds to others Where an inter-company or inter- firm business transaction, the individual loan and the amount shall not exceed the amount of business transactions between the two parties, and the total amount of loans shall not exceed 20% of the net worth of the current period. The term "business transactions" refers to the highest amount of goods purchased or sold in the last year between the two parties. Where an inter-company or inter- firm short-term financing facility is necessary, provided that such financing amount to a single borrower shall not exceed 20 percent of the net worth of the period, and the total amount of loans shall not exceed 40% of the net worth of the current period. Inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangement.The loan amount limit of a single borrower shall be limited to100%of the net worth, and the total amount of loans and loans shall not exceed 100%of the net worth.	Amended in accordance with the approved for recordation per 7 March 2019 Letter No. Financial- Supervisory -Securities- Auditing- 108030482 6, And based on the 100% shareholdin g intergroup of business transactions and the subsequent loan fund demand.

60 -

Modified provisions	Modified provisions	Current provisions	Explanation
...Omitted...		...Omitted...
Article 5 Duration of accommodation and calculation of interest (1) Duration: During the period of each short-term accommodation loan, the maximum loan period cannot exceed one year since the date of loan. Inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangement or the overseas companies in which the company holds, directly or indirectly, 100% of the voting shares loan to the company. The maximum period for each loan shall not exceed ten years since the date of loan. (2) Interest: The rate of interest shall not lower than the highest interest of the company's short-term loans from financial institutions. The calculation of the loan interest of the company is based on the principle of monthly payment once. In case of special circumstances, it may be adjusted according to the actual situation after the approval of the board of directors.		Article 5 Duration of accommodation and calculation of interest (1) Duration: During the period of each short-term accommodation loan, the maximum loan period cannot exceed one year since the date of loan. Inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangement. The maximum period for each loan shall not exceed ten years since the date of loan. (2) Interest: The rate of interest shall not lower than the highest interest of the company's short-term loans to financial institutions. The calculation of the loan interest of the company is based on the principle of monthly payment once. In case of special circumstances, it may be adjusted according to the actual situation after the approval of the board of directors.	Amended in conjunction with the law.
Article 11 Information disclosure The company loaning funds to others shall publicly announce and report the relevant information in accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission. The date of occurrence in these procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the		Article 11 Information disclosure The company loaning funds to others shall publicly announce and report the relevant information in accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission.	Amended in conjunction with the law.
	signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the

61 -

	Modified provisions	Current provisions	Explanation
	counterparty and monetary amount of the transaction, whichever date is earlier.
Article 13 Implementation and revision After passage by the board of directors, submit the procedures for approval by the shareholders' meeting. Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to audit committee and for discussion by the shareholders'meeting.The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors. All members of the audit committee and all directors referred to in the preceding Paragraph shall be counted as actual incumbents.		Article 13 Implementation and revision After passage by the board of directors, submit the procedures for approval by the shareholders' meeting. The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors.	Amended in conjunction with the law.
Article 14 …Omited… The fourth amendment was approved by the shareholders’meeting on June 14, 2019.		Article 14 …Omited…	Add the date and number of this amendment

62 -

Attachment 8

GLOBAL PMX CO., LTD.

Amended Comparison Table of Operational Procedures for Endorsement and Guarantee

Modified provisions	Current provisions	Explanation
Article 10 The time limit and content of announcement and reporting. The company endorsement and guarantee shall be in accordance with the provision of public announcement standards of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission. The date of occurrence in these procedures means the date of contract signing, date of payment, dates of board of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.	Article 10 The time limit and content of announcement and reporting. The company endorsement and guarantee shall be in accordance with the provision of public announcement standards of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission.	Amended in accordance with the approved for recordation per 7 March 2019 Letter No. Financial- Supervisory- Securities- Auditing- 1080304826.
Article 14 Implementation and revision After passage by the board of directors, submit the procedures for approval by the shareholders' meeting.Where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to audit committee and for discussion by the shareholders'meeting.The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors. All members of the audit committee and all directors referred to in the preceding Paragraph shall be counted as actual incumbents.	Article 14 Implementation and revision After passage by the board of directors, submit the procedures for approval by the shareholders' meeting. The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all members of the audit committee, it may be agreed by more than two- thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors.	Amended in conjunction with the law.

63 -

Modified provisions	Modified provisions	Current provisions	Explanation
Article 15 ...Omitted... The fourth amendment was approved by the shareholders’meeting on June 14, 2019.		Article 15 ...Omitted...	Add the date and number of this amendment.
	by the shareholders’meeting on June 14, 2019.

64 -

4. Appendix

==> picture [79 x 37] intentionally omitted <==

Appendix 1 GLOBAL PMX CO., LTD. Articles of Incorporation (Before amended)

Chapter 1 General Provisions

Article 1: The company was organized in accordance with the provisions of the Company Act and was named GLOBAL PMX CO., LTD.
Article 2: The company's businesses are as follows:
CA01030 Iron and Steel Casting
CA01050 Iron and Steel Rolling, Drawing, and Extruding
CA01100 Aluminum material Rolls over Extends and Crowding
CA01120 Copper Casting
CA01990 Other Non-ferrous Metal Basic Industries
CA02010 Metal Architectural Components Manufacturing
CA02050 Metal Valves Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CD01030 Automobiles and Parts Manufacturing
CP01010 Hand Tool Manufacturing
CQ01010 Die Manufacturing
F106010 Wholesale of Ironware
F106030 Wholesale of Die
F113010 Wholesale of Machinery
F113030 Wholesale of Precision Instruments
F114030 Wholesale of Motor Vehicle Parts and Supplies
F119010 Wholesale of Electronic Materials
F206010 Retail Sale of Ironware
F206030 Retail Sale of Die
F213040 Retail Sale of Precision Instruments
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F219010 Retail Sale of Electronic Materials
F401010 International Trade
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The company may make endorsements/guarantees due to business or investment relationship.
Article 2-2: The company shall become a shareholder of limited liability in other companies by re-investment resolution of the board of directors when necessary. The total amount of its investments in such other companies is not subject to Article 13 of the Company Act and may not exceed the limit of 40% of the company's paid-in capital.
Article 3: The Company has its head office in New Taipei City, and the Company may establish branches in and out of this country by resolution of the board of directors when necessary.
Article 4: The announcement of the company is handled in accordance with Article 28 of the Company Act.
65 -

Chapter 2 Shares

Article 5: The total amount of the Company’s capital is NTD 1,500,000,000, which is further divided into 1,500,000,000 shares, with the value per share NTD10, may issue shares in installments. In case where there are remaining shares to be issued, the board of directors is authorized to issue shares in installments.
An amount of preceding Company’s capital with the value of NTD 150,000,000 is preserved, which is further divided into 15,000,000 shares, with the value per share NTD10, and will be used for reserved for issuing stock options, and the board of directors is further authorized to issue them in installments thereof.
If the company intend to issue employee stock warrants which the price is lower than that are subject to the exercise price restriction set out in Article 53 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, an issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. The issuer is allowed to register multiple issues over a period of 1 year from the date of the shareholders resolution.
Article 5-1: The company intends to transfer the shares of the company bought back to the employees at a price lower than the actual average price. Subject to the relevant laws and the resolution of the next shareholders' meeting to do so.
Article 6: The Company shall issue nominal shares after the signing or stamping of seal by three or more directors as well as being attested in accordance with the law. When the Company issues shares, those shares shall not be printed, and shall be kept and recorded by the centralized securities depository enterprise.
Article 7: The entries in the shareholders’ roster shall not be altered within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Article 7-1: The Company shall, subject to the provisions of the Company Act and other regulations, govern the administration of shareholder services through the provisions of the "Regulations Governing the Administration of Shareholder Services of Public Companies ".

Chapter 3 Shareholders’ Meeting

Article 8: There are two types of shareholders’ meeting, namely, regular meeting and special meeting. The regular meeting shall be convened by the board of directors in accordance with the law within six months after the close of each fiscal year. Whereas, special meetings are held in accordance with the law, when necessary.
Article 9: If a shareholder cannot attend a shareholders' meeting for any reason, he or she may issue a proxy form in accordance with the company, stating the scope of authorization, to authorize an agent by signature and stamp to attend the meeting on his or her behalf. Each shareholder is limited to issue one proxy form and to authorize one agent.
Appointing a proxy in addition to the laws, shall be done according to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” by the corresponding government department.
Article 10: A shareholder shall have one voting power in respect of each share in his/her/its possession, except as otherwise provided by the relevant laws and regulations.
66 -
Article 11: Resolutions at a shareholders' meeting shall, unless otherwise provided for in laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, signed or sealed by the chairman of the shareholders' meeting and distributed to the shareholders within 20 days after the meeting. The preparation and distribution of the former proceedings shall be made in electronic form or by way of public announcement.
Article 11-1: If a shareholders meeting is convened by the board of directors, the board chairman shall preside in accordance with the provisions of Article 208, Paragraph 3 of the Company Act. If a shareholders meeting is convened by any other person than the board of directors, who has the right to convene the meeting, said person shall preside at that meeting. When there are more than 2 people who has the right to convene the meeting, they shall elect one from among themselves to preside at that meeting
Article 11-2: If the company applies to the securities authority for the stock is to be withdrawn of public offering, it shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares. For a company that has had its share certificates publicly issued, if the total number of shares represented by shareholders present at a shareholders' meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by two-thirds of the votes of the shareholders present at a shareholders' meeting who represent a majority of the total number of issued shares.

Chapter 4 Directors and Audit Committee

Article 12: The company has five to nine directors for a term of three years and the candidate nomination system shall be adopted and the shareholders shall select from the list of candidates. The matters such as the acceptance and announcement of the candidate shall be handled in accordance with the provisions of the Company Act and the Securities and Exchange Act., and may be re-elected. The percentage of shareholdings of all the directors selected shall be in accordance with the regulations of the competent authorities.
In accordance with the Securities and Exchange Act, the company sets up the Audit Committee and shall be composed of the entire number of independent directors. One of whom shall be committee convenor, and at least one of whom shall have accounting or financial expertise. The duties, organization rules, exercise of authority and other matters to be complied with by the audit committee shall be handled in accordance with the regulations of the competent authority.
Article 12-1: The number of appointed directors earlier mentioned shall have no less than three independent directors and the candidate nomination system shall be adopted and the shareholders shall select from the list of candidates. Independent directors and non-independent directors should be elected together, respectively, to calculate the elected places separately. The establishment of independent directors, professional qualification, shareholding, part-time job restrictions, determination of independence, nominations, methodss of election as well as other matters to be complied with should all be handled in accordance with the regulations of the securities authorities. The board of directors may set up functional committees in accordance with the law. Functional committees shall
67 -

adopt an organizational charter to be approved by the board of directors.

Article 12-2: The cumulative voting method shall be used for election of the directors at the company. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.
Article 13: The board of directors is composed of all directors. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman of the board of directors shall internally preside the shareholders' meeting, the meeting of the board of directors, and shall externally represent the company. In calling a meeting of the board of directors, a notice shall set forth therein the subject(s) to be discussed at the meeting and the directors are notified of such seven days in advance, but may be convened at any time when there is an emergency. The above notice in respect of convening the meeting shall be done in writing, by electronic email, or by facsimile.
Unless otherwise provided for in regulations, 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 14: In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the agent is handled in accordance with the provisions of Article 208 of the Company Act.
When the director can’t attend the meeting of the board of directors, 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. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.
In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 15: The compensations of all directors perform their duties shall be given regardless of business profit or loss. The compensation is based on the value of their participation and contribution to the company's operations, and the company's long-term operating performance, and comprehensive consideration of the company's operating risks, authorizing the board of directors to pay according to the standard terms in the industry. If there is profit in the year, the compensation will be distributed in accordance with the provisions of this article.
Article 15-1: When the number of directors falls below five due to the discharge of a director for any reason, the company shall hold a by-election for director at the following shareholders meeting.
When the number of vacancies in the board of directors of a company equals to one third of the total number of directors,
the special meeting of shareholders for electing succeeding directors shall be convened by the board of directors within 60 days.
When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under the articles, a by-election for independent director shall be held at the next following shareholders meeting. When all independent directors have been dismissed, the company shall convene a special shareholders meeting to hold a by-election within 60 days from the date on
68 -

which the situation arose.

The directors and independent directors of the by-election shall be limited to the term of the original term.

Article 15-2: The company shall take out independent directors, directors and important staffs liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy.

Chapter 5 Managerial Personnel

Article 16: The company may have one or more managerial personnel. Appointment and discharge and the compensation of the managerial personnel shall be decided in accordance with Articles 29 of the Company Act.

Chapter 6 Accounting

Article 17: The company's fiscal year begins on January 1 of each year and ends on December 31 of the same year.
At the close of each fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to audit committee for their auditing not later than the 30th day prior to the meeting date of a general meeting of shareholders, then send to the shareholders’ meeting for ratification.
Business report.
Financial statements.
The surplus earning distribution or loss off-setting proposals.
Article 17-1: If the company is profitable, it should deduct:
Employee compensation shall not be less than 2%.
Directors' compensation shall not be more than 2.24%.
The resolution of the preceding employees’ compensation shall be made by the board of directors whether to issue shares or cash distribution. The issuance of the object contains a certain condition for the subsidiary employees.
However, when the company still has accumulated losses, the amount of compensation should be retained in advance. According to the proportion of Article 1 to distribute employee compensation and director's compensation.
Article 18: The company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. The rest will be allocated or reversed to special reserves by the law. If there is a balance together with the accumulated undistributed surplus in the previous year as the distributable surplus, the board of directors shall formulate a surplus distribution and submit a shareholder dividend by resolution of the shareholders' meeting.
The company's dividend policy is based on the company's future annual operating plan and measuring the demand for funds. Each year, no less than 30% of the distributable earnings is allocated to the shareholders' dividend. However, if the shareholders' dividend is less than NT$ 0.5 per share, the distributable earnings may be retained and not distributed. When the dividends are distributed, they can be distributed in cash or stocks, and the cash dividends are not less than 10% of the total dividends. The amount is determined by the board of directors and submitted to the shareholders’ meeting for resolution.
69 -

Chapter 7 Supplemental Provisions

Article 19: Matters not covered in this article shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations.
Article 20: The Article was scheduled on June 10, 1987.
The first amendment was on July 10, 1990. The second amendment was on December 30, 1993. The third amendment was made on April 18, 1995. The fourth amendment was on July 20, 1995. The fifth amendment was on July 23, 1996. The sixth amendment was on Novermber 11, 1997. The seventh amendment was made on January 8, 1999. The eighth amendment was made on October 1, 1999. The ninth amendment was on May 20, 2003. The tenth amendment was on May 19, 2006. The eleventh amendment was made on May 19, 2009. The twelfth amendment was made on October 24, 2011. The thirteenth amendment was made on June 11, 2012. The fourteenth amendment was made on July 23, 2012. The fifteenth amendment was made on June 24, 2013. The sixteenth amendment was made on August 12, 2013. The seventeenth amendment was made on January 6, 2014. The eighteenth amendment was made on Iune 30, 2014. The nineteenth amendment was made on June 27, 2016. The twentieth amendment was made on June 29, 2018.

GLOBAL PMX CO., LTD.

Chairman: Zheng-Sheng Lin

70 -

Appendix 2 GLOBAL PMX CO., LTD.

Rules and Procedure of Shareholders’ Meeting

Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Company Act and relevant regulations.
Article 2 The rules of procedures for this company's shareholders’ meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these rules.
Article 3 Unless otherwise provided by law or regulation, this company's shareholders meetings shall be convened by the board of directors.
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.
Article 4 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
Article 5 This company shall furnish the attending shareholders and their proxies (collectively, "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This company shall furnish attending shareholders with the meeting handbook, 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. Shareholders shall attend the shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. 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, only one person may be designated to represent in the meeting.
Article 6 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this company and stating the scope of the proxy's authorization. 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. 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 this Corporation 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
71 -

has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by traditional correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation 2 business 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 7 The venue for the shareholders’ meeting shall be within the premises of this Corporation, 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.

Article 8 Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 of the Company Act shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. When the circumstances of any subparagraph of Article 172-1, paragraph 1 to 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders’ meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation 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 9 The company shall make an uninterrupted audio or video recording of all meeting procedures and shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 10 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. The chairman 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 chairman 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 chairman 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 the 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 chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
72 -
Article 11 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 chairman 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. After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place. If the chairman 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 chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairman 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 chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed and call for a vote.

Article 12 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number, and account name. The order in which shareholders speak will be set by the chairman. 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. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation. Except with the consent of the chairman, 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 chairman may terminate the speech.
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.
Article 13 After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
Article 14 A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shares under Article 179 of the Company Act. 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
73 -
as part of the voting rights represented by attending shareholders. Except as otherwise provided in the Company Act and in the company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. For each proposal, if upon inquiry by the meeting chairman no member voices an objection, the matter will be deemed approved, with the same effect as approval by vote. If there is any objection, a vote shall be conducted in accordance with the preceding paragraph. When there is an amendment or an alternative to a proposal, the chairman shall 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 chairman, provided that all monitoring personnel shall be shareholders of this Corporation. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of this Corporation. The results of the voting, shall be announced on-site at the meeting, and a record made of the vote.
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. The preceding meeting minutes may be produced, distributed and retained in accordance with the Company Act.
Article 16 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chairman 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.
Article 17 When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman 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 the Company Act.
Article 18 The Rules and Procedure of Shareholders’ Meeting, and any amendments hereto, shall be approved bye the board of the directors, and shall be implemented after adoption by shareholders meetings.
74 -

Appendix 3 GLOBAL PMX CO., LTD.

Operational Procedures for Acquisition and Disposal of Assets (Before amended)

Article 1: Purpose

The disposition procedure is formulated in order to protect assets and implement information disclosure.

Article 2: Legal basis

These procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act ("the Act") and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies of the Financial Supervisory Commission (FSC).

Article 3: The scope 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, land use rights, and construction enterprise inventory) and other fixed assets.
(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, demergers, acquisitions, or transfer of shares in accordance with law.
(8) Other major assets.

Article 4: Terms definition

(1) Derivative products: 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 of by legal merger, division, acquisition or transfer of shares: assets acquired or disposed of by merger, division or acquisition in accordance with the Corporate Mergers Act, the Financial Holding Company Act, the Financial Institutions Consolidation Act or other laws, or In accordance with the provisions of Article 156, Paragraph 6, of the Company Act, the issue of new shares shall be transferred to the shares of the company (hereinafter referred to as share transfer)
(3) Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(4) Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
(5) Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the
75 -

transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

(6) Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
(7) "Within the preceding year" as used refers to the year preceding the date of occurrence of the date of obtaining or disposing of assets. Items duly announced need not be counted toward the transaction amount.
(8) "The most recent financial statement" as used refers to the financial statement of the company prior to the obtaining or disposing of assets for the most recent period, certified or reviewed by a certified public accountant.

Article 5: Investment amount of real property and securities for non-business use.

The amount of the above assets obtained by the company and each subsidiary is as below:
(1) Amount of the company:
<1> The total amount of non-business real property investment shall not exceed 15% of the net worth.
<2> The total amount of securities investment shall not exceed 300% of the net worth; The total amount of individual securities investment shall not exceed 300% of the net worth.
(2) Amount of each subsidiary:
<1> The total amount of non-business real property investment shall not exceed 15% of the net worth.
<2> The total amount of securities investment shall not exceed 300% of the net worth; The total amount of individual securities investment shall not exceed 300% of the net worth.

The so-called net worth refers to the net worth as stated in the most recent financial statements of the company.

The calculation of the total investment of the above securities is based on the original investment cost.

Article 6: Professional appraisers and their officers, certified public accounts, 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 7: Acquisition or Disposal procedure of real property or equipment
(1) Assessment and Operational Procedures
- In acquiring or disposing of real property and equipment, and is in accordance with the internal control system cyclic procedures of the company's fixed assets.
(2) Approval procedure of transaction terms and degree of authority delegated
- <1> The Acquisition or Disposal of the real property, reference shall be made to the publicly announced present value, assessed present value and actual sold price for the real property in the neighborhood, etc. The transaction terms and price shall be determined, and the analysis report shall be submitted to the chairman. If the amount is below NT$ 100,000,000 (including), it shall be handled according to the company's approval authority. Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance. If it is necessary to meet the needs of the business and strive for timeliness, it must first be decided by the chairman
76 -

then subsequently submitted to and ratified by the next meeting of the board.

<2> Either price comparison, bargain process and tender process shall be performed to Acquisition or Disposal of equipment. If the amount is below NT$ 100,000,000 (including), it shall be handled according to the company's approval authority. Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance. If it is necessary to meet the needs of the business and strive for timeliness, it must first be decided by the chairman then subsequently submitted to and ratified by the next meeting of the board.
<3> Where the Company's obtain or disposal of assets requires the approval of the board of directors pursuant to the procedures or the applicable laws, rules, and regulations, if a director expresses dissent and this is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the audit committee. When a transaction involving the obtain or disposal of assets is submitted for discussion by meeting of the board, the meeting of the board 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 minutes of meeting of the board.
(3) Executive unit
In acquiring or disposing of real property or equipment, it shall be executed by the user department and the management after the verification of the preceding approval.
(4) Appraisal reports of real property or equipment In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent 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 machine 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:
<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.
<2> Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
<3> Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
1. The discrepancy between the appraisal result and the transaction
77 -

amount is 20 percent or more of the transaction amount.

The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
<4> No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
<5> Where the company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 8: Acquisition or Disposal procedure of securities investment

(1) Assessment and Operational Procedures
In acquiring or disposing of securities, and is in accordance with the internal control system cyclic procedures of the company's fixed assets.
(2) Approval procedure of transaction terms and degree of authority delegated
<1> Financial assets that are measured at fair value and that are recognized as fair value through profit or loss, financial assets measured at cost, and long-term equity investments using equity method are generally evaluated in accordance with generally accepted accounting principles. All kinds of securities certificates should be stored in the safe deposit box after being registered and registered by the finance department.
<2> Financial assets that are measured at fair value and that are recognized as fair value through profit or loss, financial assets measured at cost, and long-term equity investments using equity method are generally evaluated in accordance with generally accepted accounting principles, and shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market or that meet any of the following requirements:
1. Securities acquired through cash contribution in an incorporation by promotion or by public offering.
2. Securities issued at face value by an issuing company carrying out a cash capital increase in accordance with relevant laws and regulations, with this Corporation as a sponsor of the issue.
3. Securities issued by an investee company wholly invested by this Corporation that is carrying out a cash capital increase, with this Corporation as a sponsor of the issue.
4. Securities listed and traded on the Taiwan Stock Exchange (TWSE) or on the GreTai Securities Market (GTSM) and emerging stocks.
5. Government bonds or bonds in repurchase or reverse purchase agreements.
78 -
1. Domestic funds or overseas funds.
2. TWSE or GTSM listed securities acquired or disposed of in accordance with the TWSE or GTSM rules governing the purchase of listed securities by reverse auction or rules governing the auction of listed securities.
3. Securities acquired through this Corporation ’ s sponsorship of a cash capital increase by a public company, when the securities acquired are not privately placed.
4. Subscription to fund shares before the establishment of a fund in accordance with Article 11, paragraph 1 of the Securities Investment Trust and Consulting Act and the Financial Supervisory Commission's 1 November 2004 Order No. Financial-Supervisory-Securities-IV0930005249.
5. 10.Subscription or redemption of domestic private placement funds, provided that the trust agreement for the fund specifies an investment strategy in which, aside from securities margin transactions and open positions held in securities-related products, the investment scope of the remaining portion is the same as that of a publicly offered fund.
6. If the amount is below NT$ 500,000,000 (including), it shall be decided by the chairman then subsequently submitted to and ratified by the next meeting of the board, and the unrealized gains or losses analysis report from securities investment shall be submitted. Those which exceed NT$ 100,000,000 should be approved by the board of directors in advance.
<3> Where the Company’s obtain or disposal of assets requires the approval of the board of directors pursuant to the procedures or the applicable laws, rules, and regulations, if a director expresses dissent and this is contained in the minutes or a written s
(3) Executive unit

When the company invest securities, it shall be executed by the accounting department after the verification of the preceding approval.

(4) Where the company acquires or disposes of securities through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
Article 9: Related party transaction procedure
(1) When the company engages in any acquisition or disposal of assets from or to a related party, except for the handling of the acquisition of the procedure of real property in accordance with Article 7,if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 11-1 herein, and shall ensure that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
(2) ssessment and Operational Procedures
- 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 percent or more of paid-in capital, 10 percent or more of the company's total assets, or
79 -

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 the board of directors and recognized by the supervisors:

<1> The purpose, necessity and anticipated benefit of the acquisition or disposal of assets
<2> The reason for choosing the related party as a transaction 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 Subparagraph 1 to 4 and 6 of Paragraph 3 of this article.
<4> The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
<5> Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization.
<6> An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
<7> Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 31, paragraph 2 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the audit committees need not be counted toward the transaction amount.

With respect to the acquisition or disposal of business-use equipment between the company and its subsidiaries, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting.

When a matter is submitted for discussion by the board of directors pursuant in accordance 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 minutes of the board of directors meeting.

(3) Reasonableness evaluation of the transaction cost
<1> The company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means:
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.
Total loan value appraisal from a financial institution where the related party
80 -

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 percent 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 transaction counterparties.

<2> Where 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.
<3> The company that acquires real property from a related party and appraises the cost of the real property in accordance with the Subparagraph (1) and (2) of the Paragraph 3 of this article shall also engage a CPA to check the appraisal and render a specific opinion.
<4> The company that acquires real property from a related party. When the results of the company's appraisal conducted in accordance with the Subparagraph (1) and (2) of the Paragraph 3 of this article are uniformly lower than the transaction price, the matter shall be handled in compliance with the Subparagraph (5) of the Paragraph 3 of this article. However, where 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 have been obtained, this restriction shall not apply: ：
1 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 the preceding Article, 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 sale practices.
- (3) The leased transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market leasing 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 completed deals involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding
81 -

year. Completed deals involving 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; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent 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.

<5> Where the company acquires real property from a related party and the results of appraisals conducted in accordance with the Subparagraph (1), (2), (3), (4), (6) of the Paragraph 3 of this article are uniformly lower than the transaction price, the following steps shall be taken. Where the company uses the equity method to account for its investment in another company that has set aside a special reserve under the following 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.
A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the 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 another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
Audit committee shall comply with Article 218 of the Company Act.
Actions taken pursuant to the points 1 and 2 of Paragraph 3, Subparagraph (5) of this Subparagraph shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
<6> 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 the Subparagraph 1 and 2 of this article of the assessment and Operational Procedures, and the Subparagraph (1), (2), (3) of the Paragraph 3 of this article do not apply:
The related party acquired the real property through inheritance or as a gift.
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.
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.
<7> When a public company obtains real property from a related party, it shall also comply with the Subparagraph (5) of Paragraph 3 of this article if there
82 -

is other evidence indicating that the acquisition was not an arms length transaction.

Article 10: Procedures for acquisition and disposal of membership or intangible assets

(1) Assessment and Operational Procedures

In acquiring or disposing of membership or intangible assets, and is in accordance with the internal control system cyclic procedures of the company's fixed assets.

(2) Approval procedure of transaction terms and degree of authority delegated
- <1> To obtain or dispose of membership, refer to the expert assessment report or fair market price, determine the transaction conditions and prices, and the analysis report shall be submitted to the chairman. If the amount is less than NT$20,000,000, it shall be submitted to the chairman for approval and shall be reported in the latest meeting of the board after the event; if it exceeds NT$20,000,000, it shall be submitted to the board of directors for approval.
- <2> To obtain or dispose of intangible assets, refer to the expert assessment report or fair market price, determine the transaction conditions and prices, and the analysis report shall be submitted to the chairman. If the amount is less than NT$20,000,000, it shall be submitted to the chairman for approval and shall be reported in the latest meeting of the board after the event; if it exceeds NT$20,000,000, it shall be submitted to the board of directors for approval.
- <3> Where the Company obtain or disposal of assets requires the approval of the board of directors pursuant to the procedures or the applicable laws, rules, and regulations, if a director expresses dissent and this is contained in the minutes or a written s
(3) Executive unit
- In acquiring or disposing of membership or intangible assets, it shall be executed by the user department, accounting department, or administration department after the verification of the preceding approval.
(4) Expert evaluation opinions of membership or intangible assets
- In acquiring or disposing of membership or intangible assets where the transaction amount reaches 20 percent of the company's 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. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.
Article 10-1: The calculation of the transaction amounts referred to in the Article 7, 8, 10 shall be done in accordance with Article 31, paragraph 2 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 11: Acquisition or Disposal of the procedure of claims of financial institutions
83 -

In principle, the company is not engaged in the transaction of acquisition or disposal of claims of financial institutions. If it is to engage in the acquisition or disposal of claims of financial institutions, it will report it to the board of directors for approval before finalizing its assessment and Operational Procedures.

Article 12: Acquisition or Disposal of the procedure of derivatives

(1) Trading principles and strategies
<1> Type of transaction

Derivative financial products engaged by the company are transactions contracts whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. (Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts or hybrid contracts combining the above contracts)

<2> Operating (Hedging) strategies

The company is engaged in derivative transaction and is divided into hedging transaction and non-hedging transaction. A hedge transaction is not for the purpose of exempting or reducing risk, and not for profit; Non-heding transaction refers to the creation of a new position of an asset, liability or portfolio that is expected to benefit from market volatility in the future.

The company is engaged in the derivative financial products, which should be based on hedging transactions and supplemented by nonhedging transactions. The hedging transactions are mainly to avoid the risks arising from the business operations of the company. The currency held must be consistent with the foreign currency demand of the company's actual import and export transactions, and the company's internal (referring to foreign currency income and expenditure) should be self-leveling. In order to reduce the overall foreign exchange risk and save foreign exchange operating costs; At the appropriate time, to seek profit from financial operations other than normal operations, it may also be supplemented by non-heding transaction operations to earn the difference in commodity trading, but in accordance with the company's pre-set risk exposure, and in accordance with the established maximum loss limit.

<3> Segregation of duties
Financial department
- (1) Transaction staff
  - A. Responsible for the strategy of the entire company's financial commodity transactions.
  - B. Transaction staff should calculate the position regularly every two weeks, collect market information, conduct trend judgment and risk assessment, and formulate operational strategies. After approval by the authority, they should be used as the basis for trasactions.
  - C. The transaction is executed in accordance with the authority and strategy.
  - D. When there is a major change in the financial market and the transaction staff judges that the strategy is not applicable, the assessment report shall be submitted at any time, and the strategy shall be re-planned. After approval by the general manager, it is used as the basis for transaction.
84 -
(2) Accounting staff
A. Perform transaction confirmation.
B. Review whether the transaction is based on the authority and strategy.
C. The evaluation is carried out monthly and the report is submitted to the top supervisor of the accounting department.
D. Accounting processing.
E. Regulatory filing and public announcement in accordance with the regulations of the Financial Management Association.
(3) Delivery staff: perform delivery tasks.
(4) Derivative verification authority
A. Hedging transaction

Authority	Undelivered amount
Financial Executive	US$2M or less (included)
General Manager	US$5M or less (included)
Chairman	US$5M or more

B. Non-Hedging transaction

Authority	Undelivered amount
Financial Executive	US$2M or less (included)
General Manager	US$5M or less (included)
Chairman	US$5M or less (included)

  - (5) Where the Company’s obtain or disposal of assets requires the approval of the board of directors pursuant to the procedures or the applicable laws, rules, and regulations, if a director expresses dissent and this is contained in the minutes or a written s

Audit department
- Responsible for understanding the admissibility of internal control of derivative commodity transactions and checking the compliance of the transaction department with the operating procedures, and analyzing the transaction cycle, making an audit report, and reporting to the board of directors when there is a major deficiency.
<4> Performance evaluation
Hedging transaction
- (1) The profit and loss generated between the exchange rate cost of the company and the derivative financial transactions is the basis of performance evaluation.
- (2) In order to fully grasp and express the evaluation risk of the transaction, the company evaluates the profit and loss monthly.
- (3) The financial department shall provide foreign exchange position evaluation and foreign exchange market trends and market analysis to the general manager as a management reference and instructions.
Non-Hedging transaction
- The actual profit and loss is used as the performance evaluation basis, and the positions are regularly reported to provide management reference.
<5> Total amount of contracts, and the maximum loss limit
85 -
Total amount of contracts
(1) Non-Hedging transaction
- A. To avoid foreign exchange risk transactions: the total contract amount shall not exceed the total import and export in the year.
- B. To avoid interest rate risk transactions: the total contract amount cannot exceed the total liability amount.
(2) Non-Hedging transaction

The undelivered balance shall not exceed the limit of US$ 10 million.

The maximum loss limit
(1) Hedging transaction

The individual contract is 20% of the contract amount, and the total contract loss is 20% of the total contract amount.

(2) Non-Hedging transaction

The individual contract is 10% of the contract amount, and the total contract loss is 10% of the total contract amount.

(2) Risk management measures
<1> Credit risk management

Due to changes in various factors in the market, it is easy to cause operational risks of derivative financial products. Therefore, in market risk management, the following principles are followed:

Transaction objects: mainly domestic and foreign famous financial institutions.
Transaction products: limited to the products provided by domestic or foreign famous financial institutions.
Transaction Amount: The amount of the unreversed transaction of the same transaction object is limited to 10% of the total authorized amount, but its not limited to the general manager's approval.
<2> Market risk management
Based on the open foreign exchange market provided by banks, the futures market will not be considered for the time being.
<3> Liquidity risk management

In order to ensure market liquidity, when selecting financial products, the liquidity is higher considered (that is, it can be squred off at any time in the market), and the financial institutions entrusted with transactions must have sufficient information and the ability to conduct transactions in any market at any time.

<4> Cash flow risk management

In order to ensure the stability of the company's operating capital turnover, the company's source of funds for derivative transactions is limited to its own funds, and its operating amount should consider the funding requirements for the cash revenue and expenditure forecast for the next three months.

<5> Operational risk management
The company's authorization quota, operating procedures should be followed, and internal audits should be included to avoid operational risks.
Transaction staffs engaged in derivative commodities and staffs such as confirmation and delivery must not hold a concurrent post to each other.
86 -
The risk measurement, supervision and control staffs shall be in different departments from the preceding staffs, and shall report to the board of directors or senior executives who are not responsible for the decision-making of the transaction or position.
Derivatives transaction positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the board of directors.
<6> Product risk management

Internal transaction staffs should have complete and correct professional knowledge of financial products, and require banks to fully expose risks to avoid misuse of financial products risks.

<7> Legal risk management

 - Documents signed with financial institutions should be formally reviewed by professionals of foreign exchange, legal or law counsel before they can be formally signed to avoid legal risks.

(3) Internal audit system
- <1> Internal auditors shall check the suitability of internal control of derivative transactions periodically and inspect monthly the compliance of the trading departments with the "Handling Procedure to Engage in the Transaction of Derivative Products" and analyze the trading cycle in order to make the auditing report. If a major violation is discovered, the Audit Committee shall be notified in writing.
- <2> nternal auditors shall file the auditing report of the preceding Paragraph and the implementing status of annual auditing plans of internal audits to the Financial Supervisory Commission before the end of February of next year and also shall report the improvement situation for any abnormal affairs to the Securities and Futures Bureau before the end of May of next year.
(4) Method of periodic evaluation
- <1> The high-level manager authorized by board of directors shall regularly supervise and evaluate whether the derivative transactions are actually handled in accordance with the company's transaction procedures, and whether the risks assumed are within the scope of the allowable undertaking. If there are any abnormal situations in the market price evaluation reports (such as the held position has exceeded the loss limit), the high-level manager shall report to the board of directors immediately and take necessary measures to deal with the situation.
- <2> The position held in the trading of derivative products shall be evaluated at least once a week, but the hedging transaction made for business purposes shall be evaluated at least twice a month, and the evaluation reports shall be given to high-level managers authorized by the board of directors.
(5) Where the company engaging in derivatives trading, its board of directors shall faithfully supervise and manage such trading in accordance with the principles
- <1> Designate senior management personnel authorized by the board of directors to pay continuous attention to monitoring and controlling derivatives trading risk in accordance with the following principles:
  1. Periodically evaluate the risk management measures currently
87 -

employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the company.

     2. To supervise the transaction and profit and loss situation, if abnormal circumstances are found, the necessary countermeasures shall be taken and report to the board of directors immediately. The board of directors shall have independent directors present and express their opinions.

  - <2> Regularly assess whether the performance of the derivative transaction is in line with the business strategy and whether the risk assumed is within the scope of the company.

  - <3> When the company engages in the derivative transaction, it shall authorize the relevant staffs to handle the procedures in accordance with the procedures for dealing with the derivatives transactions, and shall report to the most recent board of directors meeting afterwards.

  - <4> The company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under Subparagraph (2) of Paragraph 4 and Subparagraph (1), (2) of Paragraph 5 of this article shall be recorded in detail in the log book.

Article 13: Procedures of Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
(1) Assessment and Operational Procedures
- <1> The company that conducts a merger, demerger, acquisition, or transfer of shares, shall engage a CPA, attorney, or securities underwriter to jointly study the estimated timetable for the statutory procedures and organize the ad hoc group to implement it in accordance with legal procedures. And prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage.
  - However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.
- <2> The company participating shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in Subparagraph (1) of the Paragraph 1 of this article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition,
88 -

this restriction shall not apply. Otherwise, where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

(2) Other precautions
<1> Board date: A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meeting.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of (2), <1> of this article.

<2> Prior confidentiality undertaking: Every person participating in or privy

89 -

to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

<3> The principle of setting and changing the the share exchange ratio or acquisition price: The company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the shareholders’ meeting. The share exchange ratio or acquisition price shall not be arbitrarily changed, but the conditions for the change in the contract have been fixed and disclosed to the public are not limited. The share exchange ratio or acquisition price may be changed as follows:
Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
An action, such as a disposal of major assets, that affects the company's financial operations.
An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
<4> Contract content: The contract for participation by the company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following: 1. Handling of breach of contract.
Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
The manner of handling changes in the number of participating entities or companies.
Preliminary progress schedule for plan execution, and anticipated completion date.
Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and
90 -

relevant procedures.

<5> When the number of companies participating in the merger, demerger, acquisition, or share transfer is changed: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
<6> Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of the Subparagraph (1), the Board date, the Subparagraph (2), the Prior confidentiality undertaking, the Subparagraph (5), When the number of companies participating in the merger, demerger, acquisition, or share transfer is changed, of the Paragraph 2 in this article.

Article 14: Public disclosure of information procedure

The company acquiring or disposing of assets shall publicly announce and report the relevant information in accordance with Articles 30 and 31 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the Financial Supervisory Commission.
Article 15: The subsidiaries of the company shall be handled in accordance with the following regulations:
(1) Subsidiaries shall also stipulate the “Operational Procedures for Acquisition and Disposal of Assets” in accordance with the relevant provisions of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
(2) Information required to be publicly announced and reported in accordance with the Article 31 and 32 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on acquisitions and disposals of assets by the company's subsidiary that is not itself a public company in Taiwan shall be reported by the company.
(3) In the public announcement and regulatory filing standard of the subsidiary, the alleged 20% of the paid-in capital or 10% of the total assets shall be subject to the company's paid-in capital or total assets.
Article 15-1: For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted.
Article 16: Penalty
91 -

The employees of the company who undertake the acquisition and disposal of assets in violation of the provisions of this procedure shall be regularly reported and evaluated according to the personnel management methods and employee handbooks, and shall be punished according to their circumstances.

Article 17: Implementation and revision
After passage by the board of directors, submit the procedures for approval by the shareholders' meeting. The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors.
Article 18: Supplemental provisions
Matters not covered in this article shall be handled in accordance with the provisions of the relevant laws and regulations.
Article 19: The Procedures was scheduled by the approval of the shareholders’ meeting on June 11, 2012.
The first amendment was on June 24, 2013, and approved by the shareholders’ meeting.
The second amendment was on January 6, 2014, and approved by the interim shareholders’ meeting.
The third amendment was made on June 30, 2014, and approved by the shareholders’ meeting.
The fourth amendment was on June 25, 2016, and approved by the shareholders’ meeting.
The fifth amendment was on June 16, 2017, and approved by the shareholders’ meeting.

The sixth amendment was on June 29, 2018, and approved by the shareholders’ meeting.

92 -

Appendix 4 GLOBAL PMX CO., LTD.

Operational Procedures for Loaning Funds to Others (Before amended)

Article 1: Purpose

In order to strengthen the management for loaning funds to others and to reduce operational risks, this disposition procedure is set. If there are any unfinished matters in this procedure, it shall be handled in accordance with the relevant laws and regulations.

Article 2: Legal basis

These procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies of the Financial Supervisory Commission (FSC).

Article 3: Borrower

The company shall not loan funds to any of its shareholders or any other person except under the following circumstances:

(1) Where an inter-company or inter-firm business transaction calls for a loan arrangement.
(2) Where an inter-company or inter-firm short-term financing facility is necessary. The term "short-term" means one year, or one operating cycle. (Subject to the longer one) The necessary of so-called “short-term financing” refers to the following situations:
- <1> A company in which the company directly and indirectly holds more than 50 percent of the voting shares. Due to business needs, there is a need for short-term financing.
- <2> Other companies or firms are necessary for short-term financing due to purchase material or operational turnover.
Article 4: The amount limits and evaluation standards of loaning funds to others
Where an inter-company or inter-firm business transaction, the individual loan and the amount shall not exceed the amount of business transactions between the two parties, and the total amount of loans shall not exceed 20% of the net worth of the current period. The term "business transactions" refers to the highest amount of goods purchased or sold in the last year between the two parties.

Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount to a single borrower shall not exceed 20 percent of the net worth of the period, and the total amount of loans shall not exceed 40% of the net worth of the current period.

Inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangement. The loan amount limit of a single borrower shall be limited to 100% of the net worth, and the total amount of loans and loans shall not exceed 100% of the net worth.

If the company's financial report is prepared by the International Financial Reporting Standards, the net worth referred to in this operating procedure refers to the equity of the securities issuer's financial reporting standards, which is attributable to the owners of the parent as stated in the balance sheet.

Article 5: Duration of accommodation and calculation of interest

(1) Duration: During the period of each short-term accommodation loan, the
93 -

maximum loan period cannot exceed one year since the date of loan. Inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares calls for a loan arrangement. The maximum period for each loan shall not exceed ten years since the date of loan.

(2) Interest: The rate of interest shall not lower than the highest interest of the company's short-term loans to financial institutions. The calculation of the loan interest of the company is based on the principle of monthly payment once. In case of special circumstances, it may be adjusted according to the actual situation after the approval of the board of directors.

Article 6: Disposition procedure

(1) Application procedures
The borrower shall provide basic information and financial information, and fill in an application form stating the purpose of the fund, the period of the loan and the amount, and then submit it to the financial department of the company.
If the business relationship is engaged in fund lending, the financial department should assess whether the loan amount and the business transaction amount are equivalent. Due to the necessity of short-term financing, the reasons and circumstances of the loan should be listed, and the credit investigation should be conducted. The relevant information and the proposed loan conditions should be reported to the head of the financial department and the general manager, and then reported to the board of directors for resolution.
Where the company has established the position of independent director, when it loans funds to others, it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.
(2) Credit investigation
For the initial borrower, the borrower should provide basic information and financial information to handle the credit investigation.
In the case of continuing borrowers, in principle, the credit investigation should be re-applied when the renewed loan is proposed. If it is a major or urgent incident, it will be handled at any time as actual needed.
If the borrower's financial status is good and the annual financial statements have been approved by the accountant to obtain a financing certificate, and the investigation report that has not been more than one year shall be used, and the certificate report will be reviewed with the accountant of the period as a reference for the loan.
When conducts a credit investigation of the borrower, it should also assess the impact of the loan on the company's operating risk, financial status and shareholders' equity.
(3) Loan approval and notification
After the credit investigation and evaluation, if the board of directors decided not to loan, the staff should respond to the borrower as soon as possible.
After the credit investigation and evaluation, if the board of directors decided to approve the loan, the staff should inform the borrower as soon as possible. Describe the loan terms, including the amount, duration, interest rate, collateral and guarantor, etc., and ask the borrower to complete the contract
94 -

signing within the time limit.

(4) Contracts signing and identity verification
The staff shall draw up the terms of the loan contract and go through the signing formalities after review by the supervisor.
The content of the contract shall be in accordance with the approved borrowing conditions. After the borrower and the joint guarantor sign the contract, the staff shall complete the identity verification.
(5) Collateral value assessment and rights setting

If the borrower provided the collateral for the loan, legal procedures for mortgage and/or lien must be fulfilled, and the company also needs to assess the value of the collateral to protect the company's interest.

(6) Insurrance
In addition to land and securities, collaterals should be insured against fire insurance and related insurance. The amount of insurance shall not be less than the quality of the collaterals. The insurance policy should indicate that the company is the beneficiary. The name, quantity, storage location, insurance conditions, insurance approval, etc. of the subject matter on the policy shall be in accordance with the original approved loan conditions.
The staff should notify the borrower to continue insure before the expiration of the insurance period.
(7) Grant

The loan conditions are approved and signed by the borrower, and the registration of the collateral mortgage is completed. After all the procedures are verified, the funds can be granted.

Article 7: Repayment

After the loan is granted, the borrower and the guarantors' financial, business and credit status should be frequently observed. If there is a collateral, and should pay attention to the change in the value of the collateral. One month before the loan is due, the borrower shall be notified to pay off the principal and interest at the end of the period.

(1) When the borrower repays the loan due to the loan expires, the interest shall be first calculated, and after paid off together with the principal, then the repayment certificates such as promissory notes and debits are written off and returned to the borrower.
(2) If the borrower applies for the lien cancellation, it should first check whether there is a balance of the loan to decide whether to agree the lien cancellation.
Article 8: Case registration and custody
(1) The company shall establish and maintain a memorandum book for its fundloaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated under the dispositon procedure.
(2) The loan staff shall, after the loan is granted, the credit certificate such as debits and promissory notes, the collateral certificate, the insurance policy and the documents of the essay, be sorted in order and put into the storage bag. After the contents of the custody and the customer's name are indicated on the bag, they shall be submitted to the head of the financial department for inspection. If the inspection is correct, it shall be sealed. Both parties shall keep keep it after signing or stamping the deposit register.
Article 9: Precautions for loaning funds to others:
(1) Before making a loan of funds to others, the company shall carefully evaluate
95 -

whether the loan is in compliance with the operational procedures, and the evaluation results have to be submitted to and resolved upon by the board of directors. The company shall not empower any other person to make such decision.

Loans of funds between the company and its subsidiaries, or between its subsidiaries, shall be submitted for a resolution by the board of directors pursuant to the preceding paragraph, and the chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

The "certain monetary limit" mentioned in the preceding paragraph on authorization for loans extended by the public company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the lending company, except in cases of companies in compliance with Article 4, paragraph 2.

(2) The company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit committee in writing of any material violation found.
(3) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to the audit committee, and shall complete the rectification according to the timeframe set out in the plan.
(4) The staff shall prepare a memorandum book of loaning funds to others for the previous month before the 10th monthly, and report it progressively.
(5) The company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.
Article 10: Procedures for controlling and managing loans of funds to others by subsidiaries
(1) If the subsidiary to loan funds to others, the company shall order the subsidiary to set up the dispositon procedures for loaning funds to others in accordance with the procedures or relevant regulations, and shall handle the procedures accordingly.
(2) The subsidiary shall prepare a memorandum book of loaning funds to others for the previous month before the 10th (not included) monthly, and report it to the company.
(3) The subsidiary 's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the auditor of the company in writing of any material violation found, and the auditor shall promptly notify the audit committee in writing.
(4) When internal auditors of the company check the subsidiaries according to the annual audit plan, they should understand the implementation of the subsidiaries' Operational Procedures for loaning funds to others. If any deficiencies are found, they should continue to track the improvement and
96 -

report to the general manager.

Article 11: Information disclosure
The company loaning funds to others shall publicly announce and report the relevant information in accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” issued by the Financial Supervisory Commission.
Article 12: Penalty
The managerial officer and staff of the company in violation of the provisions of this procedure shall be regularly reported and evaluated according to the personnel management methods and employee handbooks, and shall be punished according to their circumstances.
Article 13: Implementation and revision
After passage by the board of directors, submit the procedures for approval by the shareholders' meeting. The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors.
Article 14: The Procedures was scheduled by the approval of the shareholders’ meeting on June 11, 2012.
The first amendment was on June 24, 2013, and approved by the shareholders’ meeting.
The second amendment was on January 6, 2014, and approved by the interim shareholders’ meeting.

The third amendment was made on June 27, 2016, and approved by the shareholders’ meeting.

97 -

Appendix 5 GLOBAL PMX CO., LTD.

Operational Procedures for Endorsement and Guarantee (Before amended)

Article 1: Purpose

In order to strengthen the management for endorsement and guarantee and to reduce operational risks, this disposition procedure is set. If there are any unfinished matters in this procedure, it shall be handled in accordance with the relevant laws and regulations.

Article 2: Legal basis
These procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the Operational Procedures for Endorsement and Guarantee of the Financial Supervisory Commission (FSC).
Article 3: Entities for which the Company may make endorsement or guarantees:
(1) A company with which the company does business.
(2) A company in which the company directly and indirectly holds more than 50% of the voting shares.
Companies in which the company holds, directly or indirectly, 90%, or more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements or guarantees may not exceed 10% of the net worth of the company. Companies in which the company holds, directly or indirectly, 100% of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements or guarantees shall be in coordinance with the Article 5.
Where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, such endorsements/guarantees may be made free of the restriction of the preceding paragraphs.
Capital contribution referred to in the Paragraph 3 of this article shall mean capital contribution directly by the ompany, or through a company in which the public company holds 100% of the voting shares.
"Subsidiary" and "parent company" as referred to in these Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 4: Scope of endorsements/guarantees
(1) Financing endorsements/guarantees: Bill discount financing, endorsements/guarantees for another companies for their financing needs, endorsements/guarantees to the notes issued by the company to nonfinancial institutions and entities for the company’s own financing needs.
(2) Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters.
(3) Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs.
(4) The lien or mortgage provided by the Company against its assets and properties for guaranteeing another company’s loan shall be in coordinance with these Procedures.
Article 5: The amount of endorsement/guarantee provided by the company and its subsidiaries is subject to the following limits:
(1) The amount of endorsement/guarantee provided by the company:
- The aggregate amounts of endorsements/guarantees provided by the company shall not exceed 200% or more of the net worth of the company and the amounts
98 -

of endorsements/guarantees provided by the company for any single entity shall not exceed 160% of or more of the net worth of the company. The amounts of endorsements/guarantees provided by the company for any single entity witch the company does business, except to be in coordinance with preceding regulations, shall not exceed the total amount of transactions with the company in the year. (the highest amount of goods purchased or sold in the last year between the two parties)

(2) The total amount of endorsement/guarantee provided by the company and its subsidiaries:
The aggregate amounts of endorsements/guarantees provided by the company and its subsidiaries shall not exceed 200% or more of the net worth of the company and the amounts of endorsements/guarantees provided by the company for any single entity shall not exceed 160% of or more of the net worth of the company. The amounts of endorsements/guarantees for any single entity witch the company does business, except to be in coordinance with preceding regulations, shall not exceed the total amount of transactions with the company in the year. (the highest amount of goods purchased or sold in the last year between the two parties)

Where the company’s financial reports are prepared according to the International Financial Reporting Standards, "net worth" in these Procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 6: Hierarchy of decision-making authority and delegation thereof

When the company makes any endorsement and/or guarantee, it shall submit to the board of directors for approval. A pre-determined limit amount within 30% of the net worth may be delegated to the head office chairperman by the head office board of directors to facilitate execution and such endorsement /guarantee shall be reported to the most coming board of directors' meeting for ratification.

Before making any endorsement/guarantee pursuant to Article 3, paragraph 2, a subsidiary in which the company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement/guarantee to the company’s board of directors for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the company holds, directly or indirectly, 100% of the voting shares.

Where the company has established the position of independent director, when it makes endorsements/guarantees for others, it shall take into full consideration each independent director's opinions; independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.

Artiche 7: Procedures for making endorsements/guarantees

(1) The endorsee/guarantee company needs to use the endorsement guarantee amount within the quota shall provide basic information and financial information, and fill in an application form and submit it to the financial department of the company. The finance department shall conduct detailed evaluation and credit investigation. The evaluation includes: The necessity of and reasonableness. Where an endorsement/guarantee is made due to needs arising from business dealings, whether the amount of an ndorsement/guarantee is commensurate the total amount of trading between the two companies. The impact on the company's business operations, financial condition, and
99 -

shareholders' equity. Whether collateral must be obtained and appraisal of the value thereof.

(2) The financial department of the company shall collect the relevant information and assessment results of the preceding paragraph. If the accumulative balance of the endorsement/guarantee has not exceeded 30% of the net worth, it shall be submitted to the chairman for resolution and then submitted to the next board of directors meeting. If the accumulated balance of the endorsement/guarantee has exceeded 30% of the net worth, it shall be submitted to the board of directors for review and shall be handled in accordance with the resolution of the board of directors.
(3) The memorandum book established by the finance department for its endorsement/guarantee activities and record in detail the following information for the record: the entity for which the endorsement/guarantee is made, the amount, the date of passage by the board of directors or of authorization by the chairman of the board, the date the endorsement/guarantee is made, the matters to be carefully evaluated under this procedure, collateral and appraisal of collateral, and terms and dates for lifting the endorsement/guarantee.
(4) When the endorsement/guarantee company makes the repayment, the repayment information shall be noticed to the company in order to lift the endorsement/guarantee, and record it in the memorandum book of endorsement/guarantee.
(5) Financial department shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures and certificate a audit report.
Article 8: Procedures for use and custody of corporate chops
The company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person and any changements hereto, approved by the board of directors, and may be used to seal or issue negotiable instruments for endorsements/guarantees only in coordinance with the procedures. When making a guarantee for an overseas company, the company shall have the Guarantee Agreement signed by a person authorized by the board of directors.
Article 9: Precautions of endorsements/guarantees
(1) The company's internal auditors shall audit the Operational Procedures for Endorsement and Guarantee and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit committee in writing of any material violation found.
(2) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the company shall adopt rectification plans and submit the rectification plans to the audit committee, and shall complete the rectification according to the timeframe set out in the plan.
(3) Where the company needs to exceed the limits set out in the procedures to satisfy its business requirements, and where the conditions set out in the procedures are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the procedures accordingly and submit the same to the shareholders'
100 -

meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. Where the company has established the position of independent director, when discussing in the preceding board of directors meeting, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.

Article 10: The time limit and content of announcement and reporting

The company endorsement and guarantee shall be in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the Financial Supervisory Commission.

Article 11: Subsidiary management

(1) If the subsidiary to endorsement/guarantee other companies, the company shall order the subsidiary to set up the dispositon procedures for loaning funds to others in accordance with the procedures or relevant regulations, and shall handle the procedures accordingly.
(2) The subsidiary shall prepare a memorandum book of endorsement/guarantee for the previous month before the 10th (not included) monthly, and report it to the company.
(3) The subsidiary 's internal auditors shall audit the isposition procedures for Endorsement and Guarantee and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the auditor of the company in writing of any material violation found, and the auditor shall promptly notify the audit committee in writing.
(4) When internal auditors of the company check the subsidiaries according to the annual audit plan, they should understand the implementation of the subsidiaries' Operational Procedures for endorsement/guarantee. If any deficiencies are found, they should continue to track the improvement and report to the general manager.
Article 12: Penalty
The relevant personnel in violation of the provisions of this procedure and revevant regulations shall be regularly reported and evaluated according to the personnel management methods and employee handbooks, and shall be punished according to their circumstances.
Article 13: For circumstances in which an entity for which the company and its subsidiaries make any endorsement/guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, it shall be submitted to the chairman for approval before implementation, and relevant follow-up monitoring and control measures shall be expressly prescribed.
In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.
Article 14: Implementation and revision
After passage by the board of directors, submit the procedures for approval by the shareholders' meeting. The same shall apply to any amendments to the procedures. The revisions of the procedures shall be approved by more than one-half of all members of the audit committee, if it is not approved by more than one-half of all
101 -

members of the audit committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the audit committee shall be stated in the proceedings of the board of directors.

Article 15: The Procedures was scheduled by the approval of the shareholders’ meeting on June 11, 2012.
The first amendment was on June 24, 2013, and approved by the shareholders’ meeting.
The second amendment was on January 6, 2014, and approved by the interim shareholders’ meeting.
The third amendment was made on June 27, 2016, and approved by the shareholders’ meeting.

The fourth amendment was on June 29, 2018, and approved by the shareholders’ meeting.

102 -

Appendix 6 GLOBAL PMX CO., LTD.

Shareholdings of Directors

The shareholdings of directors recorded in the shareholder list as of the book closure date (April 16, 2019) for the 2019 shareholders meeting is as follows:

Title	Name	Shareholdings as of the book closure date	Shareholdings as of the book closure date
		Shares	Shareholding ratio
Chairman	Zheng-Sheng Lin	390,000	0.48%
Director	Sixxon Precision Machinery Co., Ltd. Legal representative: Rui-Quan Yan	12,256,900	14.96%
Director	Chin-Wei Lu	15,000	0.02%
Director	Sui-Cheng Ho	536,000	0.65%
Director	Guang-Hsing Han	500,000	0.61%
Director	Liang-Xiong Lin	329,000	0.40%
Independent Director	Ching-Te Ku	0	0.00%
Independent Director	Xiang-Yu Yang	0	0.00%
Independent Director	Chia-Yu Tsai	0	0.00%
Shareholdings and ratio of all directors		14,026,900	17.12%

Remark:

(1) All directors of the company shall hold shares: 6,554,720 shares.
(2) The company has set up an audit committee, so there is no supervisors’ shareholding.

Appendix 7 Other Supplementary Notes

Explanation of the shareholders' proposal on the shareholders' meeting:

<1> According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and any proposal shall not be more than 300 words.
<2> The company accepts the written proposal of the shareholders is from April 8, 2019 to April 18, 2019, and has been publicly announced in the market observatory post system.
<3> The company has not received any shareholder proposal.
103 -

AI assistant

GLOBAL PMX — AGM Information 2019

52403_rns_2019-11-26_4eea1afd-fd16-40b3-957e-774667d9420a.pdf

GLOBAL PMX CO., LTD.

Annual Shareholders’ Meeting 2019 Meeting Handbook

Date ： June 14, 2019

Table of Contents

1. Meeting Procedure

2.Meeting Agenda

GLOBAL PMX CO., LTD.

Procedure for the 2019 Annual Meeting of Shareholders

<1>

<2>

<3>

Matters for Ratification

Matters for Discussion

<2>

Extem ore Motion p

Adjournment

3. Attachment

Attachment 1

Business Report 2018

1. Business Report 2018:

(1) Operating results results in 2018:

(2) Budget implementation:

(3) Financial revenue, expenditure, and profitability analysis:

(4) Research and Development status:

2. 2019 Operational Plan Summary:

Attachment 2

Review Report of Audit Committee

GLOBAL PMX CO., LTD.

Review Report of Audit Committee

Attachment 3

Independent Auditors' Report

Opinion

Key Audit Matters

Revenue recognition

Other Matter

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Global PMX Co., Ltd. and Subsidiaries Consolidated balance sheet As of December 31, 2018 and 2017

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the year ended December 31, 2018 and 2017

Global PMX Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows

Independent Auditors' Report

Opinion

Basis for opinion

Key Audit Matters

Sales revenue recognition

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

Global PMX Co., Ltd.

Parent Company Only Balance sheet

Global PMX Co., Ltd.

（ continued ）

Global PMX Co., Ltd. Parent Company Only Statement of Changes in Equity

Global PMX Co., Ltd. Parent Company Only Statements of Cash Flows For the year ended December 31, 2018 and 2017

Attachment 4

GLOBAL PMX CO., LTD. 2018 Earnings Distribution Table

Attachment 5

GLOBAL PMX CO., LTD.

Amended Comparison Table of Articles of Incorporation

Attachment 6

GLOBAL PMX CO., LTD.

Amended Comparison Table of Operational Procedures for Acquisition and Dis osal of Assets p

Attachment 7

GLOBAL PMX CO., LTD.

Attachment 8

GLOBAL PMX CO., LTD.

4. Appendix

Appendix 1

GLOBAL PMX CO., LTD. Articles of Incorporation (Before amended)

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors and Audit Committee

Chapter 5 Managerial Personnel

Chapter 6 Accounting

Chapter 7 Supplemental Provisions

Appendix 2

GLOBAL PMX CO., LTD.

GLOBAL PMX AGM Information 2019

Date `：` June 14, 2019

`（` continued `）`