Hiroca — Annual Report 2012

Jul 16, 2013

D廣華控股有限公司 Hiroca Holdings Ltd.

一〇二年股東常會

議事手冊

開會時間:一〇二年五月二十四日上午十時整 開會地點:台北市大安區羅斯福路四段 85號地下一樓 (集思台大會議中心-柏拉圖廳)

目 錄

	壹、開會程序------------------------------------------------------1
	貳、開會議程------------------------------------------------------2
	參、報告事項------------------------------------------------------3
	肆、承認事項------------------------------------------------------3
	伍、討論事項------------------------------------------------------5
	陸、臨時動議------------------------------------------------------6
	柒、散會----------------------------------------------------------6

附件:

附件一、一○一年度營業報告書
附件二、審計委員會審查報告
附件三、各項決算表冊
	附件四、董事會議事規範及修訂對照表
	附件五、公司章程及備忘錄及修訂對照表
	附件六、資金貸與他人作業程序及修訂對照表
	附件七、背書保證作業程序及修訂對照表
	附件八、股東會議事規則及修訂對照表

附錄:

附錄一、董事持股情形

附錄二、本公司無償配股對公司營業績效及每股盈餘之影響

廣華控股有限公司一〇二年股東常會開會程序

• 壹. 宣佈開會(報告出席股東及股東代理人代表股份總數)
• 貳. 主席致詞
• 參. 報告事項
• 肆. 承認事項
• 伍. 討論事項
• 陸. 臨時動議
• 柒. 散會

廣華控股有限公司一〇二年股東常會議程

• 時間: 一〇二年五月二十四日(星期五)上午十時整
• 地點:台北市大安區羅斯福路四段85號地下一樓 (集思台大會議中心-柏拉圖廳)

壹、宣佈開會

貳、主席致詞

參、報告事項

第一案:101年度營業報告案 第二案:審計委員會審查101年度決算表冊報告 第三案:修訂本公司「董事會議事規範」

肆、承認事項

第一案:101年度營業報告書及財務報表案 第二案:101年度盈餘分配案

伍、討論事項

第一案:盈餘轉增資案

第二案:修訂公司章程及備忘錄案

第三案:修訂「資金貸與他人作業程序」案

第四案:修訂「背書保證作業程序」案

第五案:修訂「股東會議事規則」案

陸、臨時動議

柒、散會

壹、宣佈開會

貳、主席致詞

參、報告事項

第一案 本公司101年度營業報告,敬請 鑒核。 說 明:本公司101年度營業報告書,請參閱本手冊附件一。

第二案 審計委員會審查101年度決算表冊報告,敬請 鑒核。 說 明:審計委員會審查報告書,請參閱本手冊附件二。

第三案 修訂本公司「董事會議事規範」, 敬請 鑒核。

說 明:依據中華民國「公開發行公司董事會議事辦法」及相關法今規 定修訂本公司之「董事會議事規範」, 修訂後之「董事會議事規 範」及修訂對照表請詳附件四。

肆、承認事項

第一案 董事會提

案 由:承認本公司101年度營業報告書及財務報表案,敬請 承認。

說 明:(一)本公司101年度營業報告書及財務報表,業經安侯建業聯 合會計師事務所江忠儀、陳宜君會計師查核竣事,並提送審計 委員會審查完畢通過。

(二)上述營業報告書及會計師查核報告、財務報表,請詳附 件一及附件三。

(三) 敬請 承認。

決 議:

第二案 董事會提

• 案 由:本公司101年度盈餘分配案,敬請 承認。
• 說 明: (一)本公司 2012 年度稅後淨利為新臺幣(以下同) 314.236.963 元, 扣除依章程提列 10%法定盈餘公積 31,423,696 元及特別盈 餘公積 38.393.931 元,連同期初未分配盈餘 1.078.883.287 元, 本年度可供分配盈餘為 1,323,302,623 元。依本公司章程規定, 梅分配如下: 股東現金股利每股1.5元,共計106,500,000元;股票股利每股1

元,共計71,000,000元。

(二)請參閱本公司101年度之盈餘分配表,敬請 承認。

橿	華控股有限公司
20123		配表

單位︰新台幣元

配項 目 分	金 額
上年度未分配盈餘	1,078,883,287
加: 2012 年度税後盈餘	314,236,963
合計	1,393,120,250
減:提列10%法定盈餘公積	31,423,696
提列特別盈餘公積	38,393,931
可分配盈餘	1,323,302,623
減:現金股利 (每股配發1.5元)	106,500,000
股票股利 (每股配發1元)	71,000,000
期末未分配盈餘	1,145,802,623

附註:

1. 董事酬勞: 2,343,400 元

2. 1. 員工紅利: 7,030,200 元
3. 1. 依證券交易法第四十一條第一項規定,為維持公司財務結構之健全與穩定, 避免虚盈實虧,損及股東權益,上市、上櫃公司嗣後分派可分配盈餘時,除 依法提出法定盈餘公積外,就當年度發生之帳列股東權益減項金額 (如長期 股權投資未實現跌價損失、累積換算調整數等)自當年度稅後盈餘與前期未 分配盈餘提列相同數額之特別盈餘公積屬前期累積之股東權益減項金額,則 自前期未分配盈餘提列相同數額之特別盈餘公積不得分派。嗣後股東權益減 項數額有迴轉時,得就迴轉部分分派盈餘。
4. 1. 本公司因採用IFRSs編製財務報告致2012年1月1日 (轉換日)保留盈餘淨增加 NTD4,830千元,累積至2013年1月1日則為淨增加NTD5,153千元;本公司因無 首次採用IFRSs編製財務報告時,因選擇適用IFRSs第一號豁免項目,而就股 東權益項下之未實現重估增值及累計換算調整數 (利益)轉入保留盈餘部分, 依2012.04.06金管證發字第1010012865號函規定無須提列特別盈餘公積。

上述承認案之投票表決

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伍、討論事項

第一案 蕃事會提

案 由:盈餘轉增資案,敬請 討論。

說 明:(一)為配合本公司業務發展需要,擬自101年度可分配盈餘中 提撥股東股利計新台幣71.000.000元轉增資發行新股,共計發 行新股7,100,000股,每股面額新台幣10元。本次增資按除權 基準日股東名簿所載股東持股比例計算,以目前資本額核算每仟 股無償配發100股。

(二)配發不足一股之畸零股部份得由股東自行合併成一整股, 於除權停止過戶日起五日內向本公司股務代理機構辦理, 渝期未 辦理者按面額折發現金,計算至元止(元以下四拾五入),其股份 授權董事長洽特定人按面額認購。

(三)本次發行新股之權利義務與原有股份相同。

(四)本次盈餘分配於除權基準日前如因買回本公司股份等因 素,致影響流通在外股份數量、股東配股率因此發生變動者,擬 請股東會授權董事會全權處理。

(五)有關本次增資發行新股之相關發行細節,若因主管機關要 求或實際情況需要變更時,擬請股東會授權董事會全權處理。

(六)本案於股東常會通過後,由股東常會授權董事會另訂除權 基準日。

• 第二案 董事會提
• 案 由:修訂本公司章程及備忘錄案,敬請 討論。
• 說 明:(一)茲為配合中華民國證券主管機關相關規定,擬針對本公司章 程部份內容加以修訂。

(二)修正條文對照表請詳附件五。

• 第三案 董事會提
• 案 由:修訂「資金貸與他人作業程序」案,敬請 討論。
• 說 明:(一)依據中華民國「公開發行公司資金貸與及背書保證處理準則」 及本公司運作實務訂本公司之「資金貸與他人作業程序」。 (二)修訂後之「資金貸與他人作業程序」修正條文對照表請詳附 件六。

第四案 董事會提

• 案 由:修訂「背書保證作業程序」案,敬請 討論。
• 說 明:(一)依據「公開發行公司資金貸與及背書保證處理準則」及本 公司運作實務修訂本公司之「背書保證作業程序」。 (二)修訂之「背書保證作業程序」對照表,請詳附件七。
• 第五案 董事會提
• 案 由:修訂「股東會議事規則」案,敬請 討論。
• 說 明:(一)為提升公司治理、強化股東會作業,依據主管機關公告之「 公開發行公司股東會議事規範 |, 擬修訂本公司之「股東會議事規 則」。
• (二)修訂之「股東會議事規則」對照表,請詳附件八。

上述討論案之投票表決

陸、臨時動議

柒、散 會

附件一

2012年度營業報告書

中國汽車自2011年已進入了調整期,2012年全年總銷售量雖達1,931萬輛,僅 較 2011年微幅成長了4.3%,預期未來中國汽車市場將維持個位數的成長,雖然 如此,中國仍然站穩世界第一大的汽車市場,其中乘用車的銷售將維持穩健的成 長。本公司主要業務為服務中國華南地區日系車廠,2012年9月受中日釣魚島 : 事件影響,以至於本公司2012年第四季營收受到嚴重的衝擊,加上2011年底由. 舊廠遷至新廠過程中,產能調配無法滿足北美客戶急單的要求,致使本公司在 2012年的前兩季不得已採空運方式因應客戶需求,綜上所述,導致本公司2012 年營收及獲利都未達成目標。謹將本公司2012年度合併財務報表之營業結果、 音產自信淨值狀況及獲利能力分析暨未來發展策略報告如下: (一) 營業結果

本公司2012年合併營業收入為新台幣 (以下同)5,190,131 仟元,合併營業毛利 為1,182,942仟元,合併稅後總純益為316,761仟元,其中歸屬予母公司股東之。 合併稅後純益為 314, 236 仟元, 合併稅後每股盈餘為 4.96元。

(二) 資產負債淨值狀況

截至 2012年12月31日止,本公司合併總資產共為 6,450,104 仟元,合併總負 債總額為 2, 214, 561 仟元, 佔合併總資產 34%, 合併股東權益總額為 4, 235, 543 : 仟元, 佔合併總資產 66%。

(三) 獲利能力分析

本公司2012年度合併財務報表之稅後每股盈餘為4.96元,純益率為6%,資產 報酬率為 5.6%,股東權益報酬率為 8.2%。

(四) 未來發展策略

• 1. 產能擴充:為解決目前產能不足及因應未來訂單需求已在東莞市厚街鎮承租 3.200 畝土地進行擴廠計劃,目前第一期的A及B棟廠房已正式投產。
• 1. 武漢建廠:為服務華中地區客戶,本公司透過子公司在武漢漢南區成立武漢。 廣佳汽車飾件有限公司,已於2012年9月起進行量產,預計未來將成為另 一塊公司營運成長及獲利來源之重心。
• 引進多樣化之表面處理技術:本公司目前正積極引進除水壓轉印外之多種不 $3.$ 同塑膠表面加飾處理技術,目前已以合資方式投資汽車真木及塑膠電鍍內飾 件等相關技術,以期提供予客戶最好的服務並爭取訂單。
• 1. 提供模組化之產品予客戶:本公司原主要供應客戶汽車內飾塑膠件之零件為 : 主,應客戶之要求及本公司產品開發能力之提升,開始提供模組化之產品予 客戶以成為客戶之重要策略供應商。

2012年9月起因日系車廠受中日釣魚島事件影響,銷量大幅下降,影響本公司 2012年第四季的營收及獲利表現,但隨事件逐步和緩,2013年1月份日本三大 車系已恢復至八成以上,預期2013年3月起如中日雙方保持現狀,則本公司營。 收將逐步恢復至正常水準,另為分散風險,本公司將繼續努力以專業的製造能力 且優質的服務理念爭取歐系及美系車廠的訂單,竭盡全能締造營運佳績。

董事長:

附件二

廣華控股有限公司

審計委員會查核報告書

本公司 101 年度營業報告書、合併財務報表及盈餘分配案,業經本 審計委員會查核完竣,認為尚無不符。其中合併財務報表業經安侯建 業聯合會計師事務所江忠儀、陳宜君兩位會計師查核,並擬出具查核 報告書。爰依證券交易法第十四條之四及公司法第二百一十九條之規 定、備具報告。

敬請 鑒察

此致

廣華控股有限公司 102 年股東常會

廣華控股有限公司

審計委員會

得法之 泰元明 不知的

中華民國102年3月21日

附牛二

廣華控股有限公司及其子公司 (Hiroca Holdings Ltd. and Its Subsidiaries)

合併財務報表

民國一〇一年及一〇〇年十二月三十一日 (內附會計師查核報告)

公 司 地 址: Marquee Place, Suite 300, 430 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies 連絡地 址:中國廣東省東莞市厚街鎮橋頭第三工業區 話: 86-769-85903898 雷

要侯違業解合會計師事務府 KPMG

台北市11049信義路5段7號68樓(台北101大樓) 68F, TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei, 11049, Taiwan, R.O.C.

Telephone 電話 +886 (2) 8101 6666 Fax 傅真 +886 (2) 8101 6667 Internet 網址 www.kpmg.com.tw

共 魭 杳 核 報 計

廣華控股有限公司董事會 公鑒:

廣華控股有限公司及其子公司民國一〇一年及一〇〇年十二月三十一日之合併資產負債表 ,暨截至各該日止之民國一〇一年及一〇〇年度之合併損益表、合併股東權益變動表及合併現 金流量表,業經本會計師查核竣事。上開合併財務報表之編製係管理階層之責任,本會計師之 責任則為根據查核結果出具報告。

本會計師係依照中華民國一般公認審計準則及中華民國會計師查核簽證財務報表規則規劃 並執行查核工作,以合理確信合併財務報表有無重大不實表達。此項查核工作包括以抽查方式 獲取合併財務報表所列金額及所揭露事項之查核證據、評估管理階層編製合併財務報表所採用 之會計原則及所作之重大會計估計,暨評估合併財務報表整體之表達。本會計師相信此項查核 工作可對所表示之意見提供合理之依據。

依本會計師之意見,第一段所述合併財務報表在所有重大方面係依照中華民國證券發行人 財務報告編製準則及中華民國一般公認會計原則編製,足以允當表達廣華控股有限公司及其子 公司民國一〇一年及一〇〇年十二月三十一日之合併財務狀況,暨截至各該日止之民國一〇一 年及一〇〇年度之合併經營成果與合併現金流量。

安侯建業聯合會計師事 務所

證券主管機關, (88)台財證(六)第18311號 金管證審字第1000011652號 核准等證文號 民國 一〇二年三月二十一日

			101.12.31		100.12.31					101.12.31		100.12.31
	產	41	簗	æ	邕 剑	9é		負債及股束權益	俐	畿	æ	簗 41	×
流動資產: 1100		S	,347,630	$\overline{a}$	,296,153	25	2100	短期借款(附註四(八)) 流動負債:		248,995		310,689
120	現金(附註四(一)) 應收票據淨額		4,299		10,575		2140	應付帳款(附註五)		862,440		922,910	18
1140	應收帳款淨額(附註二、四(三)及五)		1,328,363	$\overline{2}$	,447,017	28	2160	應付所得稅				120,108
1190	其他金融資產-流動(附註五及六)		94,672		78,814		2170	應付費用(附註五)		285,093		225,544
1210	存货净额(附註二及四(四))		577,706	ø	420,490		2224	應付設備款(附註五)		245,715		24,552
1261	预付货款(附註五)		62,799		52,380		2228	其他應付款項(附註五)		29,067		33,672
1280	其他流動資產		107,504		54,529		2272	一年內到期之長期借款(附註四(九))		171,660		53,044
1286	遞延所得稅資產-液動(附註四(十))		19,963		15,126		2298	其他流動負債(附註五)		94,500		59,218
			3,542,936	55	375,084	64				1,937,470	30	,749,737
	基金及長期投資							長期負債:
	(附註二、四(二)、四(五)及六):						2421	銀行長期借款(附註四(九))		272,430		15,156
	採權益法之長期股權投資		43,017		27,938		2490	其他金融负债一非流動		4,661
	以成本衡量之金融資產一非流動		128,624		117,580			負債合計		2,214,561	34	1,764,893	33
	其他金融資產一非流動		152,004 323,645	$\overline{2}$	52,444 197,962			股東權益(附註四(十一)):
							3110	普通股股本		710,000	$\overline{a}$	630,000	12
	固定資產(附註二及四(六)):		411,358	$\circ$	5,726		3210	資本公積一發行溢價		2,181,246	34	1,628,569	$\overline{5}$
	房屋及建築		1,311,874	20	928,318	$^{18}$	3260	首本公積一長期投資		6,620		6,620
機器設備 模具設備 1537			409,190	ø	224,570			保留盈餘
其他政備			434,922	$\overline{ }$	259,175		3310	法定盈餘公積		108,725	2	50,889
			2,567,344	39	,417,789	27	3350	未提接保留盈餘		1,240,783	$\overline{9}$	1,078,883	$\overline{a}$
15X9	减:累積折舊		(669, 094)	(10)	(514, 926)	(10)	3420	累積換算調整數		(38, 393)	$\Xi$	73,526
	在建工程		5,529		230,006			母公司股東權益小計		4,208,981	65	3,468,487	66
	预付设備款		299,895		254,415		3610	少数股權		26,562		27,802
			2,203,674	34	1,387,284	26		股東權益合計		4,235,543	66	3,496,289	67
	無形資產(附註二及四(七)):
	土地使用糕		106,374	2	112,085
1788	其他無形資產		19,946 126,320		26,170 138,255
1880	其他資產(附註二及四(六)): 其他資產一其他		253,529	4	162,597			重大承諾事項及或有事項(附註七)
資產總計			6,450,104	100	5,261,182	$\frac{100}{2}$		负债及股束摧益總計		6,450,104	100	5,261,182	100

註:本公司及其子公司原以人民幣編製之合併財務報表, 係以民國一〇一年及一〇〇年度人民幣對新台幣之即期匯率(分別為4.6605及4.8106)換算為新台幣表達。 就详想换附合併財務報表附註)
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會計主管

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經理人:

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董事長:

廣華控照看腰機遇观察干公司

廣華控股有限公司及其子公司 合併損益表 海跟同日至十二月三十一日 民國一〇一年及一

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單位:新台幣千元

				101年度		100年度
			金	額	%	額 金	%
4111	銷貨收入(附註二)	S.		5,190,131	101	4,702,995	101
4170	減;銷貨退回			(34, 743)	(1)	(30, 365)	(1)
4190	銷貨折讓			(1, 428)	$\frac{1}{2}$	(5,649)	$\overline{\phantom{a}}$
	銷貨收入淨額			5,153,960	100	4,666,981	100
5111	銷貨成本(附註四(四))			(3,971,018)	(77)	(3,382,003)	(73)
5910	營業毛利			1,182,942	23	1,284,978	27
6000	營業費用
6100	推銷費用			(284, 754)	(5)	(178,918)	(4)
6200	管理及總務費用			(370, 600)	(7)	(246, 255)	(5)
6300	研究發展費用			(183, 322)	(4)	(130, 314)	(3)
				(838, 676)	(16)	(555, 487)	(12)
6900	營業淨利			344,266	$\overline{7}$	729,491	15
7100	營業外收入及利益
7110	利息收入			13,947		12,042
7121	權益法認列之投資收益(附註二及四(五))			16,041
7122	股利收入			14,060		15,655
7130	處分固定資產利益			4,924		6,252
7480	什項收入			37,587 86,559		37,472 71,421	$\mathbf{1}$ $\mathbf{I}$
7500	營業外費用及損失			(13,071)		(5,361)
7510 7521	利息費用					(2,635)
7530	採權益法認列之投資損失(附註二及四(五)) 處分固定資產損失			(2, 479)		(1, 469)
7560	兌換損失			(1, 917)		(14,080)
7880	什項支出			(5.059)		(6, 852)
				(22, 526)		(30, 397)	÷
				408,299	8	770,515	16
8110	所得税费用(附註二及四(十))			(91, 538)	(2)	(189, 218)	(4)
	合併總損益			316,761	6	581,297	12
	歸屬予:
9601	母公司股東	S		314,236	6	578,360	12
9602	少數股權			2,525		2,937	Ξ.
				316,761	6	581,297	12
9750	歸屬於母公司股東之每股盈餘(附註二及四(十二))		稅	前 税	後	前 税 稅	後
	基本每股盈餘(元)			6.41	4.96	12.18	9.18
	稀釋每股盈餘(元)			6.38	4.94	12.07	9.10

註:本公司及其子公司原以人民幣編製之合併財務報表,係以民國一〇一年及一〇〇年度人民幣對新台幣之平均 匯率(分別為4.6868及4.5508)換算為新台幣表達。

(請詳閱後附合併財務報表附註) 會計主管: 經理人:

民國-0-年及-00部長原1日至十二月三十一日 廣華控股積限公司及其子公司 合併服束權益變動表

單位:新台幣千元

保留盈餘

	股本 普通股	資本公積	餘公積 法定盈	保留盈餘 ₩ 蜈 未	聲數 累積換算 調	母公司業主 權益總計	少數股權	仚
民國一〇〇年一月一日期初餘額	630,000	1,628,569		551,412	193,367)	2,616,614	22,671	2,639,285
本期合併總損益				578,360		578,360	2,937	581,297
盈餘指撥及分配:(註1)
提列法定盈餘公積			50,889	(50, 889)
未按持股比例認列之長期投資		6,620				6,620		6.620
外幣財務報表換算所產生兒換差額增減					266,893	266,893	2,194	269,087
民國一○○年十二月三十一日餘額	630,000	,635,189	50,889	1,078,883	73,526	3,468,487	27,802	3,496,289
現金增資	80,000	552,677				632,677		632,677
本期合併總損益				314,236		314,236	2,525	316,761
盈餘指撥及分配:(註2)
提列法定盈餘公積			57,836	(57, 836)
普通股現金股利				(94, 500)		(94, 500)		(94, 500)
外幣財務報表換算所產生兌換差額增減					(11, 919)	(111, 919)	(828)	(112, 747)
少數股權增減							(2.937)	(2.937)
民國一○一年十二月三十一日餘額	710,000	2,187,866	108,725	1,240,783	(38,393)	4,208,981	26,562	4,235,543
註1:董監酬勞4,416千元及員工紅利21,196千元已於損益表中扣除。 註2:董監酬勞4,200千元及員工紅利20,024千元已於損益表中扣除。 ---------------------------------------				()( / / l J J J J J J J J J J J J

$\sim7\sim$

..

會計主管

註3:本公司及其子公司原以人民幣編製之合併財務報表,係以民國一〇一年及一〇〇年十二月三十一日人民幣對新台幣之即期匯率(分別為4.6605及4.8106)及民國一〇
一年及一〇〇年度平均匯率(分別為4.6868及4.5508)换算為新台幣表達。

董事長

廣華控股排取公司發其子公司 合併現登流量表 民國一〇一年及一〇 第開国日至十二月三十一日

單位:新台幣千元

		101年度	100年度
營業活動之現金流量:
合併總損益	${\mathbb S}$	316,761	581,297
調整項目:
折舊費用		196,382	137,436
攤銷費用		27,814	23,125
呆帳費用迴轉數		(10, 500)	(2,041)
備抵銷貨退回及銷貨折讓(迴轉)提列數		(727)	2,919
售後服務及保固準備迴轉數		(1, 427)	(14,940)
存貨跌價、呆滯報廢損失		44,897	13,530
權益法認列之投資(收益)損失		(16, 041)	2,635
處分及報廢固定資產利益		(2, 445)	(4,783)
營業資產及負債之淨變動:
營業資產之淨變動:
應收票據		5,980	(4, 941)
應收帳款		85,147	(385, 985)
存貨		(216, 194)	(13, 887)
預付貨款		(9, 136)	(35, 400)
其他流動資產		(37,067)	(22,950)
其他金融資產-流動		(18, 421)	(45,007)
遞延所得稅資產		(5, 879)	(9, 495)
營業負債之淨變動:
應付帳款		(31, 851)	334,909
應付所得稅		(117, 017)	34,058
應付費用		66,961	49,735
其他應付款項		(78, 769)	1,255
其他流動負債		38,766	(11, 332)
營業活動之淨現金流入		237,234	630,138

註:本公司及其子公司原以人民幣編製之合併財務報表,係以民國一〇一年及一〇〇年十二月三十一日人民幣對 新台幣之即期匯率(分別為4.6605及4.8106)及民國一〇一年及一〇〇年度平均匯率(分別為4.6868及4.5508)換 算為新台幣表達。

(請詳閱後附合併財務報表附註) 經理人: 計主管:

單位:新台幣千元

	101年度	100年度
投資活動之現金流量:
取得以成本衡量之金融資產	(14, 796)
購置固定資產	(900, 840)	(676, 274)
處分固定資產價款	26,874	28,473
購置無形資產	(711)	(6, 137)
其他金融資產增減	(101, 768)	(9,981)
其他資產增減	(119, 156)	(65, 984)
投資活動之淨現金流出	(1, 110, 397)	(729, 903)
融資活動之現金流量:
短期借款(減少)增加	(52, 293)	158,286
舉借長期借款	472,603	54,898
償還長期借款	(92, 451)	(43, 889)
其他金融負債	4,687
現金增資	632,677
少數股權變動	(2, 899)
融資活動之淨現金流入	962,324	169,295
匯率影響數	(37, 684)	102,885
本期現金淨(減少)增加數	51,477	172,415
期初現金餘額	1,296,153	1,123,738
期末現金餘額	1,347,630 S	1,296,153
現金流量資訊之補充揭露:
本期支付利息	14,202 s	5,398
本期支付所得税	217,525 S	155,810
不影響現金流量之投資及融資活動:
一年內到期之長期借款	171,660 S	53,044
購買固定資產支付現金數:
固定資產增加數	\$ 1,122,003	696,979
應付購買設備款增減	(221, 163)	(20, 705)
購買固定資產支付現金數	900,840 S	676,274

註:本公司及其子公司原以人民幣編製之合併財務報表,係以民國一〇一年及一〇〇年十二月三十一日人民幣對 新台幣之即期匯率(分別為4.6605及4.8106)及民國一〇一年及一〇〇年度平均匯率(分別為4.6868及4.5508)換 算為新台幣表達。

(請詳閱後附合併財務報表附註) 經理人: 會計主管:

附件四

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS

ߌ!!Ұ;!ဗٚཥᝳٚೌዻ೴Ҵ఑Ѕॼसჰྚ޻ !		2013.03.04 ဗٚཥ
ॼѼ߲!	ॼѼࡌ !	ᇜܫ!
Article 3 ౺Ζ఑ Meeting Notice and Meeting Materials ཥᝳ೦ތϮཥᝳ၎ਈ	Article 3 ౺Ζ఑ Meeting Notice and Meeting Materials ཥᝳ೦ތϮཥᝳ၎ਈ
The Board of Directors shall meet at least once quarterly. ဗٚཥ ۈ׹Զ϶ы໚΂Ԓǭ	The Board of Directors shall meet at least once quarterly. ဗٚཥ ۈ׹Զ϶ы໚΂Ԓǭ
The reasons for calling a Board of Directors meeting shall be notified to each director and supervisor (if there is any) at least seven days in advance. In emergency circumstances, however, a meeting may be called on a shorter notice. ဗٚཥχы໚ǫᓿၠܫы໚ٚҎǫܤ¨Љ ߲೦ތӑဗٚϮᅨჯΊ(Ӭԍ೒࿳)ǫ՗ၭԍ ᆐࡑ஺ٚ਋ǫபᒶ਋ы໚χǭ	The reasons for calling a Board of Directors meeting shall be notified to each director and supervisor (if there is any) at least seven days in advance. In emergency circumstances, however, a meeting may be called on a shorter notice. ဗٚཥχы໚ǫᓿၠܫы໚ٚҎǫܤ¨Љ ߲೦ތӑဗٚϮᅨჯΊ(Ӭԍ೒࿳)ǫ՗ၭԍ ᆐࡑ஺ٚ਋ǫபᒶ਋ы໚χǭ
	The notice set forth in the preceding paragraph may be effected by means of electronic transmission, after obtaining the prior consent of the recipients. ߲ໟы໚χ೦ތǫ࿭ࣣჰΊӌ༷ޚǫபЧ ႔ήЈӻࢸχǭ	ቑसݛ٠
All matters set out in subparagraphs of Article 11, paragraph 1, shall be specified in the notice of the reasons for calling a Board of Directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason. Ѹೌዻ౺Γ΂఑౺΂ໟӑ්χٚໟǫଟԍ พᆐࣸ ٚ஺ࡑ ౒ྴѼۿ Ҏѝǫᓿ ٚ໚ыܤ ҎτҿᖇǫσபЧᖆ਋୆ᝳඓзǭ!	All matters set out in subparagraphs of Article 11, paragraph 1, shall be specified in the notice of the reasons for calling a Board of Directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason. Ѹೌዻ౺Γ΂఑౺΂ໟӑ්χٚໟǫଟԍ พᆐࣸ ٚ஺ࡑ ౒ྴѼۿ Ҏѝǫᓿ ٚ໚ыܤ ҎτҿᖇǫσபЧᖆ਋୆ᝳඓзǭ!
The financial affairs department is designated by the Board of Directors as the meeting administrative office to handle the administrative matters of the Board meetings. ဗٚཥ ۊࡧχᒛ౒ᝳٚٚୄഹՆࢸૻୄǭ	The financial affairs department is designated by the Board of Directors as the meeting administrative office to handle the administrative matters of the Board meetings. ဗٚཥ ۊࡧχᒛ౒ᝳٚٚୄഹՆࢸૻୄ ǭ߇೴	ॼस೴߇ը
The meeting administrative office is responsible to draft agenda for the Board meeting and prepare sufficient meeting materials to be mailed with the meeting notice. …(behind leaves out) ᝳٚഹՆᓿᔌसဗٚཥᝳٚϚ৉ǫٗඓ٥ ـ୳χཥᝳ၎ਈǫܤы໚೦ތ ΂਋٪ஃ ଃǭ! *ౚࡌ(	The meeting administrative office is responsible to draft agenda for the Board meeting and prepare sufficient meeting materials to be mailed with the meeting notice. …(behind leaves out) ᝳٚഹՆᓿᔌसဗٚཥᝳٚϚ৉ǫٗඓ٥ бϠχཥᝳ၎ਈǫܤы໚೦ތ ΂਋٪ஃ ଃǭ! *ౚࡌ(	ҋᜆॼस

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS	HIROCA HOLDINGS LTD. 廣華控股有限公司
件:董事會議事規範部份條文修訂對照表 附		2013.03.04 董事會
Article 7	Article 7
第七條 Board Meeting Reference Materials, Guests to the Meeting and Convening the Board Meeting 董事會參考資料、列席人員與董事會召 開	第七條 Board Meeting Reference Materials, Guests to the Meeting and Convening the Board Meeting 董事會參考資料、列席人員與董事會召 開
Upon convening the Board meeting, the managerial department (or the meeting administrative office appointed by the Board) shall prepare relevant information readily available to Directors present at the Board meeting for reference. 召開董事會時,經理部門 (或董事會指定 之議事單位)應備妥相關資料供與會董事 隨時查考。	Upon convening the Board meeting, the managerial department (or the meeting administrative office appointed by the Board) shall prepare relevant information readily available to Directors present at the Board meeting for reference. 召開董事會時,經理部門 (或董事會指定 之議事單位)應備妥相關資料供與會董事 隨時查考。
Upon convening a Board meeting, managers of the relevant departments who are not Directors may be notified to attend a Board meeting as guest depending on the details of the meeting agenda. If necessary, accountants, lawyers or other professionals may be invited to attend a Board meeting as guest.	When holding a Board meeting, a company may, as necessary for the agenda items of the meeting, notify personnel of relevant departments or subsidiaries to attend the meeting as nonvoting participants. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend as nonvoting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.	依法修訂
召開董事會時,得視議案內容通知相關部 門非擔任董事之經理人員列席。必要時, 亦得邀請會計師、律師或其他專業人士列 席會議。 A Board meeting shall be called to order by	召開董事會時,得視議案內容通知相關部 門或子公司之人員列席。必要時,亦得邀 請會計師、律師或其他專業人士列席會議 及說明。但討論及表決時應離席。 A Board meeting shall be called to order by
the Chairman of the Board meeting when the scheduled meeting time has arrived and a majority of Directors are present at the Board meeting. 董事會主席於已屆開會時間並有過半數 之董事出席時,應即宣布開會。	the Chairman of the Board meeting when the scheduled meeting time has arrived and a majority of Directors are present at the Board meeting. 董事會主席於已屆開會時間並有過半數 之董事出席時,應即宣布開會。
If less than a majority of all Directors are present at the Board meeting when the scheduled meeting time has arrived, the Chairman may announce to postpone the meeting with the postponement not more	If less than a majority of all Directors are present at the Board meeting when the scheduled meeting time has arrived, the Chairman may announce to postpone the meeting with the postponement not more

than twice. If a quorum is not constituted

may reconvene the meeting in accordance

with the procedure under the Articles.

...(beind leaves out)

after the second postponement, the Chairman

已居開會時間,如全體董事有半數未出席

時,主席得宣布延後開會,其延後次數以

二次為限。延後二次仍不足額者,主席得

than twice. If a quorum is not constituted

may reconvene the meeting in accordance

$\frac{3 \text{ of the Rules } + \circ}{+ \circ}$

...(beind leaves out)

after the second postponement, the Chairman

with the procedure under Paragraph 2, Article

已居開會時間,如全體董事有半數未出席

時,主席得宣布延後開會,其延後次數以

二次為限。延後二次仍不足額者,主席得

用辭修訂

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS

ߌ!!Ұ;!ဗٚཥᝳٚೌዻ೴Ҵ఑Ѕॼसჰྚ޻ !		2013.03.04 ဗٚཥ
٠Ѹഌสೌۊχส־ॐཛྷы໚ǭ!	٠౺Ζ఑౺Ήໟೌۊχส־ॐཛྷы໚ǭ!
*ౚࡌ(	*ౚࡌ(
Article 11 ౺Γ΂఑ Matters that Must be Discussed at the Board Meeting ᓿ࿭ဗٚཥ૯ፌٚໟ	Article 11 ౺Γ΂఑ Matters that Must be Discussed at the Board Meeting ᓿ࿭ဗٚཥ૯ፌٚໟ
The following matters shall be brought to a Board meeting for discussion: Ηҿٚໟᓿඓဗٚཥ૯ፌDZ	The following matters shall be brought to a Board meeting for discussion: Ηҿٚໟᓿඓဗٚཥ૯ፌDZ
1. The Company's business plan; Ѹϝѐχᔳၥषดǭ	1. The Company's business plan; Ѹϝѐχᔳၥषดǭ
2. Annual financial report and biannual financial report; ӺࡂૻୄോւϮсӺࡂૻୄോւǭ	2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant. ӺࡂૻୄോւϮсӺࡂૻୄോւǭ՗с Ӻࡂૻୄോւ٠ݛЮೌۊ ࿭໡෻ཥष ৚ࢎਘᛔᛵޚǫσӞԓ॒ǭ	ॼसݛ٠
3. Internal control system established or amended in accordance with the Applicable Listing Rules; ٠ΙѨݛЮೌۊस ۿۊॼसχϚ೴ொ ǭࡂڂڂ	3. Internal control system established or amended in accordance with the Applicable Listing Rules; ٠ΙѨݛЮೌۊस ۿۊॼसχϚ೴ொ ǭࡂڂڂ
4. Procedure for handling important financial and business activities such as the acquisition or disposition of assets, derivative products transactions, lending of capital, endorsement for third party, provision of guarantee, established or amended in accordance with the Applicable Listing Rules; ٠ΙѨݛЮस ۿۊॼѼχڎபۿಷϠ ၎ౙǬ஬ٚळҊۻ୏ࠋңܧǬ၎߅ມᆭ ЫΊǬࢸЫΊऐਓۿඓ٥ߜᛵχॐάૻ ୄཧୄՀࢸχಷ౒ส־ǭ	4. Procedure for handling important financial and business activities such as the acquisition or disposition of assets, derivative products transactions, lending of capital, endorsement for third party, provision of guarantee, established or amended in accordance with the Applicable Listing Rules; ٠ΙѨݛЮस ۿۊॼѼχڎபۿಷϠ ၎ౙǬ஬ٚळҊۻ୏ࠋңܧǬ၎߅ມᆭ ЫΊǬࢸЫΊऐਓۿඓ٥ߜᛵχॐάૻ ୄཧୄՀࢸχಷ౒ส־ǭ
5. Offering, issue or private placement of securities of the nature of equity; ໼໚ ǬพՀ ۇٴ໼ئۿ ۻ៵ޟԍ χԍሴ፝ ǭٽᛵ	5. Offering, issue or private placement of securities of the nature of equity; ໼໚ ǬพՀ ۇٴ໼ئۿ ۻ៵ޟԍ χԍሴ፝ ǭٽᛵ
6. Appointment and/or dismissal of a financial, accounting or internal audit officers; and ૻୄǬཥषۿϚ೴ዴਘУᅼχұդǭ	6. Appointment and/or dismissal of a financial, accounting or internal audit officers; and ૻୄǬཥषۿϚ೴ዴਘУᅼχұդǭ
	7. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster	ቑसݛ٠

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS

ߌ!!Ұ;!ဗٚཥᝳٚೌዻ೴Ҵ఑Ѕॼसჰྚ޻ !		2013.03.04 ဗٚཥ
	relief for a major natural disaster may be submitted to the next Board meeting for retroactive recognition. ჰ Ίχߦ᜙ ۿ᛻৿ ߦ᜙ߑჰ Ίχॐά ৿᛻ǭ՗әॐάϱ෼ؗৄ ࡑࢸ܃᜛௨ծ χϝੲۻ ᛻৿፝ǫபඓΗԒဗٚཥଊ ᇘǭ
7. Matters to be resolved at general meetings or by the Board meeting in accordance with the Applicable Listing Rules, Law or the Articles, or any such significant matters as may be prescribed by the Commission. ΙѨ٠ ЮǬݛ ۿࡊݛ ೌѸഌส ޟᓿҎۊ ܶཥ؃ᝳۿဗٚཥ؃ᝳٚໟۿУᅼᐉ ᜙ೌۊχॐάٚໟǭ	8. Matters to be resolved at general meetings or by the Board meeting in accordance with the Applicable Listing Rules, Law or the Articles, or any such significant matters as may be prescribed by the Commission. ΙѨ٠ ЮǬݛ ۿࡊݛ ೌѸഌส ޟᓿҎۊ ܶཥ؃ᝳۿဗٚཥ؃ᝳٚໟۿУᅼᐉ ᜙ೌۊχॐάٚໟǭ
	The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year (For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in this paragraph shall be calculated instead as 2.5 percent of shareholder equity. ߲ ්¨౺ໟ ߦ᜙ᅷ܃ ٽᛵࡧΊ ૻพՀΊ ୄോւጊᇐྎ ܃ߵೌዻχ᜙ߦΊǰ܃ᅷჰ ߦ᜙ߑ Ίχॐά ǫ৿᛻ ৿ิ׹ࡧ ۿᚇ߅᛻ ΂ӺϚಌᐿჰӌ΂ჰດ৿᛻߅ᚇၩཛྷᆬ ჵ΂ሰϘЧΙǫۿၩട޿Ӻࡂ࿭ཥष৚ᛔ ᛵχૻୄോւᔳཧԆΌ఺ᚇԤϠχ΂ۿ ძԆ၎ѸᚇԤϠχύЧΙޚǭȇѝ୦ϝѐ ౲෻ॖޟ ׹ۿᚇ ߑᚇॖޟ ឝཛྷᆬჵΓϘ ޚǫѸໟԍ᜙ძԆ၎ѸᚇԤϠχύχ߅ ᚇǫЧޟܶ៵ੲԤϠχΉᗱύषᆀχǭ The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current Board meeting is convened. Amounts already submitted to and	ቑसݛ٠ ቑसݛ٠
	passed by a resolution of the board are exempted from inclusion in the calculation. ߲ໟ܃ᅷ΂ӺϚߦЧѸԒဗٚཥы້Љ නࢸ୮ྎǫ۪߲ଊྀ௙ᆀ΂Ӻǫιඓဗٚ

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS
ߌ!!Ұ;!ဗٚཥᝳٚೌዻ೴Ҵ఑Ѕॼसჰྚ޻ !		2013.03.04 ဗٚཥ
(behind leaves out) (ౚࡌ)	ཥ؃ᝳ೦ၯ೴ϠդҽषΌǭ (behind leaves out) (ౚࡌ)
Article 12 ౺ΓΉ఑ Voting (1) (1)؃޻	Article 12 ౺ΓΉ఑ Voting (1) (1)؃޻
…(front leaves out) For purpose of the preceding two paragraphs, all Directors present at the meeting do not include Directors who may not exercise their	…(front leaves out) For purpose of the first paragraph, all Directors present at the meeting do not include Directors who may not exercise their	ҋᜆॼस

voting rights in accordance with the provisions under Article 14 of the Rules. …(behind leaves out) …(߲ౚ) ߲Ήໟ܃ᅷзဗٚһᡆσм٠౺Γ ћೌۊσபՀ٣៵χဗٚǭ! !*ౚࡌ(... Article 14 ౺Γћ Director's Avoidance of Conflict of Interest ဗٚχժੲଈᗀࡂڂ To the extent required by Applicable Listing Rules, a Director may not participate in the discussion or vote in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company; provided, however, that such Director may express his or her opinion and respond to inquiries. Such Director shall excuse him or herself during discussion and voting and may not exercise voting rights on behalf of other Directors. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting. ӬΙѨݛЮԍ܃वǫဗٚჰܤဗٚཥχ ۿχඓਙࠟँۿࠟँܤ॒σǫмໟٚ ৄժفǫԍԵܧՀχңີѸϝѐᔌۿᝳڇ ϝѐժܤৄगԍ*໋ۿދፌ)ߦ ੲχရǫσபкΌۿ୍ᆭ૯ፌǫ பംु༷طϮื၃ǫС૯ፌϮᓿω ଈᗀǫٗσபЭيٴЫဗٚՀ٣يٴ ៵ǭဗٚၫϯ߲ुೌۊᑺԵۿҎЭΊՀ voting rights in accordance with the provisions under Article 14 of the Rules. …(behind leaves out) …(߲ౚ) ౺ໟ܃ᅷзဗٚһᡆσм٠౺Γ ћೌۊσபՀ٣៵χဗٚǭ! !*ౚࡌ(... Article 14 ౺Γћ Director's Avoidance of Conflict of Interest ဗٚχժੲଈᗀࡂڂ If a Director directly or indirectly becomes an interested party with respect to any agenda item (including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company), the Director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the Director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. ӬΙѨݛЮԍ܃वǫဗٚჰܤဗٚཥχ ۿχඓਙࠟँۿࠟँܤ॒σǫмໟٚ ৄժفǫԍԵܧՀχңີѸϝѐᔌۿᝳڇ ٚԒဗྴܤǫᓿޚ*໋ۿދፌ)ߦ ཥᇜيٴܫժৄߦχॐवϚǫӬԍৄܤ ϝѐժੲχရǫσபкΌۿ୍ᆭ૯ ፌǫС૯ፌϮᓿωଈᗀǫٗσபЭ يٴЫဗٚՀ٣يٴ៵ǭဗٚၫϯ߲ु ҋᜆॼस ॼसݛ٠

ೌۊᑺԵۿҎЭΊՀ٣χ៵ǫѸϝ ѐᓿσωषᆀǫ့ဗٚϔᓿषΌ့Ԓཥ

٣χ៵ǫѸϝѐᓿσωषᆀǫ့ဗ

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS ߌ!!Ұ;!ဗٚཥᝳٚೌዻ೴Ҵ఑Ѕॼसჰྚ޻ !		2013.03.04 ဗٚཥ
ٚϔᓿषΌ့Ԓཥᝳχ ۊݛз৙ኞǭ!	ᝳχ ۊݛз৙ኞǭ!
Article 15	Article 15
౺Γύ఑	౺Γύ఑
Meeting Minutes and Signature	Meeting Minutes and Signature
ཥᝳ૭ᒬϮᛔ࿶ٚໟ	ཥᝳ૭ᒬϮᛔ࿶ٚໟ
…(front leaves out)	…(front leaves out)
7. Matters for discussion: How a proposal	7. Matters for discussion: the method of
is resolved and the result; summary of	resolution and the result for each	ॼसݛ٠
statement by Director, Supervisor (if	proposal; a summary of the comments
there is any), expert and other persons;	made by Directors, supervisors (if any),
objections and/or reservations with	experts, or other persons; the name of any
record or written statement; and written opinion issued by Independent Director	Director that is an interested party as referred to in the preceding article, an
in accordance with the provisions under	explanation of the important aspects of the
Paragraph 2, Article 11 of the Rules;	relationship of interest, the reasons why
	the Director was required or not required
	to enter recusal, and the status of their
	recusal; opinions expressing objections or
	reservations at the meeting that were
	included in records or stated in writing; and any opinion issued in writing by an
	Independent Director under Article 11,
	paragraph 4 of these Rules.
૯ፌٚໟDZӑᝳਙχ؃ᝳЈݛᆭ฿ܷǬ	૯ፌٚໟDZӑᝳਙχ؃ᝳЈݛᆭ฿ܷǬ
ဗٚǬᅨჯΊ(Ӭԍ೒࿳)Ǭஈ৅ϮيٴЫ	ဗٚǬᅨჯΊ(Ӭԍ೒࿳)Ǭஈ৅ϮيٴЫ
عΊঠพ ᄋवǬϯჰ ༷੥ߜۿ ࣾСԍط	ΊঠพعᄋवǬ٠߲఑ೌۊੂϮժৄ᜙
ᒬۿਓॖᕹܫᄛᐨҜဗٚ٠౺Γ΂఑	ߦχဗٚۀӓǬժৄ᜙ߦॐवϚ৉χᇜ
౺Ήໟೌۊзۇٴχਓॖ༷طǭ	ܫǬيٴᓿଈᗀۿσଈᗀ౒ҎǬଈᗀ஺ ׅǬϯჰ ߜۿ੥༷طСԍࣾᒬۿਓॖᕹ
	ܫϮᐨҜဗٚ٠౺Γ΂఑౺ћໟೌۊ
	зۇٴχਓॖ༷طǭ
8. Extempore Motion: Name of the person	8. Extraordinary motions: the name of the
submitting a proposal; how a proposal is resolved and the result; summary of	mover; the method of resolution and the result for each motion; a summary of the	ॼसݛ٠
statement by Director, Supervisor (if	comments made by Directors,
there is any), expert and other persons;	supervisors (if any), experts, or other
objections and/or reservations with	persons; the name of any Director that is
record or written statement; and	an interested party as referred to in the
…(behind leaves out)	preceding article, an explanation of the
	important aspects of the relationship of
	interest, the reasons why the Director
	was required or not required to enter recusal, and the status of their recusal;
	opinions expressing objections or
	reservations at the meeting that were
	included in records or stated in writing.
	…(behind leaves out)
ᖆ਋୆ᝳDZඓਙΊۀӓǬᝳਙχ؃ᝳЈ	ᖆ਋୆ᝳDZඓਙΊۀӓǬᝳਙχ؃ᝳЈ
ݛᆭ฿ܷǬဗٚǬᅨჯΊ(Ӭԍ೒࿳ȈǬ	ݛᆭ฿ܷǬဗٚǬᅨჯΊ(Ӭԍ೒࿳ȈǬ
ஈ৅ϮيٴЫΊঠพعᄋवǬϯჰ ߜۿ੥	ஈ৅ϮيٴЫΊঠพعᄋवǬ٠߲఑ೌۊ
༷طСԍࣾᒬۿਓॖᕹܫǭ !*ౚࡌ(	ੂϮժৄ᜙ߦχဗٚۀӓǬժৄ᜙ߦॐ वϚ৉χᇜܫǬيٴᓿଈᗀۿσଈᗀ౒
	ҎǬଈᗀ ஺ Ϯϯჰׅ ༷੥ߜۿ ࣾСԍط
	ᒬۿਓॖᕹܫǭ

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for PROCEDURAL RULES OF BOARD MEETINGS ߌ!!Ұ;!ဗٚཥᝳٚೌዻ೴Ҵ఑Ѕॼसჰྚ޻ !		2013.03.04 ဗٚཥ
Article 16 ౺Γϛ఑ Guidelines for Authorization by the Board of Directors ဗٚཥχ௛៵঑ߵ	!*ౚࡌ( Article 16 ౺Γϛ఑ Guidelines for Authorization by the Board of Directors ဗٚཥχ௛៵঑ߵ
According to the Applicable Listing Rules and the Articles, the Board of Directors authorizes the Chairman to exercise the powers and authorities on behalf of the Board during the recess of the Board. Unless otherwise required to be resolved at the Board meeting under the Applicable Listing Rules and the Articles, the Chairman is authorized to handle the following matters: …(behind leaves out) ဗٚཥ٠ΙѨݛЮϮѸഌสೌۊǫ௛៵ဗ ٚ߆Ӟဗٚཥҭཥන໋Հ٣ဗٚཥᙄ៵ ਋ǫଟ٠ΙѨݛЮϮѸഌสೌۊᓿҎဗٚ ཥ؃ᝳχٚໟѝǫيٴ ៵௛Ϛ৉ۿٚໟӬ ΗDZ! !*ౚࡌ(	According to the Applicable Listing Rules and the Articles, the Board of Directors authorizes the Chairman to exercise the powers and authorities on behalf of the Board during the recess of the Board. Unless otherwise required to be resolved at the Board meeting under the Applicable Listing Rules and these Rules, the Chairman is authorized to handle the following matters: …(behind leaves out) ဗٚཥ٠ΙѨݛЮϮѸഌสೌۊǫ௛៵ဗ ٚ߆Ӟဗٚཥҭཥන໋Հ٣ဗٚཥᙄ៵ ਋ǫଟ٠ΙѨݛЮϮѸೌዻೌۊᓿҎဗٚ ཥ؃ᝳχٚໟѝǫيٴ ៵௛Ϛ৉ۿٚໟӬ ΗDZ! !*ౚࡌ(	ҋᜆॼस
Article 17 ౺Γ΅఑ Supplementary Provisions ߵߌ	Article 17 ౺Γ΅఑ Supplementary Provisions ߵߌ
Establishment to the Rules shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution at a general meeting. The amendment to the Rules shall be subject to approval of the Board of Directors, which shall be further reported in a general meeting. Ѹೌዻχसۊᓿ࿭ဗٚཥӌ༷ǫٗ࿭ޟܶ ཥЧඦ೦؃ᝳ೦ၯǭѸೌዻχॼसᓿ࿭Ѹ ϝѐဗٚཥ؃ᝳ೦ၯǫٗ ޟܤܶཥτോ ւǭ	These Rules of Procedure shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules. Ѹೌዻχसۊᓿ࿭ဗٚཥӌ༷ǫٗඓޟܶ ཥോւǭѹ٧ӬԍॼѼப௛៵ဗٚཥ؃ᝳ χǭ

Article 1 Purpose ҕވ

౺

To develop a desirable governance system, perfect the supervision functions, and strengthen the management mechanism of the Company's Board of Directors, the Rules are established in accordance with the Applicable Listing Rules for compliance.

ࡃࢸҜѸϝѐسӪဗٚཥݦࡂڂǬଳһᅨ࿅лિϮϦᅼᐉિǫࣀ٠ΙѨ ݛЮसۊѸೌዻǫЧ၎ᒜ൲ǭ

Unless otherwise defined in the Rules, any capital letters as used in the Rules shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter "Articles").

ଟѸೌዻѓԍۊѝǫѸೌዻ܃٣ҋұՍथЅӮय़άቡχຉ༳ǫيٴ༷ᓿᆭѸ ϝѐϝѐഌส(мيٴᒶॼۿצೆڎЭχݷѸǰΗᅷȟѸഌสȠ)τχۊࣣ ӌǭ

Article 2 Applicable Scope ፵ҋዻ

౺Ή

The Board meeting procedures, main agenda, procedure, particulars to be specified in the minutes of proceedings of meeting, public notice, and other matters for compliance shall be handled in accordance with the requirements of the Rules. ဗٚཥχᝳٚೌዻǫيٴУवᝳٚϚǬՙཧส־ǬᝳٚᒬᓿၠܫٚໟǬϝւϮ يٴЫᓿᒜ൲ٚໟǫᓿ٠Ѹೌዻχೌۊᒛǭ

Article 3 Meeting Notice and Meeting Materials ཥᝳ೦ތϮཥᝳ၎ਈ

౺Ζ

The Board of Directors shall meet at least once quarterly. ဗٚཥۈԶ϶ыԒǭ!

The reasons for calling a Board of Directors meeting shall be notified to each director and supervisor (if there is any) at least seven days in advance. In emergency circumstances, however, a meeting may be called on a shorter notice. ဗٚཥχыǫᓿၠܫыٚҎǫܤ¨Љ߲೦ތӑဗٚϮᅨჯΊ(Ӭԍ)ǫ ၭԍᆐࡑٚǫபᒶыχǭ

All matters set out in subparagraphs of Article 11, paragraph 1, shall be specified in the notice of the reasons for calling a Board of Directors meeting; none of them may be raised by an extraordinary motion except in the case of an emergency or legitimate reason.

Ѹೌዻ౺Γ౺ໟӑ්χٚໟǫଟԍࣸพᆐࡑٚۿѼྴҎѝǫᓿܤы ٚҎτҿᖇǫσபЧᖆᝳඓзǭ!

The financial affairs department is designated by the Board of Directors as the meeting administrative office to handle the administrative matters of the Board meetings.

ဗٚཥۊࡧχᒛᝳٚٚୄഹՆࢸૻୄǭ

The meeting administrative office is responsible to draft agenda for the Board meeting and prepare sufficient meeting materials to be mailed with the meeting notice.

ᝳٚഹՆᓿᔌसဗٚཥᝳٚϚǫٗඓ٥ـ୳χཥᝳ၎ਈǫܤы೦ތ٪ ஃଃǭ

Where a Director finds the meeting materials insufficient, he or she may ask the meeting administrative office to provide additional information. If a Director believes the agenda information is incomplete, discussion of the matters may be postponed upon approval of the Board of Directors.

ဗٚӬᇘࢸཥᝳ၎ਈσбϠǫபӒᝳٚٚୄഹՆፅိـǭဗٚӬᇘࢸᝳਙ၎ ਈσбـǫபဗٚཥᝳۦࡌනበᝳχǭ

Article 4 ౺ћ Preparation of Signature Book and Other Documents and Director's Attendance by Proxy ᛔӓᛒาЅҰങϮဗٚχڸз

When the Board meeting is convened, a signature book shall be available to record the signature of the Directors present at the Board meeting for reference. ы້ဗٚཥǫᓿᛔӓᛒ٥зဗٚᛔڀǫЧ٥Ԭǭ

A Director shall attend a Board meeting in person. If he or she is unable to attend the Board meeting in person, he or she may attend the Board meeting via videoconferencing or appoint another Director to attend the Board meeting as his or her proxy in accordance with Article 87 of the Articles. Attendance via videoconference is deemed as attendance in person.

ဗٚᓿᑺԵзဗٚཥǫӬσિᑺԵзǫபҋۿ٠Ѹഌส౺ 87 ೌ ڸۊيٴЫဗٚЭзǰӬЧ୍ᆭཥᝳޚǫࢸᑺԵзǭ

A Director appointing another Director to attend a Board meeting as his or her proxy shall issue a proxy every time such proxy is to be used or first used, prior to the commencement of the Board meeting, valid only for the appointment, describing the authorization granted to the proxy agent regarding the reason for convening the Board meeting.

ဗٚڸيٴЫဗٚЭзဗٚཥǫᓿܤԒႚष٣ҋۿय़Ԓ٣ҋЭΊχ ཥᝳ້ڿ߲зڸۇٴਓǫٗҿᖇыٚҎχ៵ዻǭ

A proxy as described in the preceding two paragraphs may act as the agent for one

person only. ߲ΉໟЭΊǫЧڐΊχڸࢸ॒ǭ

Article 5 ౺ύ Guidelines for Time and Place of a Board Meeting ဗٚཥ້ཥӝᗱϮ໋χ ߵ

The time and place of the Board meeting to be convened shall be convenient for Directors' attendance and shall be an opportune time and place for holding a Board meeting.

ဗٚཥы້χӝᗱᆭ໋ǫᓿܤߘܤဗٚзС፵Ӕဗٚཥы້χӝᗱϮ໋ χǭࢸ

Article 6 Chairman of Board Meetings and Agent ဗٚ߆ϮЭΊ

౺ϛ

Except as otherwise provided in the Articles, the Board meeting shall be convened by the Chairman who shall act as chairman of Board meetings. However, the first Board meeting of a new term shall be convened by the Director who has received the ballots representing most voting rights at a general meeting with the Director with power to convene the Board meeting to act as chairman of the Board meeting. In case there are two Directors having the power to convene such Board meeting, the chairman of the Board meeting shall be elected from among the two Directors by themselves.

ଟѸഌสѓԍೌۊѝǫဗٚཥᓿҎဗٚ߆ыٗᏳұУǭے౺Ԓဗٚ ཥǫҎޟܶཥ܃பᒞЭᒞᖇ៵ടӤχဗٚыǫཥᝳУҎ့ы៵ΊᏳ ұχǫы៵ΊԍΉΊЧΙǫᓿόΊᏳұχǭ

In case the Chairman is unable to exercise his or her duties during his or her absence or for cause, the vice Chairman shall act as his or her agent. In the absence of the vice Chairman or if the vice Chairman is unable to exercise his or her duties during his or her absence or for cause, the Chairman shall appoint a managing director to act as his or her agent. If the Company has no managing Directors, a Director shall be appointed as agent. In the absence of such appointment, the agent shall be elected from among the managing Directors or Directors by themselves.

ဗٚ߆ፅମۿәσિՀ٣ᙄ៵ǫҎୂဗٚ߆Эχǫୂဗٚۿ߆ୂဗٚ ߆ҤፅମۿәσિՀ٣ᙄ៵ǫҎဗٚۊࡧ߆ୄဗٚΊЭχǰيٴѹ ୄဗٚޚǫۊࡧဗٚΊЭχǫဗٚ߆ѹۊࡧЭΊޚǫҎୄဗٚۿဗ ٚόΊЭχǭ

Article 7 ౺΅ Board Meeting Reference Materials, Guests to the Meeting and Convening the Board Meeting ဗٚཥ୍Ԭ၎ਈǬҿΊঠᆭဗٚཥы້

Upon convening the Board meeting, the managerial department (or the meeting

administrative office appointed by the Board) shall prepare relevant information readily available to Directors present at the Board meeting for reference. ы້ဗٚཥǫ߇ȇۿဗٚཥۊࡧχᝳٚഹՆȈᓿങࣣ֫၎ਈ٥ᆭཥ ဗٚᒶԬǭ

Upon convening a Board meeting, managers of the relevant departments who are not Directors may be notified to attend a Board meeting as guest depending on the details of the meeting agenda. If necessary, accountants, lawyers or other professionals may be invited to attend a Board meeting as guest.

ы້ဗٚཥǫபᝳਙϚ೦ࣣތߑ߇ᏳұဗٚχΊঠҿǭѯव ǫҤபᗅፅཥषǬࡊيٴۿЫஈཧΊΪҿཥᝳǭ

A Board meeting shall be called to order by the Chairman of the Board meeting when the scheduled meeting time has arrived and a majority of Directors are present at the Board meeting.

ဗٚཥУܤιے້ཥ໋ٗԍၯсኞχဗٚзǫᓿղ࠰ѩ້ཥǭ

If less than a majority of all Directors are present at the Board meeting when the scheduled meeting time has arrived, the Chairman may announce to postpone the meeting with the postponement not more than twice. If a quorum is not constituted after the second postponement, the Chairman may reconvene the meeting in accordance with the procedure under the Articles.

ιے້ཥ໋ǫӬһᡆဗٚԍсኞѹзǫУப࠰ѩࡌۦ້ཥǫࡌۦيٴԒ ኞЧΉԒࢸ॒ǭࡌۦΉԒϔσـᚇޚǫУப٠Ѹഌสೌۊχส־ॐཛྷыǭ

For purpose of the preceding paragraph and Subparagraph 2, Paragraph 2, Article 15 of the Rules, all Directors shall refer to the incumbent Directors at that time. ߲ໟϮ౺Γύ౺Ήໟ౺Ή්܃ᅷһᡆဗٚǫЧძሕӞұޚषᆀχǭ

Article 8 ౺ Audio Recording or Videotaping of the Board Meeting as Evidence ဗٚཥ້ ཥၯสᒬग़ۿᒬተχӯᛵ

Any and all of Board meetings shall be audio recorded or videotaped from beginning to adjournment of the meeting as evidence and the files shall be kept for at least five years. The files may be stored in the electronic form. ဗٚཥχ້ཥၯสᓿһสᒬग़ۿᒬተӯᛵǫٗԶ϶ߜӯύӺǫߜيٴӯபЧ႔ή

Јӻࢸχǭ

If a litigation relating to a resolution of Board meetings commences before the end of the period in which the evidence shall be kept in the preceding paragraph, the relevant audio recorded or videotaped evidence shall continually be kept until the conclusion of the litigation.

߲ໟߜӯන॒ѹےᄿ߲ǫพҊܤဗٚཥࣣᝳٚໟχຐǫࣣᒬग़ۿ ᒬተӯᛵ၎ਈᓿឲωߜӯԶຐ฿Ўǭ

For a meeting convened via videoconferencing, the audio recorded and videotaped information shall be part of the proceedings of minutes of the Board meeting and be properly kept during existence of the Company.

Чཥᝳы້ޚǫيٴተग़၎ਈࢸཥᝳࣾᒬχϠǫᓿܤѸϝѐӯឲන ӯǭߜ๊໋֫

Article 9 Meeting Agenda ᝳٚϚ

౺·

The agenda for the regular Board meetings shall include the following matters for the least:

ۊනۻဗٚཥχᝳٚϚǫԶ϶мΗҿӑٚໟDZ

• 1. Matters to be reported: ോւٚໟDZ
• (1) Minutes of proceedings of former meeting and status of implementation;
• (2) Important financial and business reports;
• (3) Internal audit reports; and
• (4) Other important reports.

(1)߲ԒཥᝳࣾᒬϮୱՀׅǭ (2)ॐवૻୄཧୄോւǭ (3)Ϛዴਘཧୄോւǭ (4)يٴЫॐवോւٚໟǭ

• 1. Matters for discussion: ૯ፌٚໟDZ
• (1) Matters reserved for further discussion from former meeting; and
• (2) Matters to be discussed during the meeting.
• (1) ߲Ԓཥᝳߜχ૯ፌٚໟǭ
• (2) ѸԒཥᝳႚۊ૯ፌٚໟǭ
• 1. Extempore Motion. ᖆᝳǭ

Article 10 Proposal Discussion ᝳਙ૯ፌ

౺Γ

Board meetings shall be conducted in accordance with the procedure of the meeting as scheduled in the meeting notice, which may be subject to change upon consent of a majority of the Directors present at the Board meeting. ဗٚཥᓿ٠ཥᝳ೦܃ތۊχᝳٚส־ີՀǭзဗٚၯсኞӌ༷ޚǫப ᠹתχǭ

The Chairman may not declare adjournment without the consent of a majority of the Directors present at the meeting. ߑзဗٚၯсኞӌ༷ޚǫУσப೬Հ࠰ѩජཥǭ

During a Board meeting, if the Directors present in the meeting do not exceed half of the Directors attendance at the meeting, upon motion filed by the Directors present in the meeting, the Chairman shall declare suspension of the meeting and the provisions under Paragraph 3, Article 7 of the Rules may apply mutatis mutandis.

ဗٚཥᝳٚີՀτǫठӞဗٚѹၩзဗٚၯсኞޚǫӞဗٚඓᝳǫУ ᓿ࠰ѩአଭ້ཥǫٗྎҋ౺΅౺Ζໟೌۊǭ

Article 11 ౺Γ Matters that Must be Discussed at the Board Meeting ᓿဗٚཥ૯ፌٚໟ

The following matters shall be brought to a Board meeting for discussion: Ηҿٚໟᓿඓဗٚཥ૯ፌDZ

• 1. The Company's business plan; Ѹϝѐχᔳၥषดǭ
• 1. Annual financial report and biannual financial report; ӺࡂૻୄോւϮсӺࡂૻୄോւǭ
• 1. Internal control system established or amended in accordance with the Applicable Listing Rules; ٠ΙѨݛЮೌۊसۿۊॼसχϚொࡂڂڂǭ
• 1. Procedure for handling important financial and business activities such as the acquisition or disposition of assets, derivative products transactions, lending of capital, endorsement for third party, provision of guarantee, established or amended in accordance with the Applicable Listing Rules; ߅Ǭ၎ܧңࠋۻळҊٚಷϠ၎ౙǬۿபڎॼѼχۿۊЮसݛΙѨ٠ ມᆭЫΊǬࢸЫΊऐਓۿඓ٥ߜᛵχॐάૻୄཧୄՀࢸχಷส־ǭ
• 1. Offering, issue or private placement of securities of the nature of equity; ǭٽᛵχԍሴ፝ۻ៵ޟԍۇٴئۿǬพՀ
• 1. Appointment and/or dismissal of a financial, accounting or internal audit officers; and ૻୄǬཥषۿϚዴਘУᅼχұդǭ
• 1. Matters to be resolved at general meetings or by the Board meeting in accordance with the Applicable Listing Rules, Law or the Articles, or any such significant matters as may be prescribed by the Commission.

٠ΙѨݛЮǬۿࡊݛѸഌสೌۊᓿҎޟܶཥᝳۿဗٚཥᝳٚໟۿУ ᅼᐉೌۊχॐάٚໟǭ

For matters to be resolved by the Board meeting under the Applicable Listing Rules, Independent Directors shall attend a Board meeting in person or appoint another Independent Director to attend the Board meeting on his or her behalf and may not appoint an agent who is not an Independent Director as his or her agent. Any objection or reservation that an Independent Director may have shall be specified in the minutes of proceedings of the Board meeting. If an Independent Director wishing to express his or her objection or reservation is unable to attend the Board meeting in person, he or she shall issue a written opinion beforehand and such objection or reservation shall be specified in the minutes of proceedings of the Board meeting, unless there is good cause.

ᐨҜဗٚჰܤΙѨݛЮೌۊᓿဗٚཥᝳٚໟǫᓿᑺԵзڸۿҎيٴЫᐨҜ ဗٚЭзǫσபڸҎߑᐨҜဗٚЭǭᐨҜဗٚӬԍϯჰߜۿ༷طǫ ᓿܤဗٚཥᝳٚᒬၠܫǰӬᐨҜဗٚσિᑺԵзဗٚཥၩϯჰߜۿ༷ ޚطǫଟԍѼྴҎѝǫᓿٚҺзۇٴਓॖ༷طǫٗၠܤܫဗٚཥᝳٚᒬǭ

Article 12 (1) (1) Voting

౺ΓΉ

The Chairman may declare end of discussion of a proposal in the agenda and have the proposal voted on if he or she deems the proposal in discussion is ready for a vote. A proposal being put to vote at a Board meeting shall be deemed approved in the absence of objection voiced by the attending Directors upon consultation by the chairman and effective as if approved by a vote; such proposal shall immediately be put to vote if objection is voiced upon consultation by the chairman.

Уჰܤᝳਙχ૯ፌǫᇘࢸιၩшШχสࡂǫப࠰ѩଭЎ૯ፌǫඓШ ǭဗٚཥᝳਙǫУቲ၃зဗٚᝳޚǫࢸ೦ၯǫيٴਆΑᆭ ೦ၯӌǭӬУቲ၃ԭԍᝳޚǫᓿղШǭ

Votes shall be cast for the proposal in the agenda of the Board meeting. ᓿൠဗٚཥᝳਙϚ܃ၠχٚҎࢸχǭ

For purpose of the preceding two paragraphs, all Directors present at the meeting do not include Directors who may not exercise their voting rights in accordance with the provisions under Article 14 of the Rules. ߲Ήໟ܃ᅷзဗٚһᡆσм٠౺ΓћೌۊσபՀ٣៵χဗٚǭ

Votes may be cast in one of the following manners as determined by the Chairman; provided, however, that when a person present at the meeting files an objection, the decision shall be made according to majority votes:

ЈӻҎУൠΗҿӑ්ೌۊᏮՀχǫзޚԍᝳǫᓿቲӤኞχ χDZۊط༷

1. Vote by show of hands or by voting system;

2. 1. Roll-call vote;
3. 1. Vote by ballots; or
4. 1. Any other voting method as determined by the Company.
5. ǭᏋעۿᖇЂ 1.
6. 1. ୗӓǭ
7. ǭע 3.
8. ǭЫѸϝѐԵՀᒞҋχيٴ 4.

Article 13 ౺ΓΖ Vote (2) and Scrutinizing Ballots and How Ballots are Counted )2(Ϯᅨ ϮषЈӻ

Unless otherwise provided for under the Applicable Listing Rules or the Articles, a proposal to be resolved at the Board meeting shall be approved by consent of a majority of the Directors present at the meeting attended by a majority of all Directors.

ဗٚཥᝳਙχᝳǫଟΙѨݛЮۿѸഌสѓԍೌۊѝǫᓿԍၯсኞဗٚχз ǫзဗٚၯсኞχӌ༷Հχǭ

In case of an amendment or substitute to a proposal and to the extent that is permissible under the Applicable Listing Rules or Law, the Chairman shall decide on the order of vote by combining the amendment or substitute with the same proposal. However, if one of the proposals has been approved, the others shall be deemed overruled and no further vote is required.

ӌᝳਙԍॼѼਙۿධЭਙǫܤΙѨݛЮшχዻϚǫҎУ٪ӌਙۊ يٴχ־ǭӬيٴτਙιᔾ೦ၯǫيٴЫᝳਙղࢸոǫҽՀ ǭ

If certain persons shall be designated to scrutinize balloting and count ballots for voting on proposals, these persons shall be appointed by the Chairman. The persons responsible for scrutinizing balloting shall be Directors.

ᝳਙχӬԍᅨϮषΊঠχѯवޚǫҎУۊࡧχǫᅨΊঠᓿ Ϡǭفٚဗۇٴ

Results of the votes shall be announced on the spot and recorded. χ฿ܷǫᓿྴൈോւǫٗԂࣾᒬǭ

Article 14 ౺Γћ Director's Avoidance of Conflict of Interest ဗٚχժੲଈᗀࡂڂ

To the extent required by Applicable Listing Rules, a Director may not participate in the discussion or vote in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company;

provided, however, that such Director may express his or her opinion and respond to inquiries. Such Director shall excuse him or herself during discussion and voting and may not exercise voting rights on behalf of other Directors. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

ӬΙѨݛЮԍ܃वǫဗٚჰܤဗٚཥχٚໟǫмσ॒ܤࠟँۿࠟँχඓ ܤৄगԍ)໋ۿދፌ(ߦৄժفǫԍԵܧՀχңີѸϝѐᔌۿᝳڇۿਙ ϝѐժੲχရǫσபкΌۿ୍ᆭ૯ፌǫபംु༷طϮื၃ǫС૯ፌϮ ᓿωଈᗀǫٗσபЭيٴЫဗٚՀ٣يٴ៵ǭဗٚၫϯ߲ुೌۊᑺԵ ۿҎЭΊՀ٣χ៵ǫѸϝѐᓿσωषᆀǫ့ဗٚϔᓿषΌ့Ԓཥᝳχ ۊݛзኞǭ

Article 15 Meeting Minutes and Signature ཥᝳ૭ᒬϮᛔٚໟ

౺Γύ

Proceedings of Board meetings shall be recorded in the meeting minutes, which shall specify the following matter in detail: ဗٚཥχᝳٚǫᓿՙԂᝳٚᒬǫᝳٚᒬᓿးძ૭ၠΗҿٚໟDZ

• 1. Term (or year) of the meeting, and time and place; ཥᝳےԒ(ۿӺԒ)Ϯ໋ӝᗱǭ
• 1. Name of Chairman; Уχۀӓǭ
• 1. Attendance of Directors, including names and numbers of Directors who are present at the meeting, on leave or absent from the meeting; ဗٚзݠݺǫмзǬፅମϮޚχۀӓᆭΊኞǭ
• 1. Names and titles of the guests to the Board meeting; ҿޚχۀӓϮᙄᅷǭ
• 1. Name of the secretary of the Board meeting; ૭ᒬχۀӓǭ
• 1. Matters to be reported; ോւٚໟǭ
• 1. Matters for discussion: How a proposal is resolved and the result; summary of statement by Director, Supervisor (if there is any), expert and other persons; objections and/or reservations with record or written statement; and written opinion issued by Independent Director in accordance with the provisions under Paragraph 2, Article 11 of the Rules;

HIROCA HOLDINGS LTD. 廣華控股有限公司 PROCEDURAL RULES OF BOARD MEETINGS 董事會議事規範

討論事項:各議案之決議方法與結果、董事、監察人(如有設置)、專家及 其他人員發言摘要、反對或保留意見且有紀錄或書面聲明暨獨立董事依 第十一條第二項規定出具之書面意見。

• 1. Extempore Motion: Name of the person submitting a proposal; how a proposal is resolved and the result; summary of statement by Director, Supervisor (if there is any), expert and other persons; objections and/or reservations with record or written statement: and 臨時動議:提案人姓名、議案之決議方法與結果、董事、監察人(如有設 置)、專家及其他人員發言摘要、反對或保留意見且有紀錄或書面聲明。
• $\mathbf{Q}$ Other matters to be included. 其他應記載事項。

In either of the following circumstances, matters resolved at Board meetings, in addition to being specified in the meeting minutes, shall also be published on the website designated by the competent authorities (including without limitation to the Commission and Emerging Market, GreTai Securities Market or TSE) within two days of the Board meetings pursuant to the Applicable Listing Rules: 董事會議決事項, 如有下列情事之一者, 除應於議事錄載明外, 並應依上市法

令於董事會之日起二日內於主管機關(包括但不限於金管會及興櫃、證券櫃檯 買賣中心或證交所)指定之網站辦理公告申報:

• $1.$ Opposition or reservation by any Independent Director with record or written statement: or 獨立董事有反對或保留意見且有紀錄或書面聲明。
• $2^{\circ}$ Matters not approved by the Audit Committee (if there is any), subject to consent by more than two thirds $(2/3)$ of all Directors. 未經本公司審計委員會(若有設置)通過之事項,如經全體董事三分之二以 上同意。

Board meeting attendance book is part of the meeting minutes of proceedings and shall be properly kept during existence of the Company.

董事會簽到簿為議事錄之一部分,應於公司存續期間妥善保存。

Meeting minutes of proceedings shall be signed or sealed by the Chairman and secretary of the Board meeting and copies thereof shall be distributed to all Directors and Supervisors (if there is any) within twenty days of the Board meeting. The meeting minutes shall be deemed as important files of the Company and be properly kept during existence of the Company.

議事錄須由會議主席及記錄人員簽名或蓋章,於會後二十日內分送各董事及監 察人(如有設置)。並應列入本公司重要檔案,於本公司存續期間妥善保存。

Preparation and distribution of the meeting minutes of proceedings in the first paragraph may be done electronically. ౺ໟᝳٚᒬχᇐՙϮϠพபЧ႔ήЈӻࢸχǭ

Article 16 ౺Γϛ Guidelines for Authorization by the Board of Directors ဗٚཥχ៵ߵ

According to the Applicable Listing Rules and the Articles, the Board of Directors authorizes the Chairman to exercise the powers and authorities on behalf of the Board during the recess of the Board. Unless otherwise required to be resolved at the Board meeting under the Applicable Listing Rules and the Articles, the Chairman is authorized to handle the following matters:

ဗٚཥ٠ΙѨݛЮϮѸഌสೌۊǫ៵ဗٚ߆Ӟဗٚཥҭཥන໋Հ٣ဗٚཥᙄ ៵ǫଟ٠ΙѨݛЮϮѸഌสೌۊᓿҎဗٚཥᝳχٚໟѝǫيٴ៵Ϛۿٚ ໟӬΗDZ

• (1) Representing the Company in its dealings with others for operation of the Company; ܤѸϝѐཧୄዻϚჰѝЭѸϝѐǭ
• (2) Handling matters the Chairman is authorized under the Company's "Regulations Governing Authorization of Duties and Authority to Approval" and applicable management rules; ٠Ѹϝѐȟᙄୄ៵Ϯਘ៵॒ᅼᒛݛȠϮࣣᅼᒛݛೌۊχ៵ ٚໟǭ
• (3) Examining the corporate accounting system, financial position and financial report procedure; ᔗѸϝѐཥषࡂڂǬૻୄݠݺϮૻୄോւส־ǭ
• (4) Examining and approving procedure for handling important financial and business activities such as the acquisition or disposition of assets, derivative products transactions, lending of capital, endorsement for third party, and provision of guarantee; በਘڎபۿಷϠ၎ౙǬٚळҊۻࠋңܧǬ၎߅ມᆭЫΊϮࢸЫΊऐ ਓۿඓ٥ߜᛵาॐάૻୄཧୄՀࢸχಷส־ǭ
• (5) Communicating with the CPA of the Company; ᆭѸϝѐᛔᛵཥषີՀңࢣǭ
• (6) Reviewing and evaluating internal audit staff and relevant performance; ჰϚዴਘΊঠϮيٴηՙີՀԬਘǭ

• (7) Reviewing and evaluating the internal control of the Company; ჰѸϝѐχϚொڂີՀԬਘǭ

• (8) Evaluating, inspecting and supervising various existing or potential risks in the Company; ຈՎǬᔗǬᅨ࿅ѸϝѐӯӞۿӞχӑᅶड़ᒷǭ

• (9) Supervising the legal compliance of the Company; ᔗѸϝѐᒜӱࡊݛೌዻχׅǭ
• (10) Reviewing and examining transactions involving avoidance of exercise of voting right due to Director's conflict of interest as described in Article 14 of the Rules, inter alias significant transactions with affiliated person, acquisition or disposition of assets, derivative products transactions, lending of capital, endorsement for third party, or provision of guarantee, and establishment of a company for purpose of investing, etc. በਘ౺Γћ܃ुੂϮဗٚժੲጹࣸᓿଈᗀ៵Հ٣χңܧǫը ॐάߦΊңܧǬڎபۿಷϠ၎ౙǬٚळҊۻࠋңܧǬ၎߅ມᆭЫ ΊǬࢸЫΊऐਓۿඓ٥ߜᛵϮԂҜЧע၎ࢸҕעވ၎ϝѐาǭ
• (11) Per the Company's funding requirement, handling with full powers the terms and amount of loans and other relevant matters with financial institutes, and reporting the status to the Board of Directors; Ѹϝѐ၎߅መवǫһ៵ಷᆭӑ۪٧߅ᑳᐉᄣມ්ᚇࡂǬҰาࣣ ٚیǫٗஉୱՀׅඓോဗٚཥǭ
• (12) Per the Company's funding requirement, handling matters of endorsement and guarantee within the amount permitted by the loaning, endorsement and guarantee regulations, conducting transactions within the amount permitted by the asset acquisition and disposition regulations, and reporting the status to the Board of Directors; Ѹϝѐ၎߅መǫ٠Ꮼ၎߅ມᆭϮऐਓߜᛵՙཧส־ೌۊχᚇࡂϚີ ՀऐਓߜᛵಷٚیǫϮ٠ᏬڎபۿಷϠ၎ౙಷส־ೌۊχᚇࡂີՀ ңܧǫٗஉୱՀׅඓോဗٚཥǭ
• (13) Appointing the director(s), Supervisor(s) (if there is any) and representative(s) of subsidiaries (including overseas branches); ήϝѐ(֍ਾѝϠЄᐉᄣ)ဗٚǬᅨჯΊ(ठԍ)ϮЭΊχᒞࢫǭ
• (14) Restructuring the Company and amending its organization bylaws; ѸϝѐಋᘺፊᏵϮಋᘺೌഌχॼѼǭ
• (15) Evaluating and reviewing the qualification of CPA and nominate appropriate candidates; and ຈਘཥषχ၎ਨٗඓӓ፵ұΊᒞǭ
• (16) Other powers and duties authorized and granted to the Chairman by the Board of Directors.

HIROCA HOLDINGS LTD. 廣華控股有限公司 PROCEDURAL RULES OF BOARD MEETINGS 董事會議事規範

其他董事會授權董事長之職權。

Article 17 Supplementary Provisions 附則

第十七條

Establishment to the Rules shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution at a general meeting. The amendment to the Rules shall be subject to approval of the Board of Directors, which shall be further reported in a general meeting.

本規範之訂定應經董事會同意,並經股東會以普通決議通過。本規範之修訂應 經本公司董事會決議通過,並於股東會中報告。

附件五

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

3124/14/15!	Explanations Ҏ ౒ Ѽ ॼ	ဝ ఑ χ ඙Ͼ Ѽ ॼ	Explanations	Ҏ ౒ Ѽ ॼ
	ᒬ ׈ ങ χ स ॼ ᔌ	The Company may exercise the power contained in Section 206 of the ឲ Law to deregister in the Cayman Islands and be registered by way of ᝠ Ч ٗ д ຆ ވ ৕ ࿹ ୎ ້ ឝ дǭ थ continuation in some other jurisdiction. Ӟ ຆ يٴ Ϛ ᎄ ୋ ᄍ ᖻ ఑ ᅼ ౺206 ݛ ѐ ݛ Ы يٴ ϝѐ Ӟ ٠ ӻ ப Ј ވ ѐ ϝ ᔳ Ѹ ࿭	Proposed Memorandum and Articles of Association	ส ഌ ϝѐ χ ۊ ॼ ᔌ	M) G (to be adopted by ˠay 24, 2013	ၯ) ೦ ཥ ܶ ޟ Љ Ӻ6Ћ35 ܤ!2013 ष ႚ (
	ᒬ ׈ ങ χ Հ ౓	The Company may exercise the power contained in Section 226 of the ឲ Law to deregister in the Cayman Islands and be registered by way of ᝠ Ч ٗ д ຆ ވ ৕ ࿹ ୎ ້ ឝ дǭ थ continuation in some other jurisdiction. Ӟ ຆ يٴ Ϛ ᎄ ୋ ᄍ ᖻ ఑ ᅼ ౺226 ݛ ѐ ݛ Ы يٴ ϝѐ Ӟ ٠ ӻ ப Ј ވ ѐ ϝ ᔳ Ѹ ࿭	Current Memorandum and Articles of Association	ส ഌ ϝѐ χ Հ ౓	M) (adopted by ˠay 25, 2012 G	ၯ) ೦ ཥ ܶ ޟ Ћ!2 5 Љ Ӻ!6 (2012
	Ԓ ఑	఑ ౺8	No. Article	Ԓ ఑

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

3124/14/15!		ॼ ౺ ݛ ۊ ೌ ѐ ϝ ໟ ᡳ 8 ౺ ї χǭ ఑ Ԭ 267 ୍ स
	Merger with another company, or the Spin-off (b) in connection with meeting the Company's obligation under Share The Shareholders' pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following of the Company, or pursuant to any reorganization of the Company; subscription warrants and/or options; reasons or for the following purpose: (a) in connection with a	ཛྷ corporate bonds which are convertible bonds or vested with rights to Հ ᜙ǰ พ ᜙; (d) in connection with meeting the Company's obligation under (c) in connection with meeting the Company's obligation under ԍ ԭ ԍ ୄ (e) in connection with carrying out private placement of the ވ ୄ ࿷ (f) in connection with issuing employees restricted stock. ۿҕ ࿷ χ ᜙ǰ χ preferred Shares vested with rights to acquire Shares; ໯ ә ँ ԍ ѐ ᜙ǰ ঑ ࠟ ϝ Ᏽ ҿ ៵ ԍ ॐ ៵ Η ޟ ୄ ޟ ѐ ә ᇘ ϝ ᇘ ࿷ Ӟ ۿ χ Ѹ ߌ ᜙ǭ ڠ/ ៵ǫ ޟ ۿ ۿ ᛵ ໯ ը ഡ ࣣ ᖳ ੔ Ϡ Ꮮ ޟ ϝѐ ᇘ ៵ ៵ ѐ ཛྷ Һ ޟ ޟ ϝ ඛ ժ Company's securities; or ᓣ Ѹ ᇘ ᇘ ᙦ ۿ ៵ ܶ يٴ ߌ ш η ٪Ǭ ޟ ǰޚ Հ Հ Հ ঠ ވ acquire Shares; ባ ባ Ӕ ባ ᜙ ڂ ۊ ፵ҋDZ ѐ ѐ ࣣ ॒ ϝѐ ϝѐ ೌ ϝ ϝ ໼ Հ ఑ Ѹ Ѹ Ѹ Ы ئ พ ౺14 σ ᆭ ᆭ ᆭ ᆭ ᆭ ᆭ ਋ (b) (d) (f) (a) (c) ) ޟ ࡡ e(
	(b) in connection with meeting the Company's obligation under Share The Shareholders' pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following Merger with another company, or the Spin off of the Company, or pursuant to any reorganization of the reasons or for the following purpose: (a) in connection with a Company;	ཛྷ corporate bonds which are convertible bonds or vested with rights to Հ ᜙ǰ พ ᜙; (d) in connection with meeting the Company's obligation under (c) in connection with meeting the Company's obligation under ԍ ԭ ԍ ୄ ވ ୄ ࿷ ۿҕ ࿷ χ ᜙ǰ χ ໯ preferred Shares vested with rights to acquire Shares. ә ँ ԍ ѐ ᜙ǭ ঑ ࠟ Ᏽ ϝ ҿ ៵ ԍ ॐ ៵ Η ޟ ୄ ޟ ѐ ә ᇘ ϝ ᇘ ࿷ Ӟ ۿ χ Ѹ ߌ subscription warrants and/or options; ڠ/ ៵ǫ ޟ ۿ ۿ ᛵ ໯ ը ഡ ᖳ Ϡ ੔ Ꮮ ϝѐ ᇘ ៵ ៵ ѐ Һ ޟ ޟ ϝ ඛ ᓣ ᇘ ᇘ Ѹ ᙦ ܶ يٴ ߌ ш ޟ ٪Ǭ Հ Հ Հ acquire Shares; or ވ ባ ባ Ӕ ባ ۊ ፵ҋDZ ѐ ѐ ϝѐ ϝѐ ೌ ϝ ϝ ఑ Ѹ Ѹ Ы Ѹ ౺14 σ ᆭ ᆭ ᆭ ᆭ ਋ (b) (d) (a) (c) ࡡ ޟ ۿ
	఑ ౺15

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

౺40C
఑	The Company shall be entered into the Register as the holder of the Treasury Shares provided that:	The Company shall be entered into the Register as the holder of the Treasury Shares provided that:
	(a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any	(a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any
	(b) a Treasury Share shall not be voted, directly or indirectly, at any purported exercise of such a right shall be void;	(b) a Treasury Share shall not be voted, directly or indirectly, at any purported exercise of such a right shall be void;
	meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the	meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the
	purposes of these Articles or the Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Shares is permitted	purposes of these Articles or the Law.
	and Shares allotted as fully paid bonus shares in respect of a Treasury Shares shall be treated as Treasury Shares.
	ᙉ ৛ ܤ ᜙ Ս ұ ூDZ ٣ Հ Ίǫ ᓿ σ ԍ С ࡤ χ ܶǫ ޟ ޟ ᙉ ࢸ ৛ ຅ ࢸ ϝѐ ၠ ૭ Ѹ ѐ உ ϝ Ҏ Ѹ ౒ உ Ս ᓿ ұ τ Ч ᛒ ᓿ ӓ σ ܶ (a) ޟ	ᙉ ৛ ܤ ᜙ Ս ұ ூDZ ٣ Հ Ίǫ ᓿ σ ԍ С ࡤ ܶǫ χ ޟ ޟ ᙉ ࢸ ৛ ຅ ࢸ ϝѐ ၠ ૭ Ѹ ѐ உ ϝ Ҏ Ѹ ౒ உ Ս ᓿ ұ τ Ч ᛒ ᓿ ӓ σ ܶ (a) ޟ	ೌ ౺ χ ݛ ໟ ܧ ң ౺5 ٽ χ2 ᛵ Ꮼ ఑ ٠ 28
	ਆǰ ෻ ឝ ᓿ ֘ த У χ ժ ៵ า ့ ٣ Հ Ս ұ С ժǫ ៵ χ ޟ	ਆǰ ෻ ឝ ᓿ ֘ த У χ ժ ៵ า ့ ٣ Հ Ս ұ С ժǫ ៵ χ ޟ	ᔾ ப σ ޟ ᙉ ৛ ۊǫ
	С ܤ ؃ǫ ୮ ո ޻ ࡹ ᆭ ፌ ୍ ෻ ௎ ኞǫ ໋ ۿ ᕫ ௎ Ҵ ދ ޟ ᓿ Հ σ พ ֘ ι τ Ό ᝳ ष ཥ ޟ Ս ᙉ ұ ৛ χ உ ѐ ᓿ ϝ σ Ѹ ֘ Ӟ ॹ ޟ ਋ ᙉ Ս ৛ ұ (b) ܤ	Ѹ С ܤ ؃ǫ ୮ ո ޻ ࡹ ᆭ ፌ ୍ ෻ ௎ ኞǫ ໋ ۿ ᕫ ௎ Ҵ ދ ޟ ᓿ Հ σ พ ֘ ι τ Ό ᝳ ष ཥ ޟ Ս ᙉ ұ ৛ χ உ ѐ ᓿ ϝ σ Ѹ ֘ Ӟ ॹ ޟ ਋ ᙉ Ս ৛ ұ (b) ܤ	ժǭ ޟ ଒
	୞ ଒ ޟ ժ ࣽ χ ් ޟ ـ ᛝ ι Ч ঈ ޟ ᙉ ৛ ՗ ވǫ χҕ ݛ ѐ ϝ ۿ ส ഌ Ѹ	ވǭ χҕ ݛ ϝѐ ۿ ส ഌ
	ޟǭ ᙉ ৛ ࢸ ຅ ᓿ Ҵ ޟ χ ୞ ଒ า ့ Ҵǫ ޟ
Article	subordinated company directly or indirectly hold more than one-half the Shares held by another company, where the Company and its	the Shares held by another company, where the Company, together with (i) the holding company of the Company and/or (ii) any
఑(c)	(1/2) of the total number of the voting shares or total shares equity of	subsidiary of the Company, owns, directly or indirectly, more than
	such company.	one-half (1/2) of the total number of the issued and voting Shares or the total Share equity of such company.
	Ҵ Ҵǭ ޟ χ ޟ χ ៵ ؃ ѐ ϝ ޻ Ѹ ԍ Հ ԍ พ ࡤ ܃ ι يٴ ϝѐǫ ԍ ࡤ ௎ Ы χ ໋ ኞ ۿ ௎ с ၯ ދ ຣ ѐ ϝ ष Ӕ ឝ ஬ ᚇ يٴ ᕫ Ѹ Ϯ ၎ ѐ ϝ ۿ Ѹ ኞ ೆ ᕫ	௎ Ы ໋ χ ۿ ኞ ௎ с ދ ၯ ຣ ϝѐǫ ᚇ ᕫ ឝ Ѹ ஬ ၎ χ ۿ ѐ ኞ ϝ ᕫ Ѹ Ҵ ۿ ޟ / Ϯ χ ៵ ѐ ϝ ؃ ڂ ޻ ொ ԍ χ Հ พ ϝѐ ι Ѹ ϝѐ Ϯ Ы ѐ ϝ ԍ Ѹ ࡤ	఑ 179 χǭ ౺ ݛ Ѽ ॼ ѐ ϝ ۊ ೌ Ԭ ୍ χ
		Ҵǭ ޟ χ ѐ ϝ Ѹ ԍ ࡤ ܃ ѐǫ ϝ

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

!ྚϝѐഌสॼѼჰ

3124/14/15!		ኞ Ί ٚ ဗ ೒ ᓿ ൅ǭ ۊ ࣑ ዻ	ᚇ ઩ ٚ ဗ ዻ Ұ ೌ व ᒞ ያ ိ ܫ
	Unless otherwise determined by the Company in general meeting, the Amongst the Board of Directors, the Company shall have at least three (3) Independent Directors, and the Independent Directors shall account for at least one-fifth (1/5) of the number of Directors shall be no less than five (5) Directors with a At least one (1) of the Independent …. Directors must be domiciled in Taiwan maximum of nine (9) Directors. total number of Directors. (behind leaves out)	һ Ίǫ ၩ Ё ύ ᓿ ԍ ܤ ೒ ٚ ဗ ϶ ୦ ப Ҝ Ѿ σ ᐨ ๥ ٚ С τ Ί Ӟ ဗ ࿳ Ζ ᓿ ೒ Ί ܤ ΂ ϶ ཥǫ ப ϶ ٚ Զ σ ኞ ဗ τ Ί يٴ ϝѐ ٚ Ιǫ Ѹ ဗ Ҝ Ч ѝǫ ͺ ᐨ ᝳ χ τ Ϡ ؃ يٴ ύ ԍ Ίǫ Ԓ ѓ ཥ · ৙ ܶ ٚ ࢸ … ( ౚ ޟ ဗ Ӥ ᝛ǭ ࡌ ଟ ട ᡆ )	of the total number of Directors elected at the previous general meeting be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general When the number of Directors falls short by one-third (1/3) ܤ พ convened within sixty (60) days of the occurrence of that fact to hold ဗ disqualification or resignation of a Director or any Director ceases to ᡆ ᓿ ძ convened to elect Directors and notwithstanding the actual current һ ٚ ѐ number of Directors, an extraordinary general meeting shall be ϝ χ ܤ When the number of Directors falls below five (5) due to the Ѹ ᓿ з ᒞ ޚǫ Սǫ ཥ Ί ܶ ࢸ ύ ޟ ኞ Ί ـ ϝѐ χǭ ٚ σ ग ၩ ᒞ ဗ ሕ ᚇ ိ ұǫ ઩ ཥ ძ ဵ ܶ ٚ Ӟ ࡱ ౓ ޟ ဗ ՗ ፌ ਋ ә ۿ ᖆ σ χǭ ᙄ С an election of Directors. ້ ᒞ ᜆ ы ΂ǫ (behind leaves out) ိ ౻Ǭ Ϛǫ χ ཥ ܶ Ϡ σ ૽60Љ ਨ ޟ Ζ Ԓ ၎ ވ meeting. ኞ ΂ ә ( χЉ ౚ ޿ Ί ٚ ࡌ ട ٚ ဗ Ҋ )
	Amongst Unless otherwise determined by the Company in general meeting, the …. Independent Directors, and the Independent Directors shall account At least one (1) of the Independent Directors must be domiciled in Taiwan the Board of Directors, the Company shall have at least three (3) number of Directors shall be no less than five (5) Directors. for at least one-fifth (1/5) of the total number of Directors. (behind leaves out)	ύ Ίǫ Ԓ ύ ৙ ܤ ٚ ဗ … ϶ ப ᡆ ᝛ǭ һ σ ၩ ٚ Ё ဗ ᓿ ԍ ೒ ࿳ ٚ ೒ ဗ ୦ Ҝ Ѿ ཥǫ ๥ ᐨ ٚ С τ Ί Ӟ ဗ Ζ ᓿ ϝѐ ܤ Ί Ѹ ΂ ϶ ப ϶ ѝǫ Զ σ ኞ ᝳ τ Ί ؃ يٴ ٚ ԍ Ιǫ ဗ ѓ ཥ Ҝ Ч ܶ ͺ ᐨ ( ౚ χ ޟ τ ࡌ ଟ Ϡ يٴ )	of the minimum number prescribed by these Articles, an extraordinary be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general When the number of Directors falls short by one-third (1/3) ܤ ΂ disqualification or resignation of a Director or any Director ceases to χ ᓿ Ϡ ѐ general meeting shall be convened within sixty (60) days of the χǭ ϝ Ζ When the number of Directors falls below five (5) due to the Ѹ Ԓ ᒞ ৙ ိ ޚǫ occurrence of that fact to hold an election of Directors. ཥ ۊ Ί ܃ ܶ ύ ส ޟ ـ ਋ ഌ Ѹ ᖆ σ ग ၩ ້ ᚇ ы ұǫ ઩ Ϛǫ ဵ ٚ ࡱ ဗ ૽60Љ ՗ ә ۿ χǭ ᙄ χЉ ᒞ ᜆ (behind leaves out) ိ Ҋ ౻Ǭ ཥ พ ܶ ძ σ ਨ ޟ ٚ Ԓ ܤ ၎ meeting. ᓿ ΂ ә ( ౚ ޿ ٚ ޚǫ ࡌ ട ဗ )
	Article 74 ఑ ౺ 74		Article 77 ఑ ౺ 77

4

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

3124/14/15! Explanations Ҏ ౒ Ѽ ॼ
m and Articles of Association ၯ) M) ೦ G ཥ May 24, 2013 ܶ ส ޟ ഌ Ӻ5Ћ24 Љ ѐ ϝ χ (to be adopted by ۊ morandu ܤ 2013 ॼ ᔌ ष Me ႚ Proposed (	Chairman (the "Chairman") Directors present at the meeting the quorum of which shall be two-thirds of all of the ұ ᒞ ༷ ӌ χ ኞ с ၯ ٚ ဗ majority of the ৙ з Directors shall have a ৙Ǭ з ٚ ဗ elected and appointed by a Ι Ч Directors then in office. Ή χ Ϡ Board of Ζ Ч ᓿ ߆ǭ ཥ Board ٚ ٚ The ဗ ဗ	Unless otherwise stipulated in these Articles or the Applicable Listing Directors is subject to resolution by the Board of Directors in accordance with the standard Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably meetings of the Board or committees of the Board or general meetings or separate meetings of any class of Shares or of debentures of the Company or with the implementation of his duties as a ཥ ཥ ը з Є ٚ ཥ ॸ ٚ உ ဗ ވ ٽ ဗ ղ Ҏ ໯ ۿ ᓿ ৙ incurred or expected to be incurred by him in attending ԍ) з ѐ з Єǭ ϝ Є ә ठ ۿ ౒ ԍ ႚ ၶ( Ҵ Ӕ ܃ ۿ ോ ޟ χ يٴ ᗂ χ ൠ ը ᜙ ᓤ of the ٚ ٚ ᜡ ࣣ ڐ ဗ Հ Ս ဗ ៵ ባ Ն ұ ѝǫ ԍ Rules, the remuneration (if any) χ ۿ ΂ ࣚ ۊ ׹ ୄ ཥ ປǫ ೌ ܶ ᙄ χǭ ԍ ޟ ٚ ޯ prevalent in the industry. otherwise in connection ၯ ѓ ۿ χ ဗ Ю ೦ ᝳ يٴ ᒶ ݛ ᝳ ཥ ᆭ ߌ Ѩ ؃ ཥ Ы Ϯ Ι ྎ يٴ அ ঠ ۿ Д ڸ ࡹ Շ ส ཧ ٚ ۿ ၦǬ Director. ഌ ဗ ӌ ᝳǫ Ѹ ਊ ۿ ଓ ଟ ୍ ᝳ χ ཥ
m and Articles of Association ၯ) M) ೦ May25, 2012 G ཥ ส ܶ ഌ ޟ ѐ Ћ 2 5 Љ ϝ χ (adopted by Հ morandu Ӻ 5 ౓ (2012 Me Current	Chairman (the "Chairman") majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the ӌ χ ኞ с ၯ ٚ ဗ ৙ з ৙Ǭ з Directors shall have a ٚ ဗ ᙄ Ӟ elected and appointed by a Ι Ч Directors then in office. Ή χ Ϡ ߆ǭ Ζ The Board of Ч ٚ ᓿ ဗ ཥ ұ ٚ ᒞ ဗ ༷	Applicable Listing Rules, the remuneration (if any) of the Directors is subject to resolution by the Board of Directors in accordance with the standard Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably meetings of meetings or meetings of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of his duties ཥ ཥ ղ ވ ٚ ٽ ٚ ۿ ဗ ໯ ဗ Єǭ з Є Ҏ ৙ ѐ ႚ ᓿ ϝ ౒ з Articles or the incurred or expected to be incurred by him in attending ۿ ԍ) Ӕ ۿ ә Board or general ᗂ Ҵ χ ԍ ठ ᓤ ܃ ޟ ᜙ ၶ( ڐ يٴ ը ࣣ ോ ៵ ൠ ұ ᜡ χ ԍ ٚ Ս ဵ ٚ ࣚ χ ұ ဗ Unless otherwise stipulated in these ဗ ປǫ Ն ୄ ۿ ѝǫ Board or committees of the ཥ ᙄ ΂ ޯ ׹ ܶ ٚ ۊ χ ޟ ဗ ೌ χǭ ᒶ ۿ يٴ ԍ ߌ prevalent in the industry. ၯ ᝳ ᆭ Ϯ ѓ ೦ ཥ Ы Ю அ ᝳ ཥ يٴ ݛ Շ ؃ ࡹ Ѩ ঠ ၦǬ ڸ ྎ ۿ Ι as a Director. Д ٚ ਊ ۿ ᝳǫ ཧ ဗ χ ส separate ཥ ഌ ۿ ӌ з Ѹ ᝳ Є ଓ ը the ଟ ୍ ཥ ॸ உ
Article No. Ԓ ఑	఑ ౺82	఑ ౺85

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

!ྚϝѐഌสॼѼჰ

3124/14/15! Explanations Ҏ ౒ Ѽ ॼ		஛ ࣣ ଟ ࿳ ೒ ի ࡱ ෻ ٗ ǭۊ ٚǫ ѐ ϝ ೌ ဗ Ѹ ୄ ᜙
m and Articles of Association ၯ) M) ೦ G ཥ May 24, 2013 ܶ ส ޟ ഌ Ӻ5Ћ24 Љ ѐ ϝ χ (to be adopted by ۊ morandu ܤ 2013 ॼ ᔌ ष Me ႚ Proposed (	The Directors may from time to time appoint any Person (exclusive of whether or not a Director to hold such may think necessary for the administration of the Company, including but not limited to, the office presidents or chief financial officer, and for such term and at such or participation in profits or partly in one way and partly in another), and fit. Directors hold either of the above positions, the relevant remuneration shall be subject to Article Any Person so appointed by the Directors may be removed by the more vice commission may think of the chief executive officer, president, one (1) or Directors or salary as the office in the Company as the Directors Notwithstanding the foregoing, if any of way duties by any Independent Directors), and (whether powers remuneration with such Directors. 85.	౺85 ୂ з ၶ σ χ Ί( ұǫ නǬ Ι ҋ ୄǭ Ս ྎ Ч ೙ ұ ұ ᓿ ᙄ ӓ ڠ χ ڥ ΂ ഥ يٴ Α ፵ ұ ଟ ၶ ౒Ǭ ៵ Ӕ ਋ χ ဵ Ӕ)Ǭ ࢸ ᒶ ࿭ ப ཥ ᇘ Η ᕫ ܃ ٚ ಋ يٴ ୄ व ဗ ߆Ǭ ٠ χ ᙄ ѯ Ҏ Ι Հ ш ٚǫ า ԍ Ч ୱ ԓ ౒ Ҥ ࡹ ဗ Ί ܤ ұ ᅼ ࢸ ۿ χ ॒ χ Ᏻ ࣽ ո ڥ ٚ σ ѐ Ϡ ࡹ ϝ ՗ ұ ဗ ፌ Ѹ ߅Ǭ ൠ ཥ ࡫ ෻ ൠ м ூ ٚ ՘ ࢸ Ϛ)ǫ ဗ ୄǫ ߆ǫ ᇘ ၎Ǭ ࿭ ᙄ ୄ يٴ Ӟ Ս ᖉ χ Ӟ ٚ ૻ ұ ࡹ ப ဗ ۿ ѐ ۊǭ ፌ ཥ Ҝ ϝ ౒ ෻ Ѹ ٚ ࿭ ೌ ᐨ ഥ( ֍ ఑ ұ ᕫ ဗ	Company and such fiduciary obligations shall include but not limited to the observance of Subject to the Cayman Islands law and the Applicable Listing Rules, Director shall owe fiduciary duties to the any
m and Articles of Association ၯ) M) ೦ May25, 2012 G ཥ ส ܶ ഌ ޟ ѐ Ћ 2 5 Љ ϝ χ (adopted by Հ morandu Ӻ 5 ౓ (2012 Me Current	may from time to time appoint any Person (exclusive Company, including but not limited to, the presidents or chief financial officer, and for such term and at such or their number to the office of managing director upon like terms, but be of any Independent Directors), whether or not a Director to hold such may think necessary for the participation in profits or partly in one way and partly in another), Directors may think fit. Directors hold either of the above positions, the relevant remuneration shall be subject to Article may be removed by more of managing director ceases from any cause to be a Director, or if the Company office of the chief executive officer, president, one (1) or more vice commission office may also appoint one (1) or any such appointment shall ipso facto determine if any of his tenure or Any Person so appointed by the Directors salary with such powers and duties as the Resolution resolves that office in the Company as the Directors Notwithstanding the foregoing, if any of way The Directors by (whether administration of the The Directors the Directors. remuneration Ordinary terminated. and 85. by	ܤ ౺85 ٚ ؃ ୂ з σ ၶ χ ೦ ᓿ ဗ Ί( ұǫ ڥ නǬ Ι ඦ ҋ ୄǭ ࿭ Ս ྎ ұ Ч ೙ ұ ұ ᓿ ᙄ Ս ӓ ѐ ڠ χ ڥ ұ ϝ ΂ ഥ يٴ Α ፵ ଟ ՗ Ѹ ұ ၶ ౒Ǭ ៵ Ӕ ਋ χ ဵ ࡹ ٚǫ Ӕ)Ǭ ࢸ ᒶ ࿭ ப ཥ ۿ ᇘ Η ᕫ ܃ ٚ ဗ ٚǫ ಋ يٴ ୄ ୄ व ဗ ߆Ǭ ٠ χ ᙄ ѯ ஛ ဗ Ҏ Ι Հ χ ٚǫ า ш ԍ ӓ Ч ୱ ౒ ԓ Ҥ න ΂ Ўǭ ࡹ ဗ Ί ܤ ұ ұ ࡹ ᅼ ࢸ ۿ χ ॒ χ ҽ ಍ Ᏻ ӌ ࣽ ո ڥ ٚ ძ σ σ ࣣ ѐ ࡹ Ϡ ϝ ՗ ұ ۇٴ ٚ ဗ ә ፌ Ѹ ߅Ǭ ൠ ཥ ࡫ ࢸ يٴ ঑ ෻ ൠ ٠ м ூ ٚ Ι Ս ՘ ұ ਋ ࢸ Ϛ)ǫ ဗ Ч ୄǫ ߆ǫ ᇘ ၎Ǭ ࿭ ۿ ұ ә ୄ Ί ဵ يٴ Ӟ ᙄ Ս ٚ ᖉ χ Ӟ ٚ ૻ ұ ΂ ဗ يٴ ࡹ ப ڥ ୄ ۿ உ ဗ ѐ ۊǭ ፌ ϝ ၯ ཥ Ҝ ౒ ұ ஛ ෻ Ѹ ٚ ࿭ ೌ ப Ս ೦ ᐨ ഥ( ֍ ఑ ཥ ᝳ ұ ᕫ ұ ဗ	but not limited to the observance of general standards of loyalty, Subject to the Cayman Islands law, any Director shall owe fiduciary duties to the Company and such fiduciary obligations shall include
Article No. Ԓ ఑	Article 91 ఑ ౺ 91		Article 97B ఑ ౺ 97B

6

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

!ྚϝѐഌสॼѼჰ

3124/14/15!	Explanations Ҏ ౒ Ѽ ॼ					Ю ݛ Ѩ Ι ፵ҋ Ό ዻ ೌ ٪
	m and Articles of Association ၯ) M) ೦ G ཥ May 24, 2013 ܶ ส ޟ ഌ Ӻ5Ћ24 Љ ѐ ϝ χ (to be adopted by ۊ morandu ܤ 2013 ॼ ᔌ ष Me ႚ Proposed (	general standards of loyalty, good faith and the avoidance of a conflict Director breaches the aforesaid and the Applicable Listing Rules, such Director shall be held liable for any Cayman Islands law If any subject to the of duty and self-interest. damages therefrom. duties, fiduciary	if any Director violates the aforesaid fiduciary duties for him/herself or another person his/her, it may be resolved at the general meeting to Subject to the Cayman Islands law and the Applicable Listing Rules, deem any income from such behaviour as the Company's income.	or regulations in performing business for the Company, therefore causing any loss or Cayman Islands law and the Director shall be held jointly and with the Director shall indemnify the Company for any loss or damage incurred by the Company to third severally liable for the loss or damage to such third party applicable laws damage to third party, subject to the In this connection, such Rules, such any breaches Listing Director Applicable Company. any party. If	the officers and the supervisors (if any) of the Company shall bear the within the Subject to the Cayman Islands law and the Applicable Listing Rules, Company with the aforesaid joint and several liability scope of their respective duties.	χ ᗀ ࿷ ძ Ϯ ࿷ Ҋ ܃ Ч ძ ۯ ԓ ԍ ༷ ۯ ु ๊ ֘ ә ᆭ ߲ ჰ ϝѐ ဿ ϯ ᓿ ၫ ჰ ٚ ۯ ૊ ٚ ဗ ԍ ٚ ့ ဗ ΂ Ս ӱ ဗ Юǫ ұ ᒜ Ս ܤ ұ ݛ Юǫ ॒ Ѩ Ӭ ݛ Ι σ าǭ ՗ Ϯ Ѩ ֍ Ι ࣸ ࡊ Ϯ м ጹ ݛ ࡊ ੲ ᓿ ৕ ݛ ୄ ࿹ ժ ୎ ৕ ࿷ ف ࿹ ძ ້ ᆭԵ ୎ ۯ ឝ า ࣸ थ ້ ೙ǭ ጹ Ꮼ ့ ឝ С ୄ ٠ थ ऻ Ꮼ ࿷ ৄ ୄǫ ୄǫ ٠ դ ཕ	Ы ࢸ ۿ θ ࢸԵ ٚ ဗ Ս ұ ԍ Ӭ Юǫ ݛ Ѩ Ι Ϯ ࡊ ݛ ৕ ࿹ ୎ ້ ឝ थ Ꮼ ٠
	m and Articles of Association ၯ) M) ೦ May25, 2012 G ཥ ส ܶ ഌ ޟ ѐ Ћ 2 5 Љ ϝ χ (adopted by Հ morandu Ӻ 5 ౓ (2012 Me Current	good faith and the avoidance of a conflict of duty and self-interest. If any Director breaches the aforesaid fiduciary duties, subject to the Director shall be held liable for any Cayman Islands law, such damages therefrom.	aforesaid fiduciary duties for him/herself or another person his/her, it Director violates the meeting to deem any income from Cayman Islands law, if any such behaviour as the Company's income. may be resolved at the general Subject to the	Director breaches any applicable laws or regulations in damage to such third party with the Company. In this connection, performing business for the Company, therefore causing any loss or Cayman Islands law, such Director shall be held jointly and severally liable for the loss or such Director shall indemnify the Company for any loss or damage damage to third party, subject to the incurred by the Company to third party. If any	Subject to the Cayman Islands law, the officers and the supervisors (if any) of the Company shall bear the aforesaid joint and several within the scope of their respective Company with the liability duties.	ୄ ٠ ့ С ࿷ ୄǫ դ ୄǫ ೙ǭ ᗀ ࿷ Ϯ ძ ࿷ ৄऻ ძ Ч ۯ ु ༷ ཕ ۯ χ ๊ ߲ ԍ ϯ ᆭ Ҋ ֘ ဿ ၫ ܃ ѐ ϝ ԓ ۯ ԍ ૊ ჰ ٚ ә ٚ ჰ ΂ ဗ Ս ဗ ᓿ ӱ ᒜ Ս ұ ٚ ܤ ұ Ӭ ဗ ॒ ့ าǭ ǫ ࡊ σ ǫ ݛ ՗ ࣸ ࡊ ֍ ጹ ݛ ৕ ࿹ м ੲ ৕ ࿹ ୎ ᓿ ժ ୄ ୎ ້ ف ࿷ ້ ឝ ᆭԵ थ ძ ឝ Ꮼ ࣸ थ ۯ ٠ ጹ Ꮼ า	ϯ ၫ ԭ Ί Ы ࢸ ۿ θ ࢸԵ ٚ ဗ Ս ұ ԍ Ӭ ǫ ࡊ ݛ ৕ ࿹ ୎ ້ ឝ थ Ꮼ ٠
	Article No. Ԓ ఑

7

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

3124/14/15! Explanations Ҏ ౒ Ѽ ॼ			ӻ ߲ ໚ ٚ Ј χы χ ή Ί ཥ ႔ χǭ ٚ ჰ Ч ப ࢸ ဗ ࣣ स ࿭ ތ ༷ ೦ ٗ ቑ ӌ
m and Articles of Association ၯ) M) ೦ G ཥ May 24, 2013 ܶ ส ޟ ഌ Ӻ5Ћ24 Љ ѐ ϝ χ (to be adopted by ۊ morandu ܤ 2013 ॼ ᔌ ष Me ႚ Proposed (	຅ ᓿ ჰ ཕ Ί Ί ப ԍ ѐ Ί ϝ ჯ ܃ Ζ Ѹ Ս Ζ ᅨ ౺ ұǭ ұ ᓤ ᆭ ့ ౺ χ ग Ί ჰ ፔ ೙ ٗ ٚ ᓿ ౒ ࢸ ᓤ Հ Ю ٚ ࿭ ဗ ፔ ݛ χ า ့ ဗ ஜ ့ ့ ᜙ ϝѐ ೨ Юǫ உ ࣣ Ηǫ ऻ ᝳ ϯ ݛ Ѹ ϝѐ ၫ ؃ Ѩ ׅ Юǫ ப Ι ஺ ԍ Ѹ ཥ Ϯ ԓ ݛ ԭ ᆭ ୄ ܶ ࡊ Ӟ Ѩ Ϛ ޟ ᙄ ݛ Ι ұǰ ൅ Հ Ϯ ৕ ୄǫ ৄǭ ዻ ୱ ࿹ ೙ ࡊ ୄ ୎ ᓤ ݛ ࿷ ཕ ѐ ᙄ ϝ χ ძ ፔ ້ ৕ பǭ ӑԵ Ѹ ࿹ ஜ Ҋ ۯ ឝ ु ܃ ೨ ܃ ୎ ࢸ थ يٴ χ Ꮼ ׺ ߲ ٚ ້ ऻ Ӟ ϯ ٠ ፅ ဗ ѐ ѐ ឝ ᓿ Ί ၫ ϝ Ս ϝ थ ԍ) ਋ǫ Ѹ Ѹ Ꮼ ұ Ζ ԭ Ӭ Ί ٠ ᆭ ࢸ Ӭ ৄ ౺ (	The Directors may meet together (either within or outside the Cayman majority of votes present at such meeting shall state may be convened from time to Listing Rules. The recipient's prior consent shall be obtained if the Islands) for the dispatch of business, adjourn, and otherwise regulate Questions arising at meeting. In case of an equality of votes the chairman shall not have a meeting and shall be given to each Director at mail or electronic transmission prior to the Applicable Rules, the Rules of notice of the Board meeting is to be given via electronic transmission. with the Procedural with the Listing The notice of the Board Applicable their meetings and proceedings as they think fit. time in case of any emergency in accordance meeting Company shall additionally comply Articles and the meeting shall be decided by a meeting; however the Board least seven (7) days via second or casting vote. the reasons for such Subject to these Meetings. Board any	஺ τ ы ۿ ޚǫ ࡑ ᝳ ݠ ܫ ཥ ᆐ ཥ ၠ χ ஺ ҭ ԍ ܤ ᓿ ވ ࢸ ՗ ౒Ǭ Ս ތ า ӻ ٚǫ ೦ ұ Ј ࣣ ಷ ኞ ή ໚ ୄ ዻǭ ဗ ႔ ౲ χы ٚ ӑ ೌ ப ތ ፌ ω χ ೦ Ӟ ཥ ૯ ތ χ ٚ ־ ཥ ۊǭ ೦ ส ཥ ဗ ໚ ӻ يٴ ؃ ٚ ѝ) ౲ǭ Ј Ϯ ؃ ဗ ή დ ᝳ ኞ ۊ ໚ǭ ႔ ۿ ཥ ؃ χӤ ۿ Ϛ ཥ ۿ ਋ы พ დ ٚ ٚ ౲ ஃ ৕ Ή ᒶ ဗ ဗ Ч ࿹ Ы Ю ৙ ౺ ߲ ୎ ݛ يٴ Η з ܤ7Љ ້ χ ע Ѩ Ч ឝ ப Ι ྴ ᓿ थ ፵ ᚉ ٗ Ꮼ σ ܤ ٠ ࢸ ৙ ୙ Ҏǫ ப( ᇘ ப ވ У ਋ ٚ يٴ ٚ ඓз Ηǫ ࡹ ׅ 8 ဗ ໚
m and Articles of Association ၯ) M) ೦ May25, 2012 G ཥ ส ܶ ഌ ޟ ѐ Ћ 2 5 Љ ϝ χ (adopted by Հ morandu Ӻ 5 ౓ (2012 Me Current	يٴ ϝ ϝ Ζ ԍ Ӟ Ѹ Ί Ѹ ౺ ᓿ Ζ ᆭ ჰ ࢸ ԍ) ຅ ᓿ ౺ ѐ Ӭ ग Ί ϝ ப Ί( Ѹ ܃ ٗ Ζ Ю ჯ Ս ᓤ ౺ ұ ݛ ့ ፔ ᅨ χ ჰ ᆭ ᓿ ᜙ ұǭ Ί ࢸ ٚ ٚ ࣣ ϯ Հ ౒ ೙ ဗ ဗ ၫ ࿭ ᓤ า ့ ့ χ ့ ፔ ԍ ǫ Ηǫ உ ࡊ ஜ ԭ ѐ ᝳ ୄ ݛ ϝ ೨ ׅ ᙄ Ѹ ؃ ஺ ৕ ऻ ࿹ ப Հ ԓ ϝѐ ǫ ୱ ཥ ୎ Ӟ ࡊ ܶ ݛ Ѹ ້ ѐ ৄǭ ұǰ ޟ ϝ ᆭ ৕ ឝ Ѹ ࿹ थ ೙ ཕ Ϛ ୄǫ Ꮼ χ ࢸ ᓤ ୎ ൅ ٠ ٚ ፔ ዻ ࿷ Ҋ ້ பǭ ୄ ძ ஜ ܃ ဗ ឝ ਋ǫ ೨ ׺ ᙄ ܃ Ս थ ۯ ु χ Ꮼ ұ ፅ ৄ ऻ ӑԵ Ί ٠ ߲ Ӭ ཕ ѐ ѐ	within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise Questions arising at any meeting shall be decided by a majority of votes present meeting. In case of an equality of votes the chairman shall The notice of the Board meeting meeting and shall be given to each meeting; however the may be convened from time to time in case of any emergency in accordance with the Applicable Listing Rules. Subject Company Board of Rules, the Rules regulate their meetings and proceedings as they think fit. Procedural Applicable Listing Director at least seven (7) days prior to the meet together (either with the not have a second or casting vote. shall state the reasons for such additionally comply Articles and the may meeting Directors Meetings. to these at such Board shall The	ᓿ τ ы ۿ Ꮼ ᝳ ݠ ܫ ѐ ཥ ٠ ϝ ཥ ஺ ၠ ҭ ப Ѹ ܤ ވ ᓿ ਋ ౒Ǭ Ս า ތ ѝǫ ׅ ೦ ұ ࣣ ಷ ஺ ኞ ۊ ໚ ୄ ዻǭ ࡑ ೌ ౲ χы ٚ ᆐ ೌ ப ԍ ፌ ԍ χ Ӟ ཥ ѓ ૯ ՗ Ю ־ ٚ ཥ ۊǭ ٚǫ ส ݛ ဗ ໚ ؃ يٴ Ѩ ѝ) ౲ǭ ဗ Ϯ ؃ Ι ӑ დ ᝳ ኞ ۊ ۿ ω ۿ ཥ ؃ ส χӤ ތ Ϛ ཥ ۿ ഌ ೦ დ Ѹ ٚ ٚ ౲ พ ৕ Ή ଟ ဗ ဗ ஃ ࿹ Ы ৙ ౺ ໚ǭ ߲ ୎ يٴ Η з ܤ7Љ ້ χ ע Ч ਋ы ឝ ப ྴ ᓿ थ ፵ ᚉ ᒶ ٗ σ ܤ Ю ࢸ ৙ ୙ Ҏǫ ப( ᇘ ݛ У ވ ٚ يٴ ٚ Ѩ ඓз Ηǫ ࡹ Ι ဗ ໚
Article No. Ԓ ఑		Article 105 ఑ ౺ 105

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

!ྚϝѐഌสॼѼჰ

			3124/14/15!
Article No.	m and Articles of Association morandu Me Current	m and Articles of Association morandu Me Proposed	Explanations
Ԓ ఑	ส ഌ ѐ ϝ χ Հ ౓	ส ഌ ѐ ϝ χ ۊ ॼ ᔌ	Ҏ ౒ Ѽ ॼ
	ၯ) M) ೦ May25, 2012 G ཥ ܶ ޟ Ћ 2 5 Љ (adopted by Ӻ 5 (2012	ၯ) M) ೦ G ཥ May 24, 2013 ܶ ޟ Ӻ5Ћ24 Љ (to be adopted by ܤ 2013 ष ႚ (
Article 124 ఑ ౺ 124	Any Shareholder or Shareholders holding three percent (3%) or more of the total number of the issued Shares of the Company for one (1) may request in writing any Independent Committee to file a litigation against any with a competent court having proper jurisdiction, including Taipei District Court of Audit within thirty (30) days after receiving the request by such Shareholder or Shareholders, subject to Cayman Islands law, such Shareholder or Shareholders may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of Directors of the Director or Directors on behalf of the Company If Independent Committee fail to file such litigation consecutive year or longer China. Audit Republic of Director of the China. the	more of the total number of the issued Shares of the Company for one (1) consecutive year or longer may request in writing any Independent Director of the Audit Committee to file a litigation against any Director or Directors with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China. If the Independent Director of the Audit Committee who receives the aforementioned circumstances fails to file such litigation within thirty (30) days after Cayman may file such litigation on behalf of with a competent court having proper jurisdiction, receiving the request by such Shareholder(s), subject to including Taipei District Court of the Republic of China. the Any Shareholder(s) holding three percent (3%) or under Shareholder(s) Islands law, such Shareholder(s) Company such on behalf of the from Company request the
	ޟ ૽ ຐ ဗ ፵ҋ) ፵ χ ૽ ඓ Ҝ Ӭ ඓ Ι ᐨ ѐ Ӭ χ ϝ ٚ ଚǫ Ч Ѹ Ζ(3%) ཥ ဗ ଚǫ ݛ ჰ ࢸ ঠ ݛ Ј ڸ ப ѐ ӝ Ј χ ϝ ष ܶ ӝ о Ѹ Ϡ ޟ በ о ї ࢸ Ԥ Ϛǫ ǫ ᡳ ї ኞ ٚ ࡊ ᡳ ᆬ ᕫ ݛ ဗ Љ ᆬ ࡫ Ҵ Ҝ 30 ৕ ࡫ м ޟ ࡌ ࿹ ᐨ м ଚ( χ Հ ׺ ୎ ଚ( พ ཥ ፅ ݛ ້ χ χ ι ݛ ڸঠ ឝ χ ܶ थ ៵ ϝѐ ޟ Ꮼ ष ៵ ᖻ Ѹ ٠ ᖻ በ ڀ ᅼ ׺ Ԇ ᅼ ങ ԍ ਋ǫ ፅ ܤ ۇٴ ࡤ ങ ଚǭ ೓ Ι ۇٴ ॖ Ч ଚǭ ݛ ຐ ப Ч ਓ Ч ᖻ Ӻ ப ݛ ૽ ٗ Ч ᅼ ඓ ப ٗ ᖻ ΂ ೓ǫ ࢸ ឲ ᅼ σ ܶǫ ೓ǫ ҋ) ᝠ ࢸ ٚ ຐ	ޟ ଚǫ ങ ဗ ਋ǫ Љ χ ჰ ۇٴ 30 ݛ ଚǭ Ι ೓ Ч ѐ ࡌ Ј ϝ ப ຐ Ч ݛ ӝ ׺ Ѹ ૽ Ζ(3%) ٗ ᖻ о ፅ ඓ ࢸ ೓ǫ ᅼ χ ї σ ঠ ࢸ ᡳ ඓз χ Ԃ ຐ ঠ ፵ҋ) ᆬ Ϡ ٚ ૽ Ԃ ݠ ࡫ ඓ ٚ Ԥ ဗ м ஺ Ӭ ኞ Ҝ ဗ ѐ ଚ( ु ᕫ Ҝ ϝ ଚǫ ᐨ ߲ Ѹ Ҵ ݛ ΂ ᐨ ٠ ݛ ޟ χ ཥ ұ ࢸ ܶ Ј χ Հ ப ៵ ڸঠ ӝ ޟ พ ཥ ܶ ᖻ о ڀ ޟ ι ᅼ ष ڸঠ Ԇ ї ങ በ ϝѐ ǫ ܤ ᡳ ۇٴ ࡊ ष ့ ᆬ Ѹ χ ݛ ଚǭ በ Ч ࡫ ׺ ப ׺ ৕ ԍ ݛ м ፅ ٗ ፅ ࿹ ࡤ ଚ( ᖻ ܶ Ι ୎ ॖ ೓ǫ ᅼ ޟ ݛ Ч ਓ ້ ࢸ χ Ӻ ຐ Ч ့ ឝ ( ப ૽ ڐ थ ៵ ΂ ፵ҋ ඓ Ꮼ ᖻ ឲ ܶǫ Ϛǫ ᝠ ٠ ٚ ᅼ Ӭ	ᛵ ఑ ౺1011702189 Ѹ ᆬ ୦ Ѿ צ Ӻ7Ћ27Љ ܃ ॼ ৉ǭ ࡱ ң ᛵ Ϛ ٻǫ Ϡ Ԭ Ӯ 101 ୍ ဝ Ι ೴
఑ ౺130	business expansion and a sound financial planning for sustainable development, it is the Company's dividends policy that the dividends may be allocated to the Shareholders in the form of cash dividends and/or bonus shares according to the Company's future expenditure Company for each annual financial year shall be As the Company continues to grow, the need for capital expenditure, Unless otherwise provided in the Applicable Listing Rules, the net Board of allocated in the following order and proposed by the budgets and funding needs. profits of the	As the Company continues to grow, the need for capital expenditure, business expansion and a sound financial planning for sustainable development, it is the Company's dividends policy that the dividends may be allocated to the Shareholders in the form of cash dividends and/or bonus shares according to the Company's future expenditure Applicable Listing Rules, the net Company for each annual financial year shall be Board of allocated in the following order and proposed by the Unless otherwise provided in the budgets and funding needs. profits of the

10

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

!ྚϝѐഌสॼѼჰ

Article No.			3124/14/15!
	m and Articles of Association morandu Me Current	m and Articles of Association morandu Me Proposed	Explanations
Ԓ	ส ഌ ѐ ϝ χ Հ ౓	ส ഌ ѐ ϝ χ ۊ ॼ ᔌ	Ҏ ౒ Ѽ ॼ
	M) May25, 2012 G (adopted by	M) G May 24, 2013 (to be adopted by
	ၯ) ೦ ཥ ܶ ޟ Ћ 2 5 Љ Ӻ 5 (2012	ၯ) ೦ ཥ ܶ ޟ Ӻ5Ћ24 Љ ܤ 2013 ष ႚ (
	Directors to the Shareholders in the general meeting for approval:	Directors to the Shareholders in the general meeting for approval:
	make provision of the applicable amount of income tax (a) to	(a) to make provision of the applicable amount of income tax pursuant
	pursuant to applicable tax laws and regulations;	to applicable tax laws and regulations;
	(b) to set off cumulative losses of previous years (if any);	(b) to set off losses (if any);
	(c) to set aside ten percent (10%) as Legal Reserve pursuant to the	(c) to set aside ten percent (10%) as Legal Reserve pursuant to the
	Rules unless the accumulated amount of such Applicable Listing	Rules unless the accumulated amount of such Listing Applicable
	Legal Reserve equals to the total paid-up capital of the Company;	Legal Reserve equals to the total paid-up capital of the Company;
	Reserve pursuant to the to set aside an amount as Special (d)	Reserve pursuant to the to set aside an amount as Special (d)
	Applicable Listing Rules and requirements of the Commission;	Applicable Listing Rules and requirements of the Commission;
	maximum of one percent (1%) of the annual net profits after a (e)	(e) a maximum of one percent (1%) of the annual net profits after the
	the deduction of sub-paragraphs (a) to (d) above shall be reserved for	deduction of sub-paragraphs (a) to (d) above shall be reserved for the
	the purpose of Directors bonuses;	purpose of Directors bonuses;
	minimum of one maximum of seven percent (7%) and a a (f)	(f) a maximum of seven percent (7%) and a minimum of one percent
	percent (1%) of the annual net profits after the deduction of sub	(1%) of the annual net profits after the deduction of sub-paragraphs
	paragraphs (a) to (d) above shall be reserved for the purpose of	(a) to (d) above shall be reserved for the purpose of employees'
	Company and/or employees' bonuses (including employees of the	any and/or Company the of employees (including bonuses
	any Subsidiaries of the Company); and	Subsidiaries of the Company); and
	with respect to the earnings available for distribution (i.e. the net (g)	with respect to the earnings available for distribution (i.e. the sum (g)
	profit after the deduction of the items (a) to (f) above), the Board of	of the undistributed earnings accrued from prior years and the net
	Directors may present a proposal to distribute to the Shareholders by	profit after the deduction of the items (a) to (f) above), the Board of
	way of dividends at the annual general meeting for approval pursuant	may present a proposal to distribute to the Shareholders by Directors
	Dividends may be distributed in the to the Applicable Listing Rules.	way of dividends at the annual general meeting for approval pursuant
	form of cash dividends and/or bonus shares, and dividends shall be at	Dividends may be distributed in the to the Applicable Listing Rules.
	least fifteen percent (15%) of the earnings available for distribution	form of cash dividends and/or bonus shares, and dividends shall be at
	(i.e. the net profit after the deduction of the items (a) to (f) above).	least fifteen percent (15%) of the earnings available for distribution
	minimum of twenty percent (20%) Cash dividends shall comprise a	(i.e. the net profit after the deduction of the items (a) to (f) above).
	of the total dividends allocated to Shareholders.	Cash dividends shall comprise a minimum of twenty percent (20%) of
	The term "Subsidiaries" above refers to the companies defined under	the total dividends allocated to Shareholders.
	Financial of the IFRS (i.e., International 28 No. and 27 No.	The term "Subsidiaries" above refers to the companies defined under
	Reporting Standards).	No. 27 and No. 28 of the IFRS (i.e., International Financial Reporting
		Standards).	ཕ ᖔ ိ ᓽ ȟ ࢸ צ ॼ
	ೌ ୄ ૻ һ ଳ Ϯ б ᘀ ୄ ཧ Ǭ з Є Ѹ ၎ ܤ ୮ ࢛ǫ ໏ ߆ Ԃ ܤ ಷ ѐ ϝ Ѹ	Ⴛ ೌ ୄ ૻ һ ଳ Ϯ б ᘀ ୄ ཧ зǬ Є Ѹ ၎ ܤ ୮ ࢛ǫ ໏ ߆ Ԃ ܤ ಷ ѐ ϝ Ѹ
	٧ ѹ ѐ ϝ Ѹ Ꮼ ٠ உ ำ ࡰ ժ ޟ χ ѐ ϝ Ѹ ׺ǫ መ า ্ พ ឲ Ҁ ׺ Ч Ⴛ	߅ ၎ ٧ ѹ ѐ ϝ Ѹ Ꮼ ٠ உ ำ ࡰ ժ ޟ χ ѐ ϝ Ѹ ׺ǫ መ า ্ พ ឲ Ҁ ׺ Ч	ѐ ϝ ᆭ Ч ԍ)Ƞǫ Ӭ (

11

Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION

3124/14/15!	Explanations	Ҏ ౒ Ѽ ॼ			गǭ ΂ ᇖ ҋ χ ݛ		ࡡ ȟ ් ໟ(g) Ή ౺ உ	߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ		ໟ ౺(f) Զ ໟ ౺(a) ु	ॼ …Ƞ ᚇǫ ኞ χ ࡌ	ࣝ ࡂ Ӻ ྴ ࡡ ȟ ࢸ צ	ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ	ष к ٗ ໟǫ ౺(f) Զ	ࣝ ଒ Ϡ ѹ ᐿ ಌ ޺ න	Ӭ ࡌǫ	ത ԍ Ꭰ	… Ꭰǫ
	m and Articles of Association morandu Me Proposed	ส ഌ ѐ ϝ χ ۊ ॼ ᔌ	M) G May 24, 2013 (to be adopted by	ၯ) ೦ ཥ ܶ ޟ Ӻ5Ћ24 Љ ܤ 2013 ष ႚ (	พ ଒ ӻ Ј ժ ޟ ౲ ޟ ۿ Ϯ/ ժ ޟ ߅ ౓ Ч ׅǫ ஺ ׺ መ ߅ ၎ Ϯ ᆀ ႚ з Є	ܶǭ ޟ ѐ ϝ Ѹ ω	ཥ ٚ ဗ ਋ǫ Ꭰ ࣝ ԍ Ӭ ᆀ ؃ ᕫ ࡂ Ӻ ѐ ϝ Ѹ ѝǫ ۊ ೌ ԍ ѓ Ю ݛ Ѩ Ι ଟ	ᝳDZ ؃ ཥ ܶ ޟ ң ඓ ٗ ਙ ࢫ Ϡ Ꭰ ࣝ स ᔌ ־ ໠ Ϯ ӻ Ј ु Η Ч ᓿ	්ǰ ห χ દ ᛝ ᓿ ኏ ඓ ݛ ٠ (a)	ԍ)ǰ Ӭ ཕ( ᖔ ိ ᓽ (b)	ݛ ՗ ᐿǫ ϝ Ꭰ ࣝ ۊ ݛ ࢸ Γ(10%) χ Ϡ Ԥ ኏ ඓ ۊ ೌ Ю ݛ Ѩ Ι Ꮼ ٠ (c)	॒ǰ ԓ Ӟ σ ਋ǫ ᚇ Ѹ ၎ Ԇ ძ χ ѐ ϝ Ѹ ၩ κ ᐿ ϝ Ꭰ ࣝ ۊ	ᐿǰ ϝ Ꭰ ࣝ ը ੔ ኏ ඓ ׺ व ᜙ ᐉ ᅼ У ۿ ۊ ೌ Ю ݛ Ѩ Ι Ꮼ ٠ (d)	኏ ඓ Ӥ ട ᚇǫ ኞ χ ࡌ ໟ ౺(d) Զ ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ ࡡ (e)	ժǰ ࣽ ٚ ဗ ࢸ ՙ ੥ ߜ ᓿ ΂(1%) χ Ϡ Ԥ	ട ᚇǫ ኞ χ ष к ࡌǫ ໟ ౺(d) Զ ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ ࡡ (f)	η ঠ ࢸ ՙ ੥ ߜ ᓿ ΂ χ Ϡ Ԥ ܤ ՜ σ ኏ ඓ ՜ ട Ϯ ΅(7%) χ Ϡ Ԥ ኏ ඓ Ӥ	Ϯ η)ǰ χঠ ѐ ϝ ή ۿ Ϯ/ η ঠ ѐ ϝ Ѹ ֍ м ժ( ࣽ	ѹ ᐿ ಌ ޺ න ष к ٗ ໟǫ ౺(f) Զ ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ ࡡ (g)	ܶ ޟ ፅ ଃ ਙǫ ࢫ Ϡ ժ ޟ ᝳ ඓ ཥ ٚ ဗ ࿭ ப Ꭰǫ ത ԍ Ӭ ࡌǫ Ꭰ ࣝ ଒ Ϡ	ժ ޟ ߅ ౓ Ч ப ࢫ Ϡ χ ժ ޟ χǭ ࢫ Ϡ ၯ ೦ ࡌ ᝳ ؃ Ю ݛ Ѩ Ι Ꮼ ٠ ཥ ஛	߅ ౓ ύ(15%)ǫ Γ χ Ϡ Ԥ ࢸ ᓿ ϶ Զ ՜ ട ܢǫ พ ӻ Ј ժ ޟ ౲ ޟ ۿ Ϯ/	Γ(20%)ǭ Ή χ Ϡ Ԥ χ ᚇ ᕫ ժ ޟ ܤ ՜ ப σ ٦ Б χ ࢫ Ϡ ժ ޟ	ۊǭ ೌ χ ဝ ౺28 ᆭ ဝ ౺27 ߵ ྎ ष ཥ ሕ ୦ Ꮼ ٠ ߦ ѐȠ ϝ ή ȟ ु ߲
	m and Articles of Association morandu Me Current	ส ഌ ѐ ϝ χ Հ ౓	M) May25, 2012 G (adopted by	ၯ) ೦ ཥ ܶ ޟ Ћ 2 5 Љ Ӻ 5 (2012	ӻ Ј ժ ޟ ౲ ޟ ۿ / Ϯ ժ ޟ ߅ ౓ Ч ǫ ׅ ஺ ׺ መ ߅ ၎ Ϯ ᆀ ႚ з Є ߅ ၎	ܶǭ ޟ ѐ ϝ Ѹ ω พ ଒	ٚ ဗ ਋ǫ Ꭰ ࣝ ԍ Ӭ ᆀ ؃ ᕫ ࡂ Ӻ ѐ ϝ Ѹ ѝǫ ۊ ೌ ԍ ѓ Ю ݛ Ѩ Ι ଟ	ᝳDZ ؃ ཥ ܶ ޟ ң ඓ ٗ ਙ ࢫ Ϡ Ꭰ ࣝ स ᔌ ־ ໠ Ϯ ӻ Ј ु Η Ч ᓿ ཥ	්ǰ ห χ દ ᛝ ᓿ ኏ ඓ ݛ ٠ (a)	ԍ)ǰ Ӭ ཕ( ᖔ ᐿ ಌ χ ࡂ Ӻ ߲ Ч ိ ᓽ (b)	՗ ᐿǫ ϝ Ꭰ ࣝ ۊ ݛ ࢸ Γ(10%) χ Ϡ Ԥ ኏ ඓ ۊ ೌ Ю ݛ Ѩ Ι Ꮼ ٠ (c)	॒ǰ ԓ Ӟ σ ਋ǫ ᚇ Ѹ ၎ Ԇ ძ χ ϝѐ Ѹ ၩ κ ᐿ ϝ Ꭰ ࣝ ۊ ݛ	ᐿǰ ϝ Ꭰ ࣝ ը ੔ ኏ ඓ ׺ व ᜙ ᐉ ᅼ У ۿ ۊ ೌ Ю ݛ Ѩ Ι Ꮼ ٠ (d)	኏ ඓ Ӥ ട ᚇǫ ኞ χ ࡌ ໟ ౺(d) Զ ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ ࡡ (e)	ժǰ ࣽ ٚ ဗ ࢸ ՙ ੥ ߜ ᓿ ΂(1%) χ Ϡ Ԥ	኏ ඓ Ӥ ട ᚇǫ ኞ χ ࡌ ໟ ౺(d) Զ ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ ࡡ (f)	ժ ࣽ η ঠ ࢸ ՙ ੥ ߜ ᓿ ΂ χ Ϡ Ԥ ܤ ՜ σ ኏ ඓ ՜ ട Ϯ ΅(7%) χ Ϡ Ԥ	Ϯ η)ǰ χঠ ѐ ϝ ή ۿ Ϯ/ η ঠ ѐ ϝ Ѹ ֍ м (	ٚ ဗ ࿭ ப ᚇǫ ኞ χ ࡌ ໟ ౺(f) Զ ໟ ౺(a) ु ߲ ଟ ԃ Ꭰ ࣝ ࡂ Ӻ ྴ ࡡ (g)	Ϡ ၯ ೦ ࡌ ᝳ ؃ Ю ݛ Ѩ Ι Ꮼ ٠ ཥ ஛ ܶ ޟ ፅ ଃ ਙǫ ࢫ Ϡ ժ ޟ ᝳ ඓ ཥ	՜ ട ǫ ܢ พ ӻ Ј ժ ޟ ౲ ޟ ۿ / Ϯ ժ ޟ ߅ ౓ Ч ப ࢫ Ϡ χ ժ ޟ χǭ ࢫ	ժ ޟ ܤ ՜ ப σ ٦ Б χ ࢫ Ϡ ժ ޟ ߅ ౓ ύ(15%)ǫ Γ χ Ϡ Ԥ ࢸ ᓿ ϶ Զ	Γ(20%)ǭ Ή χ Ϡ Ԥ χ ᚇ ᕫ	ۊǭ ೌ χ ဝ ౺28 ᆭ ဝ ౺27 ߵ ྎ ष ཥ ሕ ୦ Ꮼ ٠ ߦ ѐȠ ϝ ή ȟ ु ߲
	Article No.	Ԓ ఑

公司法(如修訂版)

股份有限公司

Hiroca Holdings Ltd.

廣華控股有限公司

$\overline{\mathcal{Z}}$

公司章程

修訂和重述版

ءठ֮אጊംΔᚨڶڕΔشհەএ᥆֮խ

(ݷӬॼस(ݛϝѐ

ޟҴԍ॒ϝѐ

Hiroca Holdings Ltd.

ቭொޟԍ॒ϝѐ

χ

ങᒬ

ݷुॐڠॼस

(ܤ2012Ӻ05Ћ25ЉЧըᝳ೦ၯ)

• ϝѐӓᅷࢸቭொޟԍ॒ϝѐ (Hiroca Holdings Ltd.)(ΗᅷȟѸϝѐȠ)ǭ
• ѸϝѐຆдᒛٚಷܤPortcullis TrustNet (Cayman) Ltd., Marquee Place, Suite 300, 430 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West IndiesǫيٴۿЫҎဗٚཥᒶۊχᒛٚಷӝᗱǭ
• ǭڂ॒ۊٗཧዻٚވҕވѸϝѐ

ѸϝѐۇٴങְᏵވ៵Αᆭ៵॒ЧٚұՍथឝ້ϝѐݛ)Ӭॼसݷ)(Ηᅷ ȟϝѐݛȠ)౺7(4)يٴۿЫࡊݛ؉ԍ࿚Ўχҕވٚཧዻǭ

• ѸϝѐۇٴങְᏵՀ٣ӬԵΊχ៵ժિΑǫσፌոԍұՍϝѐݛ౺27)2(ೌ ۊχϝѐժੲᚉǭ
• ଟࢸቭѸϝѐӞथឝ້ЧѝີՀވཧୄѝǫѸϝѐஉσཥӞथឝ້ ᆭұՍΊǬဝۿϝѐີՀຠܧǫѸވұՍೌۊσபဵកࢸ࿚ЎѸϝѐӞथឝ ້ୱՀٗᛔसࠟँǫϮӞथឝ້ୱՀિᡚيٴີՀथឝ້Чѝވ ཧୄ܃መχ܃ԍ៵Αǭ
• ѸϝѐޟܶχұǫᓿЧيٴϠըࡤԍχޟҴχѹᛝદޟ්(Ӭԍ*ࢸ॒ǭ!
• Ѹϝѐވ၎Ѹᚇࢸཛྷїჵ1,500,000,000ϘǫҼϠࢸ150,000,000ඦ೦ޟǫޟॖᚇཛྷ їჵ10Ϙǭ୮ܤϝѐݛϮϝѐഌสǫѸϝѐԍ៵᠈ӚۿພӚيٴұՍޟҴǫٗჰيٴһ ۿϠϠഡۿӔ٪ǫϮพՀيٴһۿχڿǬ᠈ӚǬቑкۿෞ϶χޟѸǫ ፌոԍᓣ൸៵ǬᓣҺ៵Ǭը៵يٴۿЫ៵ժۿԍұՍ៵ժχӄۿࡌұՍҰۿ॒ ڂǫСଟพՀҰፌߦඦ೦ޟǬըيٴۿޟЫᓿܤԒพՀܫያೌۊѝǫᓿڐ ѸϝѐܤΙЅ܃ु៵Αχ॒ڂǭ.
• Ѹϝѐப٠ϝѐݛ౺226ᄍᎄيٴӞथឝ້ވຆдٗЧᝠឲᔳވЈӻӞيٴ ЫѐݛᅼᖻୋϚຆдǭ

條款
表 A ……………………………………………………………………………………………
定義
序言………………………………………………………………………………………………
股份
私募………………………………………………………………………………………………
股份權利變更
股票
畸零股
股份轉讓
股份轉移
決議之表決
股份之贖回與買回
庫藏股
股份停止過戶日或基準日
股東會
股東會通知
股東會之程序
股東投票
法人代表出席之會議
董事
董事之酬金及費用
代理人
董事會權力及職責
董事會借貸權力
印章………………………………………………………………………………………………
董事之解任
董事會之程序
審計委員會
股息………………………………………………………………………………………………
會計帳簿、審計、公司年報及申報

內部稽核
公積金轉增資
公開收購
資本溢價科目
_______
資訊
. 補償或保險
拿計年度
清算………………………………………………………………………………………………
變更章程
延展註冊
. 訴訟及非訟代理人

ءठ֮אጊംΔᚨڶڕΔشհەএ᥆֮խ

ޟҴԍ॒ϝѐ

(ݷӬॼस(ݛϝѐ

Hiroca Holdings Ltd.

ቭொޟԍ॒ϝѐ

χ

ϝѐഌส

ݷुॐڠॼस

(ܤ2012Ӻ05Ћ25ЉЧըᝳ೦ၯ)

A

Ηҿ܃ၠ්ࢸᄣԂ Hiroca Holdings Ltd.ቭொޟԍ॒ϝѐ(ΗᅷȟѸϝѐȠ)χ ϝѐഌสǫԭϝѐߌݛᒬ A τ܃мۿ૭ၠވೌߵஉσ፵ҋܤѸϝѐǭ

ۊ

1. ӞѸഌสτǫЧΗ܃ҿຉјχۊӞᆭ්УᚉۿϚσगχ߲ඓΗǫԍ ЧΗχۊDZ

ȟߦҵཧȠ༷ࡧ٠ᏬΙѨݛЮ(ղїᡳϝѐݛ(ೌۊ܃ۊχߦҵཧǭ

ԭΙѨǫۿܧឲңࡤٗڿѨൈٽᛵۿ܃ңᛵܤҴޟәұՍࡧ༷ЮȠݛȟΙѨ ܤ॒σѸǫмݷχࡌצॼσيٴۿೌݛǬߵೌǬ٦Ǭࡊݛࣣш፵ҋχ ࡊݛұՍᜡՖۿ٦ߦǬᆬᡳӝୋᆭάഃӝୋΊѾݛܧңٽᛵǬݛᆬᡳϝѐ ڸᑳᅨ࿅ᅼ߅ЮǫЧϮڥೌݛχχᆬᡳУᅼᐉࡊݛ့ϮұՍӑۊೌχԍ ঠཥǬᛵٽᘌᘑພτϿۿᛵң܃พՠχݛೌڥЮǰ

ȟѸഌสȠ༷ࡧѸϝѐχഌสϮيٴә܃ݠመԭॼۿצධඛࡌχݷѸǰ

ȟበषڸঠཥȠ༷ࡧҎѸϝѐဗٚཥࡡѸഌส౺ 119 ဝ්܃ಋԂχበषڸঠ ཥۿұՍᝠұበषڸঠཥǰ

ȟᛒႻȠ༷ޟࡧχพՀǬᙦۿңഡЧ႔ή૭ЈӻၠΌޟܶܤᛵٽ ܃້χЁԭσҋңШძᡆޟǭӬޟܶۏѹӞᛵٽҜЁǫߵЧᛒႻ ЈӻңܧχޟஉၠΌѸϝѐܤᆬᡳχᛵٽτߜᅼٚཧᐉᄣ܃Ёχή Ёǭ

ȟ၎ѸϝᐿȠ༷ࡧ၎ѸཿሴࣴҕǬѸϝѐԆڀχᆭ܃பǬ၎Ѹ᠈ӚᓦങǬཕ ੲЧϮيٴЫࡡϝᇘཥष܃ߵౙҊވᓦങǰ

ȟဗٚ߆ȠۇٴԍѸഌส౺ 82 ܃ፖωވళǰ

ȟᜡըȠ༷ࡧѸϝѐә܃يٴመԭσพՀχұՍޟᜡըǰ

ȟ߅ᅼཥȠ༷ࡧᆬᡳ߅ᑳᅨ࿅ᅼڸঠཥۿұՍྴᆬᡳᛵٽңݛܧχУᅼ ᐉǰ

ȟඦ೦ޟȠ༷ࡧѸϝѐࡡϝѐڠݛѸഌสχ්܃พՀॖᚇཛྷᆬჵ 10 Ϙχඦ೦ ޟǫ٠Ѹഌสχೌۊٝԍ៵ժٗڐԍ॒ڂǰ

ȟ୍ᆭӔ٪ϝѐȠ༷ࡧӞϝѐݛᇘшވ༷Ηப୍ᆭॸۿॸЧΙχيٴЫ ӯϝѐӔ٪χӯϝѐǰ

ȟဗٚȠۿȟဗٚཥȠ༷ࡧѸϝѐྴχဗٚǫۿਜᏬۇٴᡆݠಋԂဗٚཥ ڸۿঠཥχѸϝѐဗٚǰ

ȟ႔ήȠ༷ࡡࡧྴԍਆχथឝ້႔ήңݛܧ)Ӭॼसݷ(ڠұՍيٴॼस ۿॐཛྷ႞ՠχݷѸǫм܃ԍيٴЫࡊݛτ܃м֍ۿධЭχݛЮǫ܃ፖωχ༷ ǰ

ȟ႔ή೦Ƞ༷ࡧӒұՍဝዯǬՆ֖ۿᆒગވᒘǫيٴۿЫҎσ϶ܤΖϠχ Ήވဗٚཥעۊٗלঈވ႔ή೦Јӻǰ

ȟᑢᘌȠ༷ࡧτѾ୦ᛵٽᘌᘑພτϿᛵٽᔳཧಷ܃χᑢᘌѨൈǰ

ȟΉᑺาЧϚވᑺឝߦȠЧԵΊԭعǫ༷ࡧѓΊᆭχԍԿጋۿᑺ ߦСӞΉᑺาϚޚǫмσ॒ܤЗѽǫвڹڽ׃ϮઉЗѽǫήέᆭুή έǫЧϮχЗѽǫвڹڽ׃ǬઉЗѽǬήέᆭুέǰ

ȟဗٚᒞᖇೌዻȠ༷ࡧѸϝѐχဗٚᒞᖇೌዻϮيٴә܃ݠመԭॼۿצධඛࡌ χݷѸǰ

ȟᛵٽᘌᘑພτϿȠ༷ࡧτѾ୦ᛵٽᘌᘑພτϿǰ

ȟೆိᓤΊȠ༷ۇٴࡧԍѸഌส౺ 153 ܃ፖωވళǰ

ȟᐨҜဗٚȠ༷ࡧӞΙѨݛЮτۊ܃ވᐨҜဗٚǰ

ȟࡊݛȠ༷ࡧथឝ້ϝѐݛ)Ӭॼसݷ(ǰ

ȟࣝۊݛᎠϝᐿȠ༷ࡡࡧΙѨݛЮ܃ඓзࣝۊݛވᎠϝᐿǰ

ȟങᒬȠ༷ࡧѸϝѐχങᒬǫϮيٴσॼۿצධඛχݷѸǰ

ȟӔ٪Ƞ༷وٴࡧॸЧΙ୍ᆭӔ٪ϝѐވӔ٪ǫٗӞϝѐݛፖωχ༷ዻϚЧ يٴτ໋ڎࢸப܃يٴԍٚཧǬૻౙᆭऻχӯឲϝѐǰ

ȟᔥȠ༷ࡧᆬᡳϝѐࣣڠݛϝѐٚୄχᆬᡳУᅼᐉǰ

ȟᒛٚಷȠ༷ࡧϝѐࡊݛࡡೌۊຆдχᒛٚಷǰ

ȟඦ೦ᝳȠ༷ࡧҎԍ៵ޟܤܶཥՀ٣៵ٗᑺԵڸۿЭΊ(Ӭ့ޟܶ ཥϙ٣ҋڸਓ)Հ٣៵ޟވܶၯсኞ(Ӭעࢸࢸߵ៵ၯсኞ* χӌ༷ࢸ܃χᝳǰ

ȟᛝـȠ༷ࡧჰพՀχұՍޟيٴᓿШॖᚇϮұՍཿሴχᛝـǫмॖΙχ ᛝـǰ

ȟΊȠ༷ࡧұՍԵΊǬဝǬϝѐǬӔ၎ҵཧǬӔლǬݛΊǬڇཥيٴۿЫძ ᡆ(σፌոۇٴԍᐨҜݛΊਨ)ࡡۿЅ༷ࡧ܃χΙुұՍΊǰ

ȟըޟȠ༷ۇٴࡧԍѸഌส౺ 10 ්܃ፖωވళǰ

ȟဗٚཥᝳٚೌዻȠ༷ࡧѸϝѐχဗٚཥᝳٚೌዻϮيٴә܃ݠመԭॼۿצධ ඛࡌχݷѸǰ

ȟޟܶཥᝳٚೌߵȠ༷ࡧѸϝѐχޟܶཥᝳٚೌߵϮيٴә܃ݠመԭॼۿצධ ඛࡌχݷѸǰ

ȟӓᛒȠۿȟޟܶӓᛒȠ༷ࡧ٠ϝѐݛങχѸϝѐޟܶӓᛒǰ

ȟτѾ୦ȠۿȟᆬᡳȠ༷ࡧτѾ୦ǬيٴምΩǬૻౙЧϮ܃ԍӞيٴᅼᖻዻ Ϛވӝୋǰ

ȟߜࣝᎠȠ༷ࡧмσ॒ࣝۊݛܤᎠϝᐿǫըࣝᎠϝᐿϮѹϠԆੲ܃ ౙҊޟވܶ៵ੲา߅ᚇǰ

ȟበषڸঠཥಋᘺೌสȠ༷ࡧѸϝѐχበषڸঠཥಋᘺೌสϮيٴә܃ݠመԭ ॼۿצධඛࡌχݷѸǰ

ȟӈഌȠ༷ࡧѸϝѐҋχඦ೦ӈഌмұՍيٴѸǰ

ȟઔਓȠ༷ࡧұՍҎဗٚཥڸ܃ұЧባՀѸϝѐઔਓވұՍᙄχΊǰ

ȟޟҴȠ༷ࡧѸϝѐ၎ѸᚇχޟҴǭ܃ԍܤѸഌสᅷࢸȟޟҴȠޚ٠Ѕ༷܃መ ᓿࡧࢸұՍ܃ۿԍޟҴᜡըǭࢸᗀդᅡǫѸഌส܃ᅷȟޟҴȠмྵ႖ ǰޟ

ȟޟܶȠ༷ࡧιฝ૭ӞޟܶӓᛒχޟҴࡤԍΊǰ

ҕǰࣴχ၎Ѹཿሴۊ܃ݛѸഌสϮϝѐྚࡡࡧ༷ҕȠࣴȟ၎Ѹཿሴ

ȟޟୄЭᐉᄣȠ༷ࡧᆬᡳУᅼᐉਘшǫ٠ᏬΙѨݛЮࢸѸϝѐඓ٥ۊ ޟୄЭܱୄχޟୄЭᐉᄣǰ

ȟᛔȠ༷ࡧӓᡀҙۿᐉఊങܤߌ܃χӓǫۿܤߌ႔ή ೦χ႔ή౻ဝۿส־ǫҎՆԍ༷ᛔ့႔ή೦χΊ܃٣ҋۿҋǰ

ȟըࣝᎠϝᐿȠ༷ࡡࡧΙѨݛЮޟۿܶཥވᝳҎߜࣝᎠ܃Ϡވϝᐿǰ

ȟըᝳȠ༷ࡧࡡϝѐݛೌ܃ۊ೦ၯވըᝳǫղҎԍ៵ޟܤܶཥՀ ٣៵ٗᑺԵڸۿЭΊ(Ӭ့ޟܶཥϙ٣ҋڸਓ)Հ٣៵ޟވܶ σ՜ܤΖϠχΉ(Ӭעࢸࢸߵ៵ΖϠχΉ)χӌ༷ࢸ܃χᝳǫ့ޟ ܶཥχы೦ތᓿၠܫ့ᝳЧըᝳ೦ၯǰ

ȟϠഡȠ༷ࡧϝѐஉيٴபᐨҜᔳၥχұۿһχᔳཧᡚᆭӯۿཛྷχЫ ϝѐǫՙࢸӯۿཛྷχڐᡚϝѐพՀཛྷޟωࢸᙦᡚχ့ϝѐۿ့ϝѐޟܶჰ ሴχՀࢸǰ

ȟA ࠗըᝳȠ༷ܤࡧԍЭιพՀޟҴᕫኞΖϠχΉЧΙχޟܶзχޟ ܶཥǫзޟܶ៵ΉϠχЧΙٗᑺԵۿ೯ၯيٴЭΊ(Ӭ့ޟܶཥϙ٣ ҋЭΊ)Հ٣៵χӌ༷೦ၯχᝳǰ

ȟB ࠗըᝳȠ༷ࡧྴзޟܶཥχޟܶσـ A ࠗըᝳχۊᚇǫղѹԍ ЭιพՀޟҴᕫኞΖϠχΉЧΙχޟܶзǫԍιพՀޟҴᕫኞΉϠχ ЧΙχޟܶзǫҎзޟܶ៵ΖϠχΉЧΙٗᑺԵۿ೯ၯيٴЭΊ(Ӭ ့ޟܶཥϙ٣ҋЭΊ)Հ٣៵χӌ༷೦ၯχᝳǰ

ȟӯឲϝѐȠ༷ࡧྴॸۿॸЧΙ୍ᆭӔ٪ϝѐࡡϝѐݛີՀӔ٪ࡌӯ ឲχ୍ᆭӔ٪ϝѐǰ

ȟᙉޟȠ༷ࡧѸϝѐ٠ᏬѸഌสǬϝѐݛϮΙѨݛЮพՀѸϝѐພӚǬ ᠈ӚۿЧيٴЫЈӻڎபСѹຆᎄχޟҴǰϮ

ȟᛵң܃Ƞ༷ࡧᆬᡳᛵٽң܃ܧǭ

• 1. ӞѸഌสτǫଟЅ༷ѓԍࡧ܃ѝDZ
• (a) ഹኞຉᇖмጻኞ֍ǫϯχҤǰ
• χұՍΊǰࡧ܃༷Ѕࡡ֍ۻഄᇖмຉۻ໑) b(
• (c) ȟபȠۿȟшȠຉᓿဵࢸшۻ፝ǫԭȟᓿȠᓿဵڥࢸЮۻ፝ǰ
• (d) ܃ඓϮވұՍݛЮೌۊᓿм֍يٴྴԍਆވұՍॼसۿॐཛྷݷۊڂѸǰ
• (e) ܃ඓϮވұՍဗٚཥۊǫᓿဵيٴࢸแჰԵҎກຽΗχۊٗᓿ፵ҋ ǰϮݠըॸۿܤ
• (f) ܃ඓϮވȟਓॖȠᓿဵࢸਓॖۿұՍшЧਓॖЈӻጻᇐވǫмұՍ ׅӻχҿӈǬӈپǬ႔ήຸҰǬ੶ǬྚЙۿ႔ǫۿұՍيٴЫධЭࠋ ۿӯᓦۿᒘਨӻǫۿΙुॸᜡׅӻχమӔᓿҋǭ
• 1. ଟ߲ΉЅѓԍೌۊѝǫұՍۊࡊݛχഹຉǫӞσၫϯيٴУᚉۿΙΗЅވ ళވӌࣣԍᆭѸഌสۇٴΗǫݠ
• 1. ѸϝѐԂҜࡌшܤұՍ໋້ڿၥᔳǭ
• 1. ᒛٚಷшҎဗٚཥσۊҜܤथឝ້ވұӝ֖ǭԓѝǫѸϝѐҤ шҎဗٚཥσࡃۊҜϮᆙيٴࡤЫᒛٚಷǬᔳཧᗱϮЭಷǭ
• 1. ѸϝѐԂҜϮพՀޟ܃ౙҊވປҋᓿҎѸϝѐ܄ᏳЄШǭԓປҋшҎဗٚཥ يٴۊϠන៴ᎄχන॒ǫСәԓ܃ЄШ߅ވᚇǫߵᓿҎဗٚཥܤۊѸϝѐχ ϝѐ၎ѸϚЄШχǭۿ/ڠཥषΙԵѸϝѐԆΌ
• 1. ဗٚཥшσޟۊܶӓᛒχӯܢಷǭठဗٚཥۏѹзұՍۊǫޟߵܶӓ ᛒᓿೆߜᅼܤϝѐᒛٚಷǭ

Ҵޟ

• 1. ଟѸഌสѓԍೌۊѝǫ܃ԍۏѹพՀχޟҴࣚளҎဗٚཥᅼொǫဗٚཥபDZ
• (a) يٴࡡᇘࢸ፵ྴވҰӒ܃يٴᇘࢸ፵ྴވΊϠǬพՀǬۿಷϠۇٴԍيٴᇘ ҴǰϮޟχԓาڂ॒ވྴ፵ࢸᇘيٴԍڐٗժ៵ވྴ፵ࢸ
• (b) ᆭᇘޟᒞᏮ៵ǬพՀࣣᛵ៵ۿᜡՖχᛵٽǰ

୮ܤЧΙҕވǫဗٚཥபߜۊ፵ྴኞຽχྴѹพՀޟވҴǭ

• 1. ဗٚཥப៵உޟҴϠࢸұՍᜡըǭσӌᜡըχޟҴᓿ៵ǬࡃҜϮۊࡧ)ۿ ਜᏬݠॐཛྷۊࡧԭ(σӌᜡը໋៵ժ(мσ॒ܤ៵Ǭޟ৩Ϯ᠈Ӛ)Ǭ॒ ڂǬᓣҺ៵Ǭ៵ϮШ්ୄχୋը(Ӭԍ)ߵᓿҎဗٚཥۊٗۊڧχǭ
• 1. ѸϝѐபဗٚཥΖϠχΉЧΙဗٚχзϮзဗٚၯсኞЧΙχӌ༷ǫٗ ըᝳ೦ၯǫพՀࣣၟܤඦ೦ޟٝԍᓣҺ៵χޟҴ(ȟըޟȠ)ǭࡡѸ౺ 10 ܃ਘঈχұՍըޟพՀ߲ǫѸϝѐᓿॼצѸഌสЧۊܫըޟχ៵ժϮ ୄ(ᠹתըޟχ៵ժҤӌ)ǫмσ॒ܤЧΗ්DZ
• (a) ѸϝѐιพՀχըޟᕫኞǫϮѸϝѐ៵พՀχըޟᕫኞǰ
• (b) ըޟϠޟࢫ৩Ϯࣽժχ־Ǭۊᚇۊۿǰ
• (c) ըޟϠࢫѸϝѐᖴᎠૻౙχ־Ǭۊᚇۊۿǰ
• (d) ըޟޟܶՀ٣៵χۿ־॒ڂ)м៵า)ǰ
• (e) ᆭըޟ៵ժୄԍيٴވЫٚໟǰЧϮ
• (f) Ѹϝѐೆ៵ۿೆڂवᖳӚըޟǫيٴ᠈ӚχЈݛǫۿྴ᠈Ӛ៵σ ፵ҋǫيٴᕹܫǭ
• 1. ѸϝѐพՀཛྷޟǫᓿဗٚཥΖϠχΉЧΙဗٚχзϮзဗٚၯсኞχӌ ༷ǭཛྷޟҴχพՀᓿܤѸϝѐχ៵၎ѸᚇϚࢸχǭ
• 1. ѸϝѐσபพՀұՍѹᛝۿـϠᛝޟـ්χޟҴǫҤσபพՀ૭ӓޟҴǭ
• 1. ਜᏬΙѨݛЮೌۊǫพՀཛྷޟǫဗٚཥபߜσຣၯԤϠχΓύ(15%)χཛྷޟ ٥ѸϝѐϮ/ۿѸϝѐήϝѐχঠηᇘᖳǫபᇘᖳཛྷޟঠηχ၎ਨҎဗٚཥ٠يٴ Ӕກຽۊχǭ߲ुȟήϝѐȠߦ٠Ꮼ୦ሕཥषྎߵ ౺27 ဝᆭ౺ 28 ဝχೌ ǭۊ
• 1. ܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨχන໋ǫଟѓ Ѹϝѐޟܶཥඦ೦ᝳѝǫѸϝѐဗٚཥพՀཛྷޟǫଟ٠Ѹഌส౺ 13 ߜ ϠБ٦ཛྷޟ٥ঠηᇘᖳ(Ӭԍ)Ϯ٠Ѹഌส౺ 16 ߜϠБ٦٥ܤїᡳϝ້ พՀѝǫيٴᎠཛྷޟᓿЧਓॖ೦ތԍޟܶيٴࡡޟࡤБ٦ᎺҺϠᇘǭ့ਓॖ೦ ތᓿᕹޟܫܶѹᇘᖳޚളџيٴ៵ժǭѸχᇘᖳ៵ӞұՍݠΗ֘σபᡚᆭЫ ΊǭԍޟܶࡤԍޟҴࡡБ٦σـϠᇘཛྷޚޟǫபӔ٪Ҽӌᇘᖳۿᘓ٪Ί ᇘᖳǰԍޟܶѹᇘᖳޚǫபϝ້พՀࢪۿҎۊΊᇘᖳǭ
• 1. ࡡ ౺14 ೌޟވۊܶᓣҺᇘᖳ៵ǫӞәΗҿәۿҕވԭพՀཛྷޟσ፵ҋDZ
• (a) ᆭЫϝѐӔ٪ǬѸϝѐϠഡۿѸϝѐॐᏵԍǰ
• (b) ᆭѸϝѐባՀيٴᇘޟ៵Ꮮᛵڠ/ۿᇘޟ៵ࠟँχୄԍ;
• (c) ᆭѸϝѐባՀшᙦඛϝѐߌۿᇘޟ៵ϝѐχୄԍǰۿ
• (d) ᆭѸϝѐባՀߌᇘޟ៵ըޟχୄԍǭ
• 1. ଟΙѨݛЮѓԍೌۊѝǫѸϝѐܤᆬᡳდϚᒛ߅ቑ၎พՀཛྷޟǫଟ߅ᅼ ཥ٠ᏬΙѨݛЮᇘࢸۿσ፵یჰѝϝ້พՀѝǫᓿඓพՀཛྷޟᕫᚇχԤ ϠχΓ(10%)ǫӞᆬᡳდϚჰѝϝ້พՀǫޟܶཥѓԍၟଦඓБχඦ೦ Ι܃ңᛵۿτϿᘌᘑພٽᛵܤۿҴιฝᒬᑢᘌޟѸϝѐܤǭᝳيٴǫޚᝳ Ѩන໋ǫଟΙѨݛЮѓԍೌۊѝǫѸϝѐᓿڎப߅ᅼཥϮيٴЫУᅼᐉൠيٴ ߅ቑ၎(ղพՀཛྷޟ) (ፌᆬᡳდϚۿᆬᡳდѝ)χਘঈǭ
• 1. ӞΙѨݛЮዻϚǫѸϝѐபဗٚཥЧΖϠχΉЧΙဗٚχзϮзဗٚ ၯсኞӌ༷χᝳǫ೦ၯٗҋॸתۿӤঠηᐖᓧषด(٦Ӭঠηᇘޟ៵ष ด)ǫٗ٠့षดพՀޟҴۿᒞᏮ៵Ǭᇘޟ៵ᏞᛵيٴۿЫபЧڎபޟҴχᜡՖᛵ ٽๆұՍѸϝѐϮ/ۿѸϝѐήϝѐχঠηǫ٣يٴபᇘᖳޟҴǭঠη٠ұՍঠη ᇘޟ៵ЈਙڎபχޟҴǬᒞᏮ៵Ǭᇘޟ៵ᏞᛵيٴۿЫபЧڎபޟҴχᜡՖᛵٽ σபᙦᡚǫәᝠޚ܄σӞԓ॒ǭ߲ुȟήϝѐȠߦ٠Ꮼ୦ሕཥषྎߵ ౺27 ဝ ᆭ౺ 28 ဝχೌۊǭ
• 17B. ѸϝѐபЧ A ࠗըᝳۿ B ࠗըᝳ೦ၯพՀ॒ڂঠη៵ժཛྷޟǭܤ߲ ुพՀ॒ڂঠη៵ժཛྷޟǫيٴพՀኞຽǬพՀሴਨǬพՀҰϮيٴЫٚໟᓿᒜ !ǭۊೌࣣᅼཥχ߅ЮϮݛӱΙѨ

ئ

17C. ٠ᏬΙѨݛЮೌۊǫѸϝѐபЧ A ࠗըᝳۿ B ࠗըᝳǫӞїᡳჰΗҿ χΊີՀԍሴᛵٽχئDZ

• (a) ሃՀཧǬٽཧǬߕཧǬߜᒷཧǬᛵٽཧيٴۿЫ߅ᅼཥਘঈχݛΊۿ ᐉᄣǰ
• (b) ౻Ӕ߅ᅼཥۊ܃ҰχԵΊǬݛΊۿ୮߅ǰϮ
• (c) ѸϝѐۿߦҵཧχဗٚǬᅨჯΊ(Ӭԍ)ϮΊǭ

תժᠹ៵Ҵޟ

1. ӞұՍॹǫӬܷϝѐ၎ѸೆႻϠࢸσӌᜡըޟވҴ(٦Ӭඦ೦ޟᆭըޟ(ǫ ჰұՍᜡըޟҴχ៵ժ(ଟ့ᜡըޟҴχพՀҰѓԍೌۊѝ)χॐάσժᠹת ۿቩЎ(мσ॒ܤӞұՍჰѸഌสχॼसшિཕϮұՍըޟޟܶχ៵ժχ ݠ(መ()ඦ೦ޟޟܶཥЧըᝳ೦ၯǰϮ(Ή)့ᜡըޟҴ(٦Ӭըޟ(χ ॸըޟܶཥЧըᝳ೦ၯǭ

߲ुॸըޟܶཥᓿ፵ҋѸഌสԍޟܶཥϮيٴᝳสχࣣೌۊǫூ့ॸը ޟܶཥχۊݛзኞᓿࢸΊۿΊЧΙࡤԍۿЧЭΊχفҴЭсኞЧΙ ့ᜡըޟҴιพՀχॖᚇ(ӬұՍۦනޟܶཥσـΙुۊݛзኞǫӞൈޟ ܶபᄣԂۊݛзኞ)ǫСଟ့ᜡըޟҴχพՀҰѓԍೌۊѝǫ့ᜡըޟҴχ ǭ៵Ҵԍޟᜡը့ޟԍχࡤ܃يٴǫൠעܤܶޟ

1. ޟҴࡤԍΊࡤԍพՀߌԍᓣҺ៵يٴۿЫ៵ժχұՍᜡըޟҴޚǫيٴ៵ժσә ണۿพՀᆭޟيٴҴՆࣣӌۿӞࡌχيٴЫޟҴԭڐॐάσժᠹۿתቩЎǫ ့ᜡըޟҴพՀҰѓԍܫያೌޚۊσӞԓ॒ǭ.

ޟ

1. Ѹϝѐᓿܤ٠ΙѨݛЮபพՀχЉ૽ 30 ЉϚჰᇘޟΊЧᛒႻЈӻңШޟ ҴǫٗӞңШ߲ϝւχǭܤѸϝѐޟҴιฝᒬᑢᘌܤۿᛵٽᘌᘑພτϿۿᛵ ң܃ΙѨන໋ǫѸϝѐพՀχޟҴபդӈᇐޟ)ղძᡆޟ*ǫٗᓿࢪᛵٽ τߜᅼٚཧᐉᄣฝᒬǭଟဗٚཥѓԍۊѝǫұՍΊσபЧࡤ܃يٴԍχұՍ ǭޟபڎԭҴޟһۿ

ޟ႖ྵ

1. ଟѸഌสѓԍೌۊѝǫဗٚཥபพՀྵ႖ޟǭพՀχྵ႖يٴࡡޟᆭࣣᓿχБ ٦ऻԍۿٝԍୄ(σፌيٴܤॖᚇǬཿሴǬૼᝏǬШ්वيٴۿЫ)Ǭන ॒ǬᓣҺ៵Ǭ៵ǬҰǬ॒ڂǬ៵ժ(мཕܤΙुೌۊχۻݠǫ ᜡըӌޟபຣၯڎܶޟǭӬӌۻЫឝيٴҴχޟᏵְϮ៵)ᆭ୍ڠ៵ע ވྵ႖ޟǫߵԓาྵ႖ޟᓿಌᐿषᆀǭ

Ҵᙦᡚޟ

1. ΜιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨχޟҴǫ܃يٴԍ៵ப٠Ꮼ ΙѨݛЮೌۊωЧᛵܫϮᙦᡚǭଟϝѐݛᆭѸഌส౺ 40E ѓԍೌۊѝǫѸϝ ѐพՀޟވҴᓿшԵҎᙦᡚǭѸϝѐߜๆঠηᇘᖳχޟҴபҎဗٚཥ٠يٴ ກຽ॒ڂঠηӞۊන໋Ϛσபᙦᡚǫூيٴ॒ڂන໋ട߆σபຣၯ 2 Ӻǫۿ ٠ဗٚཥଓيٴۊЫන॒ǭ

2. 1. ᙦᡚޟҴވЅҰᓿЧұՍೌۿ೦ҋׅӻǫۿဗٚཥ٠يٴກຽۊχਨ ӻǫܤۿѸϝѐޟҴιฝᒬᑢᘌܤۿᛵٽᘌᘑພτϿۿᛵң܃ΙѨන໋ǫЧ ᛵٽᘌᘑພτϿۿᛵң܃ೌۊχਨӻǫҎᡚᆭΊۿᡚᆭΊχЭΊᛔ(Ӭ ဗٚཥवǫڐᡚΊҤᓿᛔ)ǫ೨ӌޟيٴ)Ӭԍ)ϮيٴЫဗٚཥபӔवЧ ᛵܫᡚᆭΊԍ៵ࢸԓᡚᆭχᛵᏬǭڐܤᡚΊވӓᅷฝ૭ܤѸϝѐޟܶӓᛒχ ߲ǫᡚᆭΊϔᓿޟࢸҴࡤԍޚǭѸϝѐൠιฝᒬᑢᘌۿӞᛵٽᘌᘑພτ ۊೌࡊݛᒬࣾӻׅᒚᇘχܤܧӓᛒǫЧܶޟࡤҴபᆙޟχΙѨχ܃ңᛵۿϿ χးಉ၎ਈǫ့ࣾᒬᓿЧ౻Ӕ፵ҋܤᑢᘌǬᛵٽᘌᘑພτϿۿᛵң܃χݛ ࡊϮΙѨݛЮೌࢸۊ॒ǭӞޟܶӓᛒߦЧܤܧᒚᇘχׅӻࣾᒬχ߲ඓΗǫӬߑ ឝܤܧܤᒚᇘχׅӻǫѯጻᇐܤܧࢸᒚᇘχݷѸǭ
3. 1. ဗٚཥப܋แฝ૭ұՍޟҴᙦᡚǫଟߑDZ
4. (a) ޟҴᙦᡚЅҰϮيٴᒶߌχޟ)Ӭԍ)ǫϮيٴѣұՍဗٚཥபӔवЧ ᛵܫᡚᆭΊԍ៵ࢸԓᡚᆭχᛵᏬǫιଃңѸϝѐǰ
5. (b) ޟҴᙦᡚЅҰєੂϮᅶޟҴᜡըǰ
6. (c) ޟҴᙦᡚЅҰι፵ྴҋӈ(Ӭव(ǰۿ
7. (d) ޟҴᙦᡚωҼӌࡤԍΊޚǫ့าҼӌࡤԍΊኞѹຣၯ 4 Ίǭ

ۊೌǫѸ໋ΙѨන܃ңᛵۿτϿᘌᘑພٽᛵܤۿҴιฝᒬᑢᘌޟѸϝѐܤ σω፵ҋǭ

• 1. ྴѸϝѐ٠ྚ౺ 41 አଭᒛၯЁฝ૭ЂឲǫޟҴᙦᡚχฝ૭பωአଭǭ
• 1. ܃ԍฝ૭χޟҴᙦᡚЅҰᓿӯܤܢѸϝѐǫұՍဗٚཥ܋แฝ૭χᙦᡚЅ Ұ(ଟੂϮຎޚѝ)ߵᓿᗂๆඓң့ЅҰχΊǭ

Ҵᙦޟ

• 1. ޟܶԔǫठޟيٴҴࢸҼӌࡤԍيٴЫۏҊӯχҼӌࡤԍΊۿ့Ԕޟܶχ ۊݛЭΊǫۿठޟيٴҴഹᐨࡤԍۊݛيٴЭΊǫࢸѸϝѐ܃ᇘۊԍ ៵ٝԍ့ޟҴ៵ੲχΊǭ
• 1. әޟܶԔۿౙԭჰޟҴٝԍ៵ժވΊǫܤဗٚཥ܃шિवࣣވᛵᏬඓ Ѹபᙦᡚ߲ౙۿԔܶޟ့ܤۿԍΊࡤҴχޟ့ࣣࢸǫபᒞᏮฝ૭Ԃࡌз يٴஃพۿᓿᇷңߵԍΊǫࡤࢸᒞᏮฝ૭ԂيٴҴǭӬޟ့ϚᙦᡚҴχዻޟ့ ᛔχਓॖ೦ތωѸϝѐǫҙيٴзԓᒞᏮǫፌߦՍᅶׅǫဗٚཥԍ ҴᙦᡚχฝޟτЎۿแ܋ኣǫݠވҴޟيٴᙦᡚ߲ౙۿԔܶޟ့ࡡ៵ ૭ǭ
• 1. әޟܶԔۿౙԭჰޟҴٝԍ៵ժވΊǫҤᓿٝԍᆭฝ૭ޟࡤԍΊࣣӌވ ޟ৩ϮيٴѣժੲǫӞيٴฝ૭Ԃࢸ့ޟҴࡤԍΊχ߲σபՀ٣ұՍܤѸϝѐ

ࡤҴχޟ့ࣣࢸᒞᏮฝ૭يٴवٗԓΊތ೦ཥபᒶٚǭဗ៵ܶޟཥχܶޟ ԍΊۿᙦᡚ့ޟҴǫठيٴѹܤ 90 ЉϚ٠့೦ތзᒞᏮǫߵဗٚཥபአσЄШ ұՍ့ޟҴᓿபχޟ৩ǬࣽժيٴۿЫ්ໟԶيٴ٠့೦ތзᒞᏮࢸЎǭ

χᝳ

• 1. ѸϝѐபσЧඦ೦ᝳDZ
• ቑ၎ǰࢸኞຽڠҴχᜡըޟቑкχ܃ЧϮࡂᚇވۊೌ܃့ᝳࡡ (a(
• (b) உيٴһۿϠ၎ѸӔ٪ٗϠഡࢸၟيٴԍޟҴॖᚇתάޟވҴǰ
• (c) உ܃ԍۿұՍيٴιᛝޟـҴᙦඛޟࢸٗஉ့ޟҽᙦඛࢸұՍॖ७ވ ιᛝޟـҴǰ
• (d) உيٴԍޟҴχһۿϠҽϠഡࢸၟԍޟҴॖᚇתβޟވҴǰЧϮ
• (e) ᎄଟұՍӞᝳ೦ၯχЉۏѹࢸұՍΊڎபۿӌ༷ڎபޟވҴٗ٠Ꮼ့ ೆᎄଟޟҴχኞᚇෞ϶၎Ѹǭ
• 1. (A) ѸϝѐҤபЧըᝳDZ
• (a) ᠹيٴתӓᅷǰ
• (b) ଟϝѐݛѓԍೌۊѝǫ٠ࡊݛшχЈӻෞ϶يٴ၎Ѹڠ၎Ѹ᠈Ӛྎങ ǰЧϮ߅
• (c) Ѹϝѐப٠ྚΙѨݛЮϮϝѐݛχೌۊີՀӔ٪ǭ
• 1. ѸϝѐҤшபЧ A ࠗըᝳۿ B ࠗըᝳDZ
• (a) ጃ฿ǬᠹۿתЎܤзઑيٴһᔳཧǬڸᔳۿᆭЫΊҼӌ ᔳχڇᝳǰ
• (b) ᙦᡚيٴһۿұՍУवϠχᔳཧۿૻౙǰ
• (c) ڐᡚЫΊވһᔳཧۿૻౙԭჰϝѐᔳၥԍॐάተ៓ޚǰ
• (d) ࡡΙѨݛЮີՀѸϝѐχϠഡǰ
• (e) ئพՀيٴԍሴᛵٽǰ
• (f) ဗٚٚཧ࿚ЎՀࢸχшǰ
• (g) ٠Ꮼ౺ 17B ೌۊพՀ॒ڂঠη៵ժཛྷޟǰЧϮ
• (h) ЧพՀཛྷވޟЈӻϠࢫϠۿһޟވ৩ࣽۿժǭ
• 1. ଟϝѐݛǬѸഌสϮΙѨݛЮۊݛܤзኞѓԍೌۊѝǫൠѸϝѐχဵජѸ ϝѐᓿDZ

• (a) ӬѸϝѐәݛЄᓿڀනχୄԭᝳԵᜢဵජޚǫඦ೦ᝳ೦ၯǰ ۿ

• (b) ӬѸϝѐә්߲ЧѝχٚҎԭᝳԵᜢဵජޚǫըᝳ೦ၯǭ
• 1. Ӟ٠Ꮼϝѐݛχ߲ඓΗǫӬޟܶཥᝳ೦ၯΙु౺ 32 χ౺(a), (b), ۿ)c) ්χ ٚໟǫұՍܤ့ޟܶཥ߲Чਓॖ೦ތѸϝѐҙϯჰ့ᝳਙٗܤ༊ࡌӞ့ޟܶ ཥΙҙϯჰχޟܶǫபܤ့ᝳЉࡌ 20 ЉϚፅѸϝѐЧྴϝѪሴਨԆພ ့ǫᝳڇЉϚၩԂԆພ 60 ࡌЉ့ᝳܤܶޟ့ҴǭठѸϝѐѹિᆭޟχһيٴ ޟܶபܤԓ 60 Љන໋ၯࡌχ 30 ЉϚᕹፅұՍᆬᡳᅼᖻݛଚࢸሴਨχກۊǫ ԓກيٴܤۊபܤїᡳЧѝೆ܄ᇘٗୱՀχ॒ࡂϚǫܤѸϝѐϮඓзፅχޟܶ ໋ൠກۊχሴਨԍያۊχܜΑǭ

Ӟ٠Ꮼϝѐݛχ߲ඓΗǫӬѸϝѐވұՍᔳཧᝳີՀϠഡۿ୍ᆭᆭيٴЫϝ ѐχӔ٪ǫൠԓٚໟܢఌ៵ٗЧਓॖعۿ)ຉ૭ᒬޚ(Ӟޟܶཥ߲ޟۿܶ ཥີՀτҙᝳχޟܶǫபܤ့ᝳЉࡌ 20 ЉϚवѸϝѐЧྴϝѪሴਨ ڇЉϚၩԂԆພ 60 ࡌЉ့ᝳܤܶޟ့ҴǭठѸϝѐѹિᆭޟχһيٴᖳພ ᝳǫ့ޟܶபܤԓ 60 Љන໋ၯࡌχ 30 ЉϚᕹፅұՍᆬᡳᅼᖻݛଚࢸሴਨχ ກۊǫԓກيٴܤۊபܤїᡳЧѝೆ܄ᇘٗୱՀχ॒ࡂϚǫܤѸϝѐϮඓзፅ χޟ໋ܶൠກۊχሴਨԍያۊχܜΑǭ

ޟҴχ᠈ӚᆭພӚ

• 1. ଟϝѐݛǬΙѨݛЮϮѸഌสѓԍೌۊѝǫѸϝѐԍ៵พՀшҎޟܶۿѸϝѐ Հ٣Ӛ៵ۿ᠈Ӛ៵ޟވҴǭ
• 1. Ѹϝѐԍ៵٠ϝѐڠݛΙѨݛЮЧұՍӔވݛ၎߅)мϝѐ၎Ѹ)ǫЄШيٴ᠈ ӚޟيٴҴχޟ්ǭ
• 1. ш᠈ӚޟҴχ᠈ӚሴਨيٴۿषᆀЈӻᓿҎဗٚཥӞ့ޟҴพՀۿพՀ߲ ҴǭޟӚ᠈шࢸҴޟ့ܫ૭ޟҴχޟӚ᠈шჽǭۊ
• 1. ଟΙѨݛЮǬ౺ 38B ᆭ౺ 39B ѓԍೌۊѝǫඦ೦ᝳ೦ၯٗ៵ພӚχ ЈӻᆭҰǫဗٚཥபЭѸϝѐࡡྚᆭޟܶވӔ༷ޟۿҴพՀވ්ພӚϝ ѐވұՍޟҴ(мш᠈ӚޟҴ)ǫٗ٠ྚΙѨݛЮϮඦ೦ᝳ៵χພӚЈӻ ᆭҰЄШພӚሴ්ǭ
• 38B. ਜᏬΙѨݛЮǫѸϝѐபဗٚཥΖϠχΉЧΙဗٚχзϮзဗٚຣၯΉ Ϡχӌ༷ǫພӚӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨχѸϝѐޟҴǭ߲ुဗٚ ཥχᝳϮ့ᝳχୱՀׅǫᓿܤടԒχޟܶཥӒޟܶോւǭӬѸϝѐ ѹિ٠Ꮼ߲ुဗٚཥᝳְԂພӚӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨχѸϝѐ ോւǭܶޟཥӒܶޟԒχടܤҴǫᓿޟ
• 1. ᠈Ӛሴ්பࡡϝѐݛϮѸഌสχೌۊЄШχǭᒟۦЄШ᠈Ӛሴ්உσተ៓ޟҴ χ᠈ӚǫӬᒟۦຣၯ 30 ЉߵޚᓿԵےනЉ૽ԶძሕШ්ЎЄШժ৩ǫيٴժ ࡡဗٚཥܤ፵ྴχፊࡌՎᆀـЧЭथឝ້ A ᜡሃՀჰࣣӌჵඓ ٥ވ 30 Љӯ්ժषχǭ

39B. ѸϝѐபЧ A ࠗըᝳۿ B ࠗըᝳ೦ၯЧѸϝѐޟѸيٴۿЫӔݛЁۿ ၎߅ີՀޟҴχພӚٗᎄଟ့าພӚχޟҴǭ٠Ꮼ߲ुೌۊພӚٗᎄଟχޟҴ ኞຽǫᓿ٠ᏬޟܶӑԵχޟࡤБ٦ࢸχǭ

ѸϝѐЧޟيٴѸيٴۿЫӔݛЁۿ၎߅ີՀޟҴχພӚǫபЧЄШۿ߅ң Ш၎ౙ(ղߑ߅(ωޟܶǭ့าңШχ၎ౙᆭܙбχ၎Ѹኞᚇǫᓿ A ࠗը ᝳۿ B ࠗըᝳ೦ၯᆭԆڐ့า၎ౙχޟܶވӌ༷ǭဗٚཥᓿޟܤܶཥ߲ உ့า၎ౙχሴ७ᆭܙбχ၎ѸኞᚇǫଃңτѾ୦ཥषਘᛔᛵǭ

ޟᙉ

• 1. ޟҴߑᛝޟـ්σபࢸ᠈ӚǭѸϝѐພӚǬ᠈Ӛڎۿப(೯ၯᗂيٴۿЫЈӻ) χޟҴபѸϝѐᒞᏮ٠ᏬϝѐۿݛΙѨݛЮೌۊҜղຆᎄۿЧᙉޟЈӻࡤ ԍǭठဗٚཥѹࣣܫࡧޟҴᓿЧᙉޟЈӻࡤԍǫ့าޟҴᓿωЧຆᎄǭ
• ࢫЫϠيٴЄШѸϝѐ၎ౙχۿܢժǫҤσபพޟЄШۿܢǫσபพޟᙉܤ .B40 (мథᆀӒޟܶϠࢫ၎ౙ)(ፌЧيٴۿ߅Ыׅӻ)ǭ
• 40C. ޟܶӓᛒτᓿஉѸϝѐ૭ၠࢸᙉޟχࡤԍΊǫூDZ
• (a) σᓿЧұՍҎஉѸϝѐޟࢸܶǫСσᓿՀ٣ұՍܤᙉޟχ៵ ժǫСұՍՀ٣့า៵ժχУத֘ᓿឝਆǰ
• (b) ᙉޟӞѸϝѐχұՍཥᝳτ֘σᓿދۿ୍໋ᆭǫСܤұՍ ॹ֘σᓿஉᙉޟषΌιพՀޟҴᕫኞǫፌո୮ܤѸഌสۿϝѐݛ χҕވǫᙉޟঈЧιᛝޟـ්χࣽժޟޟҴǫ့าχޟҴ ᓿࢸᙉޟǭ
• 40D ଟѸഌส౺ 40E ᆭΙѨݛЮѓԍೌۊѝǫᙉޟபѸϝѐЧဗٚཥۊχ ්ᆭҰωЧಷϠǭӬᙉޟχພӚߦ٠ᏬΙѨݛЮࢸᙦᡚωঠηǫѸϝѐ ப॒ڂঠηӞۊන໋Ϛσபᙦᡚǫூ॒ڂන໋ടࢸ߆ΉӺǭ
• 40E. ଟΙѨݛЮѓԍೌۊѝǫϝѐЧ՜ܤძሕພӚޟҴχѪ֘ሴਨᙦᡚωঠηǫᓿ ៵ܶޟǫзχзܶޟҴᕫኞၯсኞޟιพՀཥԍЭܶޟԒട ΖϠχΉЧΙχӌ༷ǫٗᓿܤ့ԒޟܶཥыٚҎτҿᖇٗᇜܫΗҿٚໟǫσ பЧᖆᝳඓзDZ
• (a) ۊ܃ᙦᡚሴਨǬנሴБǬषᆀ٠ᏬϮӔۻǭ
• (b) ᙦᡚޟኞǬҕވϮӔۻǭ
• (c) ᇘޟঠηχ၎ਨҰϮபᇘᖳχޟኞǭ
• (d) ჰޟܶ៵ੲተ៓ٚໟDZ(i) шિປҋϦχ߅ᚇϮჰϝѐࣝޟᎠฬក ׅǭ(ii) ᇜܫ՜ܤძሕພӚޟҴχѪ֘ሴਨᙦᡚωঠηჰϝѐ೮Ԃχૻୄ ऻᏳǭ

ᐌԒޟܶཥ೦ၯСιᙦᡚωঠηχޟኞǫಌषσபຣၯϝѐιพՀޟҴᕫኞχ ԤϠχύǫСഹᇘޟঠηڐيٴᡚޟኞಌषσபຣၯϝѐιพՀޟҴᕫኞχΦ Ϡχύǭ

ޟҴଭЎၯЁЉۿ୮ྎЉ

• ڎም៵ԍۿۿǬзތ೦ڐ້ཥыܶޟනۦۿཥܶޟӞ៵ԍۊΈያࢸ 41. ޟ৩ޟވܶǫࢸۿΈұՍيٴЫҎያޟۊܶǫဗٚཥபೌܤۊۊන໋Ϛ ଭЎޟܶӓᛒᠹתฝ૭ǭܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿ ᛵң܃ΙѨχන໋ǫӺޟࡂܶཥы້Љ(֍ޟܶཥྴЉ)߲Զ϶ 60 ЉϚǬ ᖆޟܶཥы້Љ(֍ᖆޟܶཥྴЉ)߲Զ϶ 30 ЉϚϮޟܤ৩Ϡࢫ୮ྎЉ (֍ޟ৩Ϡࢫ୮ྎЉྴЉ)߲Զ϶ 5 ЉϚǫᓿଭЎޟܶӓᛒᠹתฝ૭ǭ
• 1. ଟଭЎޟܶӓᛒᠹתฝ૭ѝǫဗٚཥҤபࣣۊ୮ྎЉЧያۊԍ៵Ӟޟܶཥ ۦۿනޟܶཥы້ڐ೦ތǬзۿۿԍ៵ምޟڎ৩ޟވܶǭӞဗٚཥ ࡡѸ(౺ 42 )ۊ୮ྎЉޚǫ့୮ྎЉᓿसӞޟࢸܶཥ(ܤыޟܶཥϠ) χ߲ǫСဗٚཥᓿҜղ٠ᏬΙѨݛЮǫ߅ܤᅼཥϮᛵٽᘌᘑພτϿۿᛵң܃ ᆒગΙϝւχǭވۊࡧ܃

ཥܶޟ

• 1. ଟӺޟࡂܶཥѝχ܃ԍޟܶཥǫᓿᅷࢸᖆޟܶཥǭ
• 1. ဗٚཥபܤұՍيٴᇘࢸ፵ྴыޟܶཥǫѸϝѐᓿཥषӺࡂΈࡌ 6 ॸЋϚы້ӺޟࡂܶཥǫٗᓿӞޟܶཥы೦ތτޟࢸܫܶཥǭ
• 1. ဗٚཥᓿޟܤܶཥඓзോւ(Ӭԍ)ǫܤѸϝѐޟҴιฝᒬᑢᘌϮ/ۿӞᛵٽᘌᘑ ພτϿۿᛵң܃ΙѨχන໋ǫ܃يٴԍޟܶཥࣚᓿܤᆬᡳდϚы້ǭӬဗٚཥ ᝳӞᆬᡳდѝы້ޟܶཥǫѸϝѐᓿܤဗٚཥ೦ၯ့ᝳਙޟܤۿܶڎபᔥ Ǭ߅ᅼཥЧϮᛵٽᘌᘑພτϿۿᛵң܃ਘঈࡌࡌ 2 ЉϚҐോᛵٽᘌᘑພ τϿۿᛵң܃ਘঈǭ
• 1. ᖆޟܶཥபҎဗٚཥ٠ᝠឲӺЧΙࡤԍѸϝѐιพՀޟҴᕫኞԤϠχΖ (3%)ЧΙǫСԍ៵зޟܶཥٗՀ٣៵χޟܶඓзܤᒛٚಷޟۿୄЭᐉ ᄣၠܫыҕވχਓॖፅԭы້χǫܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌ ᘑພτϿۿᛵң܃ΙѨχන໋ǫॺޟܤܶඓзፅࡌ ૽15 ЉϚǫဗٚཥѹы ᖆޟܶཥǫߵඓзፅχޟܶபࡡѸഌส౺ 48 ೌۊχЈӻٗᎺшિࡡဗ ٚཥபыޟܶཥχЈӻǫԵՀыᖆޟܶཥǭ܃ԍәဗٚཥσыޟܶཥ ԭҎඓзፅχޟܶԵՀыᖆޟܶཥވປҋࣚᓿҎѸϝѐᓤᗂǭ
• 1. ѸϝѐӬဗٚཥǫܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵ ң܃ΙѨχන໋ǫᝠឲӺЧΙࡤԍѸϝѐιพՀޟҴᕫኞԤϠχΖ(3%)ЧΙ χޟܶǫபᎺшિࡡဗٚཥபыޟܶཥχЈӻǫԵՀыޟܶཥǭ

ތཥ೦ܶޟ

• 1. ұՍӺޟࡂܶཥχыǫԶ϶ᓿܤ 30 Љ߲Чਓॖ೦ތӑޟܶǫұՍᖆޟܶ ཥχыǫԶ϶ᓿܤ 15 Љ߲Чਓॖ೦ތӑޟܶǭ೦ތχพзЉۿࢸพз ЉϮଃၩЉᓿσωषΌǭ့೦ތᓿၠܫཥᝳӝᗱǬЉනǬ໋ڠыٚҎǭॺ Ѹϝѐڎபޟܶχ߲ٚӌ༷ǫޟܶཥχ೦ތபЧ႔ή೦Јӻࢸχǭ
• 48B. Ѹϝѐᓿޟܤܶཥ້ཥԶ϶ 30 Љ߲ۿᖆޟܶཥ້ཥԶ϶ 15 Љ߲ǫϝւޟ ܶཥ້ཥ೦ތਓǬڸਓҋધǬԍ܄ᇘਙǬ૯ፌਙǬᒞұۿဵұဗٚۿᅨჯ Ί(Ӭԍ)ٚໟาӑໟᝳਙχਙҎϮᇜܫ၎ਈǭ

ӬѸϝѐӌ༷ޟܶ٠Ꮼ౺ 67 ೌۊபЧਓॖۿ႔ήЈӻՀ٣៵ǫѸϝѐ ᓿஉ߲ु၎ਈϮਓॖՀ٣៵ҋધǫ٪ӌஃଃๆޟܶǭ

• 1. ဗٚཥᓿጊᇐޟܶཥᝳٚЂдǫ૭ၠ့ޟܶཥχᝳส(м܃ԍᔌܤ့ޟܶཥ ᝳχᝳᚉϮٚໟ)ǫٗᓿ٠ΙѨݛЮшχЈӻஉ့ᝳٚЂдϮيٴЫࣣ၎ਈܤ ޟܶཥ້ཥ߲Զ϶ 21 Љ߲ޟۿܶᖆཥ້ཥ߲Զ϶ 15 Љ߲ϝւǭဗٚཥٗ ޟΊݛۿܶޟވΊзЭڸۿԍᑺԵ܃ЂдϠพๆ့ᝳٚཥஉܶޟ့ܤᓿ ܶχЭΊǭ
• 1. Ηҿٚໟᓿޟܤܶཥы೦ތτҿᖇǫσபЧᖆᝳඓзDZ
• (a) ᒞұۿဵұဗٚۿᅨჯΊ(Ӭԍ)ǰ
• (b) ᠹתങᒬϮ/ۿѸഌสǰ
• (c) ѸϝѐχဵජǬޟҴᙦඛ(٠ᏬΙѨݛЮۊ(ǬӔ٪ۿϠഡǰ
• (d) ጃ฿ǬᠹۿתЎܤзઑѸϝѐһᔳཧǬڸᔳۿᆭЫΊҼ ӌᔳχࠟँǰ
• (e) ᡚᆭѸϝѐһۿұՍУवϠᔳཧۿૻౙǰ
• (f) ڐᡚЫΊһᔳཧۿૻౙԭჰϝѐᔳၥԍॐάተ៓ޚǰ
• ǰٽᛵχԍሴ፝ۻ៵ޟۇٴพՀئ (g(
• (h) ဗٚٚཧ࿚ЎՀࢸχшǰ
• (i) ЧพՀཛྷޟЈӻϠޟࢫ৩ϮࣽժχһۿϠǰ
• (j) உࣝۊݛᎠϝᐿϮәพՀޟཿሴڐۿምᆭ܃பχ၎Ѹϝᐿχһۿ ϠǫЧพՀཛྷޟЈӻǫޟࡤࡡБ٦ϠᆭޟܶޚǰЧϮ
• (k) ਜᏬࡊݛೌۊǫஉࣝۊݛᎠϝᐿϮәพՀޟཿሴ܃பχ၎Ѹϝᐿχһ ۿϠǫЧพܢ߅ЈӻǫޟࡤࡡБ٦Ϡᆭޟܶǭ

ଟϝѐۿݛѸഌสѓԍೌۊѝǫޟܶபޟܤܶཥඓਙǫூЧᝳਙϚዻ ǭ॒ࢸޚ

־ཥχสܶޟ

• 1. ޟܶཥߑၩۊݛзኞǫσபࢸұՍᝳǭଟѸഌสѓԍೌۊѝǫޟܶཥۊݛ зኞᓿԍЭιพՀޟҴᕫኞၯсኞχԍ៵ޟܶᑺԵڸۿЭΊз ǭ
• 1. ᄉԶ့ԒଭЎၯЁන໋߲ࡤԍιพՀޟҴᕫኞԤϠχ(1%)ЧΙχޟܶǫபЧ ਓॖӒѸϝѐඓзӺޟࡂܶཥᝳਙǭѸϝѐᓿࡡΙѨݛЮ܃ϙχЈӻǫܤ ဗٚཥᇘࢸ፵ྴވ໋ǫϝւڐޟܶඓਙχӝᗱڠන໋(σப϶ܤ 10 Љ)ǭұ Սيٴඓਙࢸဗٚཥ܃દχޟܶǫϔԍ៵ᑺԵۿҎڸЭΊۿྴ့ޟܶݛࢸ ΊǫҎيٴЭΊз့Ӻޟࡂܶཥ୍ٗᆭ့ᝳਙχ૯ፌǭ

ԍΗҿׅχޚǫဗٚཥப܋แޟܶχඓਙС့ᝳਙσபܤ့Ӻޟࡂܶཥ ૯ፌDZ()ඓਙޟܶܤဗٚཥसۊχޟܶӓᛒ୮ྎЉۿᄉԶ့ԒଭЎၯЁන໋ ߲ǫޟࡤѹၩιพՀޟҴᕫኞԤϠχ(1%)ǰ(Ή)يٴඓਙࡡΙѨݛЮޟߑܶཥ ܃பᝳޚǰ(Ζ)ඓਙຣၯໟǰۿ)ћ)ၲဗٚཥसۊχڐᄉЎЉනڿඓз ޚǭѸϝѐᓿܤพз့Ӻޟࡂܶཥы೦ތ߲೦ޟތܶඓਙχ฿ܷǫٗܤ့ ы೦ތτҿᖇદபܤ့Ӻޟࡂܶཥ૯ፌٗχᝳਙǭဗٚཥᓿܤ့ Ӻޟࡂܶཥᇜ܋ܫแદޟܶඓਙχҎǭ

• 1. ଟΙѨݛЮѓԍೌۊѝǫޟܶཥӬҎဗٚཥ܃ыǫيٴУᓿҎဗٚ߆)Ӭԍ) Ᏻұχǫဗٚ߆ፅମۿәσિՀ٣ᙄ៵ǫҎဗٚۊࡧ߆ဗٚΊЭχǫ ဗٚ߆ѹۊࡧЭΊޚǫҎဗٚόΊЭχǭ
• 1. ଟΙѨݛЮѓԍೌۊѝǫޟܶཥӬҎဗٚཥЧѝχيٴЫы៵ΊыޚǫУ Ҏ့ы៵ΊᏳұχǫы៵ΊԍΉΊЧΙǫᓿόΊᏳұχǭ
• ࢸЈӻעᓿЧᝳވՀີཥΙܶޟѝǫӞұՍۊೌЮѓԍݛଟΙѨ 55. χǫԂۿϯჰ့ᝳχ៵ኞۿБ٦ᓿ૭ၠܤཥᝳ૭ᒬǭ
• 1. ଟϝѐۿݛѸഌสѓԍೌۊѝǫұՍӞޟܶཥΙඓңᝳǬӌ༷Ǭያᇘۿદ χٚໟǫᓿඦ೦ᝳ೦ၯǭ
• ΙѨۿǭଟѸഌสۊעۿᝳߌσபཥУܶޟΗǫݠވӌࣣኞ៵Ӟ 57. ǭߵᝳٚೌཥܶޟѝǫѸϝѐᓿѓᒜӱۊೌЮѓԍݛ

עܶޟ

1. ଟѸഌสѓԍೌޟۿۊҴѓߌԍұՍ៵ժۿ॒ڂѝǫᑺԵзڸۿЭ ݛǭଟϝѐ៵ԍ֘Ҵޟވԍࡤ܃يٴǫൠՀີܤܶޟχΊз ۿѸഌสѓԍೌۊѝǫұՍޟܶཥχᝳᓿЧඦ೦ᝳࢸχǭ

ܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨχන໋ǫұՍޟ ٣ϠըՀχፅܶޟੲڐ့பਜᏬܶޟ့ǫҴޟԍࡤܶޟੲڐЫيٴࢸܶ ៵ǭܤ߲ुϠըՀ٣៵χ၎ਨҰǬ፵ҋዻǬՀ٣ЈӻǬՙཧส־Ϯ يٴЫᓿᒜ൲ٚໟǫᓿᒜӱΙѨݛЮχೌۊǭ

DZ៵ҴޟԍχΗҿࡤܶޟ 59.

• (a) Ѹϝѐ٠ᏬϝѐݛǬѸഌสᆭΙѨݛЮೌࡤ܃ۊԍχᙉޟǰ
• (b) ೆѸϝѐࡤԍιพՀԍ៵χޟҴᕫኞۿ၎Ѹᕫᚇຣၯсኞχឝϝ ۿҴǰޟԍѸϝѐχࡤ܃ǫ)ۊೌЮݛᏬΙѨ٠ۊ)ѐ
• ۿҴᕫኞޟχ៵ιพՀԍيٴԍࡤ໋ۿދឝϝѐيٴೆѸϝѐϮ) c( ၎ѸᕫᚇӔषຣၯсኞχЫϝѐǫࡤ܃ԍѸϝѐχޟҴǭ

ၫϯΙुೌۊՀ٣χ៵ܤषᆀ౺ 51 χۊݛзኞǫσषΌιพՀޟҴ ᕫኞǭ

• 1. ൠҼӌࡤԍχޟҴǫ܃ԍҼӌࡤԍΊᓿόՆЭՀ٣ޟيٴܶ៵ǫҎ့Э ᑺԵڸۿЭΊՀ٣χ៵ᓿԍଟيٴЫҼӌࡤԍΊՀ٣χ៵χਆ Αǭ
• ҎۿঠཥڸيٴшҎ៵يٴǫޚᆉઊџࢸۊଚກݛᅼᖻۿᆉઊલܶޟ 61. ့ݛଚۇٴࢫࡧ܃ԍᆭڸঠཥࣣӌлિχيٴЫΊيٴۿЭΊǬᅨឿΊيٴۿЫݛଚ ۇٴۊࡧᅨჯΊۻ፝χΊՀ٣χǭ
• 1. ޟܶபЧ೦ۿχׅӻۿဗٚӌ༷χيٴЫׅӻзۇٴѸϝѐӈพχڸ ۇٴཥЧзܶޟܤܶޟཥǭܶޟΊзЭڸǫዻ៵ܫၠਓǫ ΙुχڸਓǫٗЧڸΊࢸ॒ǫᓿޟܤܶཥ້ཥ 5 Љ߲ଃၩϝѐǫڸਓ ԍॐጻǫЧടҺଃၩࢸޚྎǭᕹܫᄍᎄ߲ڸޚǫσӞԓ॒ǭ
• ٣႔ήЈӻՀۿॖఖЧਓۿཥܶޟఖᑺԵзܶޟǫӬࡌਓଃၩѸϝѐڸ .B62 ៵ޚǫᓿޟܤܶཥ້ཥԶ϶ 2 Љ߲ǫЧਓॖӒϝѐࢸᄍᎄڸχ೦ތǭӬၲ ߲ुන໋ࢸᄍᎄޚǫᓿЧڸЭΊзՀ٣χ៵ࢸྎǭ
• 1. ڸਓਨӻχਨӻᓿဗٚཥלঈǫٗၠܫ٣ҋܤޟۊܶཥǫيٴϚԶ϶ ᓿм)a)༛ތǰ(b)ޟܶڸՀ٣ٚໟǰϮ(c)ޟܶǬቲΊ(Ӭԍ)ǬڐЭ Ί୮Ѹ၎ਈาໟҕǫٗܤஃพۿЧ႔ήЅҰଃޟܶཥы೦ތӌߌଃ ޟܶǭፌѸഌสոѓԍೌۊǫы೦ތϮڸਓҋધᓿϠพω܃ԍޟܶǫ СፌߦЧஃพۿЧ႔ήЅҰଃǫᓿܤӌЉࢸχǭ
• 1. ڸਓҎڸΊۿيٴਓॖ៵χЭΊᑺิᛔǭӬڸΊࢸݛΊǫ ߵመ့ݛΊχӈഌۿҎ့ݛΊ៵χଦતᙄঠۿЭΊᑺิᛔǭڐЭΊ σመޟࢸܶǭ
• 1. ଟτѾ୦ߕٚཧۿτѾ୦ᛵٽУᅼᐉਘঈޟވୄЭᐉᄣϮ٠Ꮼ౺ 68 ࢫࡧУѝǫΊӌڐΉΊЧΙޟܶڸǫيٴЭχ៵σபຣၯ ιพՀޟҴᕫኞ៵χԤϠχΖ(3%)ǫຣၯيٴຣၯχ៵ǫσωषᆀǭ
• 1. ܤΙѨݛЮवχዻϚǫޟܶჰܤඓңޟܶཥӌ༷χඓਙٚໟ(Ηᅷȟඓਙٚ ໟȠ)ǫԍԵفժৄߦगԍৄܤѸϝѐժੲχရǫൠ့ඓਙٚໟσபᑺԵۿ ЭЫޟܶۿЭݛΊޟܶՀ٣يٴѸшՀ٣χұՍ៵ǫيٴσபՀ٣ ៵χޟҴኞϔᓿषΌ౺ 51 χۊݛзኞǭൠ့ඓਙٚໟχᝳǫұՍၫϯΙ ້ೌۊՀ٣χ៵σᆀΌιзޟܶχ៵ኞǭ
• 1. Ѹϝѐы້ޟܶཥǫபՀЧਓॖۿ႔ήЈӻՀ٣يٴ៵ǰѸϝѐ౻Ӕ ވཥܶޟࢸǫᓿஉ႔ήЈӻҿޚۊೌχע႔ήᅼཥ႞ѩχϝѐᓿ߅ ៵Հ٣ᅼၧχǭဗٚཥܤۊτѾ୦დѝы້ޟܶཥޚǫᓿඓ٥ޟܶப ՀЧਓॖۿ႔ήЈӻՀ٣៵ǭ
• 1. Ѹϝѐы້ޟܶཥǫபՀЧਓॖۿ႔ήЈӻՀ٣يٴ៵ǰيٴՀ٣Јݛ ᓿၠޟܤܫܶཥы೦ތǭ٠Ꮼ౺ 67 ೌۊЧਓॖۿ႔ήЈӻՀ٣៵χޟ ܶǫڸࢸޟܶཥУ٠Ꮼ့ਓॖۿ႔ήЅҰχࡧҙЭޟܤيٴܶཥՀ٣يٴ ៵ǫൠ့ԒޟܶཥχᖆᝳϮᝳਙχॼѼǫࢸఌ៵ǫூ߲ुχڸ ᓿࢸσᄣԂΙѨݛЮχڸЭΊೌۊǭҎУЭޟܶǫσபЧ့ਓ ॖۿ႔ήЅҰѹၠχЈӻՀ٣့ޟܶχ៵ǭ

ӞѸϝѐޟҴιฝᒬᑢᘌܤۿᛵٽᘌᘑພτϿۿᛵң܃ΙѨන໋ǫѸϝѐܤ τѾ୦დѝы້ޟܶཥǫᓿܤτѾ୦დϚڸ߅ᅼཥǬᛵٽᘌᘑພ τϿۿᛵң܃ਘшχޟୄЭᐉᄣǫЧಷ့ԒޟܶཥχՀٚی)мσ॒ ǭ)یٚעܶޟڐܤ

• 1. ޟܶᓿޟܤܶཥыԶ϶ 2 Љ߲٠Ꮼ౺ 67 ೌۊӒѸϝѐЧਓॖۿ႔ήЈӻඓ зǭठޟܶӒѸϝѐඓз 2 ҴЧΙχਓॖۿ႔ήǫᓿЧ٠Ꮼ౺ 68 ೌ ۊЧ౺Ҵਓॖۿ႔ήඓзޟܤܶཥУχڸࢸྎǫχࡌඓзχਓॖ ǭ॒ǫσӞԓޚ႔ήۿॖਓ߲ҙᄍᎄҺܫ႔ήۿ
• ܶޟܤǫԶᒟᓿޚཥܶޟǫఖᑺԵзࡌ႔ήЈӻඓзۿॖιЧਓܶޟӬ 70. ཥ້ཥ߲ 2 ЉǫЧਓॖۿ႔ήЈӻᄍᎄيٴǫيٴχᄍᎄᓿᄣԂ౺ 68 ೌ ႔ήۿॖඓзਓۊೌ 67 ౺Ꮼ٠ιܶޟχᄍᎄǭӬཥУܶޟڸᅷ܃ۊ ޟڸᅷ܃ۊೌ 68 ౺Ϯ႔ήۿॖਓيٴǫᓿЧޚيٴᄍᎄ॒න߲ुຣၯ ܶཥУࢸྎǭ

يٴΊЭЭڸਓڸǫѓЧࡌ႔ήۿॖඓзਓۊೌ 67 ౺Ꮼܶ٠ޟӬ зޟܶཥޚǫᓿࢸ ౺68 ೌ܃ۊᅷڸޟܶཥУχᄍᎄǫٗЧ့ڸЭ ΊзՀ٣χ៵ࢸྎǭ

1. ޟܶཥχыสيٴۿ־ᝳЈݛǫၫϯϝѐݛǬΙѨݛЮۿഌสǫޟܶபܤ ᝳЉ૽ 30 ЉϚຐፅᅼᖻݛଚᄍᎄيٴᝳǫٗபЧۇٴങᅼᖻ៵χݛଚ(мᆬ ᡳїоӝЈݛଚǫӬ፵ҋ)ࢸᅼᖻݛଚǭ

ЭΊϮڸਓχቲ

1. ܤѸϝѐޟҴЧฝᒬܤᑢᘌܤۿᛵٽᘌᘑພτϿۿᛵң܃ΙѨන໋ǫұՍ ޟܤܶཥзχЭΊϮڸਓቲาࣣٚیᓿᒜӱΙѨݛЮೌۊǭ

ݛΊЭзχཥᝳ

1. ޟܶۿဗٚࢸݛΊǫшҎيٴဗٚཥيٴۿЫำᐉᒞзيٴᇘࢸӔ፵χΊ ᒞيٴࢸЭ୍ᆭұՍϝѐཥᝳǫۿұՍॸըᜡըޟܶχཥᝳۿဗٚཥཥᝳۿ ဗٚڸঠཥཥᝳǭ့៵χЭΊபЭݛΊՀ٣့ݛΊшՀ٣ވұՍޟܶ ۿဗٚ៵Αǭ

ဗٚ

1. ଟޟܶཥѓԍᝳѝǫѸϝѐဗٚཥǫဗٚσப϶ܤύΊǫيٴτᐨҜဗٚ Ίኞσப϶ܤΖΊСᐨҜဗٚᓿၩһᡆဗٚԒύϠχͺЧΙǫيٴτԶ϶Ί ᓿӞτѾ୦ԍЁǭܤѸϝѐޟҴܤᛵٽᘌᘑພτϿۿᛵң܃ΙѨχන ໋ǫဗٚཥχᐨҜဗٚԒᓿ౻ӔࣣݛЮۿΙѨݛЮܤѝ୦พՀΊχೌ ǭۊ

ӬޟܶݛߦΊǫபҎيٴЭΊྴᒞࢸဗٚۿᅨჯΊ(Ӭԍ)ǭӬݛΊޟܶχЭ ΊԍኞΊǫ့าЭΊபϠըྴᒞဗٚۿᅨჯΊ(Ӭԍ)ǫσபӌྴᒞဗٚ ϮᅨჯΊ(Ӭԍ)ǭ

1. ᐨҜဗٚᓿۇٴങஈཧތᛴǫСܤୱՀཧୄዻϚᓿࡤߜᐨҜۻǫσபᆭѸϝѐ ԍދۿ໋χժৄߦǭᐨҜဗٚχஈཧ၎ਨǬޟࡤᆭংᙄ॒ڂǬᐨҜۻχ ᇘۊᓿ౻ӔΙѨݛЮχೌۊǭ

ᐨҜဗٚә၎ਨσ౻ǬᜆᙄۿәσҽᏳұဗٚǫगيٴΊኞσـѸഌสۿΙѨ ݛЮೌވۊΊኞǫᓿܤടԒޟܶཥိᒞχǭ܃ԍᐨҜဗٚ֘၎ਨσ౻Ǭ ᜆᙄۿәσҽᏳұဗٚǫᓿܤٚძพҊχЉ૽ 60 ЉϚы້ᖆޟܶཥိᒞ χǭ

1. ଟᛵٽᘌᘑພτϿۿᛵң܃шС౻ӔΙѨݛЮѝǫဗ໋ٚᓿԍຣၯсኞ χԒσபۇٴԍۿߦΉᑺาЧϚχᑺឝߦ)Ηᅷȟ߇ᘍȠ)ǭ

ӬޟܤܶཥΙᒞзވဗٚѹિၩڀԓ߇ᘍǫσ౻ԓ߇ᘍχဗٚτ܃பᒞЭ ᒞᖇ៵ၟ՜ޚǫيٴྴᒞџਆǭιбұဗٚၫϯԓ߇ᘍޚǫྴဵұǭ

1. ဗٚә၎ਨσ౻ǬᜆᙄۿәဵұǫगσـύΊޚǫѸϝѐᓿܤടԒޟܶ ཥိᒞχǭဗٚᚇၩѸഌสۊ܃ԒΖϠχޚǫᓿܤٚძพҊχЉ૽ 60 ЉϚǫы້ᖆޟܶཥိᒞχǭ

ޟܶཥӞұဗٚұනѹےᄿ߲ᝳצᒞһᡆဗٚСᝳӌҜղҊਆ(ȟһॖ צᒞȠ)ޚǫଟޟܶཥѓԍᝳѝǫࢸұဗٚχұනӞһॖצᒞ߲Ҝղඓ߲ ےᄿǭ߲ुӞޟܶཥτצᒞһᡆဗٚǫ့ޟܶཥᓿԍЭϝѐιพՀޟҴᕫ ኞၯсኞޟܶχзǭ

• 1. ޟܶཥшᒞұұԵΊݛۿΊࢸဗٚǭޟܶཥᒞұဗٚۿᅨჯΊ(Ӭԍ)ǫ ޟҴԍᆭᓿᒞзဗٚۿᅨჯΊ(Ӭԍ)Ίኞࣣӌχᒞᖇ៵ǫபτᒞᖇ ΊǫۿϠᒞᖇኞΊǫҎ܃பᒞЭᒞᖇ៵ၟӤޚǫྴᒞࢸဗٚۿᅨჯΊ(Ӭ ԍ)ǭ
• 1. ဗٚཥபҋ౻ӔΙѨݛЮވॹᒞΊඓӓᐉڂǭ့ඓӓᐉڂχೌߵᆭส־ᓿ౻ ӔσဗٚཥϮඦ೦ᝳ೦ၯވۊڂ܃ำǫ့ำᓿ౻ӔϝѐݛǬѸഌส ්ϮΙѨݛЮǭଟѸഌสۿΙѨݛЮѓԍೌۊѝǫѸϝѐᓿѓᒜӱဗٚᒞᖇ ೌዻχೌۊǭ
• 1. ଟѸഌสѓԍೌۊѝǫဗٚᆭᅨჯΊ(Ӭԍ)χұනσபຣၯΖӺǫப೨ ᒞ೨ұǭठဗٚۿᅨჯΊ(Ӭԍ)ұනےᄿԭۏѹᒞұཛྷဗٚۿᅨჯΊ(Ӭԍ)ޚǫ ߵ့ဗٚχұනᓿω߆ۦԶཛྷဗٚۿᅨჯΊ(Ӭԍ)ᒞз້ٗڿұᙄࢸЎǭ
• 1. ޟܶཥபᒶЧ A ࠗըᝳۿ B ࠗըᝳဵұဗٚǭܤұනτбϠҎ ፸ဵұχဗٚǫபӒѸϝѐፅәೆဵұڐ܃χұՍۿһཕৄǭ
• 1. ဗٚཥᓿЧΖϠχΉЧΙӞᙄဗٚзǬзဗٚၯсኞχӌ༷ᒞұဗٚ߆ǭ
• 1. ଟࣣݛЮϮΙѨݛЮѓԍवѝǫဗٚཥபσҋǬۊڂǬॼसǬॼۿצ ᄍᎄϝѐݦำۿǭ့าำۿᓿЧ૭ၠѸϝѐϮဗٚཥൠဗٚཥ σᝳχӑໟϝѐݦࣣٚໟχำࢸҕވǭ
• 1. ဗٚࡤԍұՍѸϝѐχޟҴǭ
• 84B. ѸϝѐဗٚҤࡤԍѸϝѐޟҴǫӬ့ဗٚЧޟҴۊ)៵፝Ηᅷȟ፝ޟҴȠ) ຣၯᒞұྴࡤ܃ԍχѸϝѐޟҴኞᚇΉϠχǫيٴຣၯχޟҴ(ղ፝ޟҴ ຣၯᒞұྴࡤ܃ԍޟҴኞᚇΉϠχވϠ)σபՀ٣៵ǫσᆀΌιз ኞǭ៵χܶޟ

ဗٚχၶ߅Ϯປҋ

• 1. ଟѸഌสۿΙѨݛЮѓԍೌۊѝǫဗٚχോၶ(ठԍ)ᓿҎဗٚཥ୍ଓӌཧДྎ ᝳ೦ၯχǭՆဗٚൠ܃يٴԍәзဗٚཥཥᝳۿဗٚڸঠཥཥᝳޟۿܶ ཥۿұՍᜡըޟҴۿϝѐވٽॸըཥᝳǫيٴۿЫᆭيٴဗٚᙄୄχဵұࣣ χӔЄзۿղஉЄзχਊၦǬՇஅϮߌᒶχޯປǫࣚԍ៵ڐᓤᗂۿႚЄǭ
• 1. ଟᓿ౻Ӕ౺ 85 χೌۊѝǫұՍဗٚәϝѐመз್ۿۑ୦ѝǫۿဗ ٚཥᇘيٴۊηՙຣзဗٚᙄǫபဗٚཥۊምڎᚇѝോၶ(Чᖉ၎Ǭ ߅ǬϠيٴۿࣽЫЈӻ)ǫԓาᚇѝോၶᓿѝкڎۿܤЭұՍ٠ᏬيٴЫ්܃ඓ ٥χോၶǭ!
• 86B. Ѹϝѐᓿᖉ၎ോၶڸঠཥǫيٴԂঠஈཧ၎ਨǬۊ܃ᙄ៵χՀ٣Ϯࣣٚ ໟǫᓿᒜӱΙѨݛЮχೌۊǭ߲ुᖉ၎ᆭോၶᓿмဗٚϮΊχᖉ၎Ǭޟ ᒞᏮ៵ᆭيٴЫۇٴԍძ፝ዒᓧχǭ!

ЭΊ

• 1. ଟΙѨݛЮѓԍೌۊѝǫұՍဗٚшڸұѓဗٚيٴࢸЭΊǫٗڸࡡұဗٚ ࡧވҙǫЭيٴзيٴѹિᑺԵзވဗٚཥཥᝳٗעǭ
• 1. ߲ࡧ܃χЭΊڸވਓࢸਓॖٗߌԍڸұဗٚވᑺิᛔӓǫٗЧከྎۿ ඦ೦ਨӻيٴۿЫဗٚཥшވਨӻǫӞႚष٣ҋۿय़Ԓ٣ҋЭΊχཥᝳ້ ڿ߲ඓңω့ཥᝳχУǭ

ဗٚཥ៵ΑϮᙄ

• 1. ཥषӺࡂΈǫဗٚཥᓿጊ೮ᔳཧോւਓǬૻୄോǬϮࣝᎠϠۿࢫᖔཕ ိχᝳਙǫඓзܤӺޟࡂܶཥፅ܄ᇘǫӺޟࡂܶཥ܄ᇘࡌǫဗٚཥᓿ ٠ѸഌสϮΙѨݛЮǫஉૻୄോǬࣝᎠϠࢫϮ/ۿᖔཕိχᝳǫϠพۿϝ ւωӑޟܶǭܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵң܃Ι Ѩǫ߲ुૻୄോǬࣝᎠϠࢫϮ/ۿᖔཕိᝳχϠพபЧѸϝѐϝւЈӻࢸ χǭ
• 1. ଟϝѐݛǬѸഌสǬΙѨݛЮЧϮұՍޟܶཥχᝳѓԍೌۊѝǫѸϝѐވٚ ୄᓿҎဗٚཥᅼǭဗٚཥபՀ٣Ѹϝѐχ܃ԍ៵ΑǫٗபЄШܤണҜϮຆд Ѹϝѐ܃ౙҊ܃ވԍປҋǭޟܶཥ೦ၯχᝳσப٣ဗٚཥιࢸСठ့ᝳ ѹ೦ၯߵϔឝԍਆχՀࢸᘓܤਆǭ
• 1. ဗٚཥபӞيٴᇘࢸൠѸϝѐχᅼԍѯवΗᒶұڥұՍΊ(σ֍ᐨҜဗٚӞ Ϛ)ǫፌոࢸဗٚǫ٠يٴᇘࢸӔ፵χұනǬၶഥ(ፌᖉ၎Ǭ߅ǬϠࣽ ۿЧΙχಋӔ)Ǭ៵ΑڠұǫзұѸϝѐχᙄୄǫмσ॒ܤୱՀ߆Ǭᕫ ǬӓЧΙχୂᕫۿૻୄ߆ǫூൠဗٚᏳұԓาᙄୄ܃பχၶഥᓿྎ ҋ౺ 85 ೌۊǭұՍဗٚཥұڥχΊҤшҎဗٚཥဵଟيٴᙄୄǭဗٚཥபұ ڥΊۿЧΙࣣۇٴࢸӌұනχୄဗٚǫұՍұڥᓿܤұՍୄဗٚәұՍ әσҽӓဗٚǫۿѸϝѐඦ೦ᝳ೦ၯஉيٴဵұ٠يٴٚძЎǭ
• 1. ဗٚཥப٠يٴᇘࢸӔ፵ވұනǬോၶǬҰϮ៵Αұڥઔਓ(ۿӬԍመवǫۿ תӤծઔਓ)ǭұՍဗٚཥұڥχઔਓۿծઔਓǫҤபҎဗٚཥဵଟيٴᙄ Նǭ
• 1. ဗٚཥபيٴܤᇘࢸ፵ྴஉيٴұՍ៵ΑڸๆҎՆۿӤՆဗٚ܃ಋԂڸވঠ ཥՀ٣ǭұՍәԓԂҜχڸঠཥൠڸڐұ៵ΑχՀ٣ᓿᒜӱဗٚཥкፆχೌ ǭۊ
• 1. ဗٚཥபᒶЧڸұਓ(ᆹӈഌۿᑺิᛔ)يٴۿЫЈӻۊࡧұՍϝѐǬ ဝǬॸΊۿኞΊಋԂχᐉᄣ(ፌҎဗٚཥދۿ໋ඓӓ)ǫ٠ဗٚཥᇘࢸ፵ ྴވҕވǬ៵ΑǬ៵॒Ǭກຽ៵(ூσபຣၯဗٚཥਜᏬѸഌส܃ᏨԍۿபЧՀ ٣ވ៵Α)ǬҰᆭන໋ǫՙࢸѸϝѐχЭΊǭԓาڸұਓيٴۿЫۊࡧЈӻǫ பм֍ဗٚཥࢸᆭີՀԓาЭΊңܧχΊχߜឿᆭߘժᇘࢸ፵ྴχೌۊǫҤ ப៵ԓาЭΊஉڸڐ܃يٴұވ៵ΑǬ៵॒Ϯກຽ៵ࢸጻڸұǭ
• 1. ဗٚཥபᒶЧيٴᇘࢸӔ፵ވЈӻᅼѸϝѐٚୄǭЧΗΖೌۊǫσப॒ڂ Ѹ܃ፖωވ៵Αǭ
• 1. ဗٚཥபᒶࡃҜұՍڸঠཥЧᅼѸϝѐұՍٚୄ(يٴτм֍σ॒ܤᖉၶڸ ঠཥ)ǫଟΙѨݛЮѓԍೌۊѝǫဗٚᓿࢸ့าڸঠཥԂঠǰӬұՍဗٚᏳұڸ ঠཥԂঠǫيٴၶഥᓿྎҋ౺ 85 ೌۊǭ
• 1. ဗٚཥபᒶ៵ωұՍΙुڸঠཥǬۿЭΊيٴྴᏨԍވ៵ΑǬ៵॒ Ϯກຽ៵ǫٗப៵ұՍ့ڸঠཥྴވԂঠ༛ိұՍᙄٗܤԍᙄՀ٣ يٴᙄ៵ǫԓา៵பߌкဗٚཥᇘࢸӔ፵ވන॒ϮҰǭဗٚཥபᒶဵұيٴ

ұڥχΊǫٗபቩЎۿᠹيٴת៵ǫѹڐԓาቩЎۿᠹתχ೦ތχ๊༷౺Ζ Ίߵσڐተ៓ǭ

97B ٠Ꮼथឝ້ࡊݛǫұՍဗٚჰϝѐ֘ԍۯძୄǫС့าۯძୄᓿм ֍σ॒ܤᒜӱۯဿᆭ๊༷ЧϮᗀդୄጹࣸᆭԵفժੲጹࣸาǭӬұՍ ဗٚԍၫϯ߲ुۯძୄǫ٠Ꮼथឝ້ࡊݛǫ့ဗٚᓿჰәԓ܃Ҋχཕ ৄऻǭ

٠Ꮼथឝ້ࡊݛǫӬԍұՍဗٚࢸԵθࢸۿЫΊԭၫϯ߲ुۯძୄǫ ޟܶཥபᝳஉ့าՀࢸχұՍ܃பࢸѸϝѐχ܃பǭ

ӬұՍဗٚࢸѸϝѐୱՀᙄୄԭԍၫϯࣣݛЮٗग౺ΖΊԍཕৄǫ٠Ꮼथ ឝ້ࡊݛǫ့ဗٚჰ့౺ΖΊᓿᆭѸϝѐऻ೨ஜፔᓤұǰӞԓׅ Ηǫ့ဗٚᓿፔᓤѸϝѐჰ౺ΖΊፅ܃Ҋχཕৄǭ٠Ꮼथឝ້ࡊݛǫ ѸϝѐχΊᆭᅨჯΊ(Ӭԍ)ᓿӞيٴӑԵᙄୄዻϚᆭѸϝѐऻ೨ஜፔᓤ ұǭ

1. ұՍ߲ुڐұΊபҎဗٚཥ៵ጻڸұيٴྴۇٴԍχһۿϠ៵ΑǬ៵॒Ϯ ກຽ៵ǭ

ဗٚཥ८ມ៵Α

1. ଟѸഌสϮΙѨݛЮѓԍೌۊѝǫဗٚཥபՀ٣ϝѐ܃ԍ៵ΑЧ८්ǫٗܤ८ ්ۿՙࢸѸϝѐۿұՍ౺ΖΊχୄǬұۿୄχᏳߜǫيٴܔܙҵཧڠૻ ౙǬพՀٽǬϝѐيٴڠٽЫᛵٽǭ

ӈഌ

• 1. ଟΈဗٚཥᝳ៵ǫ့ӈഌσப٣ҋܤұՍЅҰǫ့៵பܤҋӈχ߲ ۿχࢸࡌχǫܤيٴҋӈࢸࡌχޚபࢸჰኞԒҋӈχۻያᇘׅӻǭ့ӈഌχ ٣ҋመԍဗٚۿઔਓ(ۿծઔਓ)ӞൈǫۿұՍဗٚࢸԓҕވұވڥתۿ ӤΊӞൈǫԓาӞൈχΊᓿᛔұՍ့ӈഌيٴܤӞൈᆹၯχЅਓǭ
• 1. ѸϝѐபߜҴӈഌѸܤဗٚཥވۊࡧ୦ۿӝᗱǭ့ӈഌѸߑဗٚ ཥᝳ៵σப٣ҋܤұՍЅҰǫ့៵பܤ٣ҋχ߲ۿχࢸࡌχǫܤيٴ٣ ҋࢸࡌχޚபࢸჰኞԒ٣ҋχۻያᇘׅӻǭ
• 1. ઔਓۿծઔਓԍ៵ࢸᛵܫЅਓϚ੶ძۻχҕވСيٴϚσཥჰѸϝѐౙҊ ұՍୄχׅΗǫܤұՍЅਓᆹഌǫσڐЧΙೌۊ॒ڂǭ

ဗٚχဵұ

• 1. ဗٚԍΗҿٚχޚǫᓿྴဵұDZ
• (a) ද҄ಋᘺ҄ǫԍթያۊǫܱӀනᄿۏѹၲύӺޚǰ

• (b) ද҄ຎǬऐߕǬߖфڐԍනয়ӀӺЧΙ࠰ւǫܱӀනᄿۏѹၲ ΉӺޚǰ

• (c) දܱϝୄᖔޓϝ්ǫթያۊǫܱӀනᄿۏѹၲΉӺޚǰ

• (d) ࠰ւౙۿᆭيٴ៵Ίڇࢸᝳڠۿဵǰ
• (e) ٣ҋᏬ܋แ۪٧ۏѹනᄿޚǰ
• (f) ՀࢸિΑۿ॒ڂՀࢸિΑޚǰ
• (g) ԔۿೆᇘۿࢸഇΌᆉઊલǰ
• (h) Чਓॖ೦ތϝѐᜆұဗٚᙄՆǰۿ
• (i) ٠Ѹഌสဵұޚǭ
• 1. ဗٚୱՀཧୄǫԍॐάཕৄѸϝѐχՀۿࢸၫϯݛЮۿѸഌสχॐάٚໟޚǫ ޟܶཥѹࢸᝳஉيٴဵұޚǫࡤԍѸϝѐιพՀޟҴᕫኞԤϠχΖ(3%)ЧΙχ ޟܶǫபޟܤܶཥࡌ 30 ЉϚǫЧѸϝѐχປҋຐፅᅼᖻݛଚກթဵұχǫٗப Чۇٴങᅼᖻ៵χݛଚ(мᆬᡳїоӝЈݛଚǫӬ፵ҋ)ࢸᅼᖻݛଚǭ

ဗٚཥχส־

• 1. ဗٚப(ܤथឝ້დϚۿდѝ)ཥ૯ፌٚୄಷǬҭཥيٴۿᇘࢸ፵ྴ χيٴЫဗٚཥཥᝳϮيٴส־χೌዻǭұՍܤཥᝳτඓзވᚉᓿЧзဗٚχ ӤኞۊǭӞபኞࣣาވݠΗǫУσபעΗ౺Ήۿۊǭဗٚཥ χы೦ތᓿၠܫыٚҎǫٗܤ 7 Љ߲ஃพ೦ތωӑဗٚǫԍᆐࡑׅ ப٠ᏬΙѨݛЮᒶыǭଟѸഌสۿΙѨݛЮѓԍೌۊѝǫѸϝѐᓿѓᒜӱ ဗٚཥᝳٚೌዻχೌۊǭ
• 1. ဗٚப೯ၯ܃ۿԍᆭཥΊঠшӌόࣣңيٴވࢣЫ೦ങǫзұՍဗ ٚཥཥᝳۿဗٚཥڸұԭࢸيٴԂঠχڸঠཥཥᝳǭЧԓЈӻ୍кཥᝳޚǫ ࢸᑺԵзǭ
• 1. ဗٚཥχۊݛзኞᓿࢸһᡆဗٚၯсኞǭܤषᆀۊݛзኞǫҎЭΊЭ зވဗٚᓿࢸᑺԵзǭ
• 1. ဗٚჰܤᆭѸϝѐχԍދۿ໋ժৄޚߦǫӬތيٴள့ժৄߦྴιӯ Ӟǫߵᓿܤ့าٚໟԒඓз૯ፌχဗٚཥཥᝳτඖ့្ժৄߦχۻ፝ǫۿ ܤұՍيٴЫތيٴܤݠளԍԓժৄࡌߦχय़ԒဗٚཥཥᝳτࢸχǭࢸѸχ ҕވǫဗٚჰဗٚཥܤЧΗχۻ೦ތDZ
• (a) ࢸيٴۊϝѐۿဝχޟܶۿଦતᙄঠСൠ့೦ތพଃࡌшિᆭ့ϝѐ ۿǰߦৄԍժࢸᓿᇘᝳڇۿࠟँχဝᛔۿ
• (b) يٴൠ့೦ތพଃࡌшિᆭᆭۇٴيٴԍߦχۊΊᛔχࠟँڇۿᝳᓿᇘ ǰߦৄԍժࢸ

ᓿࢸι٠Ѹܤ့าࠟँڇۿᝳχժৄࢸߦ፵ྴχඖ្ǫԓา೦ތ ԍܤဗٚཥཥᝳτࢸχۿ့ဗٚڎӔᡦЧያߜ့೦ތિيٴܤพଃࡌχဗ ٚཥཥᝳτೆඓзٗበ᎐ǭ

ӬΙѨݛЮԍ܃वǫဗٚჰܤဗٚཥχٚໟǫмσ॒ܤࠟँۿࠟँχඓ ܤৄगԍ)໋ۿދፌ(ߦৄժفǫԍԵܧՀχңີѸϝѐᔌۿᝳڇۿਙ ѸϝѐժੲχရǫσபкΌǫٗσபЭЫဗٚՀ٣៵ǭဗٚၫϯ ߲ुೌۊᑺԵۿҎЭΊՀ٣χ៵ǫѸϝѐᓿσωषᆀǫ့ဗٚϔᓿष Ό့Ԓཥᝳχۊݛзኞǭ

ӬұՍဗٚჰܤဗٚཥᝳχٚໟǫԍԵفժৄߦ)σፌދۿ໋(ǫ့ဗ ٚᓿܤྴԒဗٚཥඖ្ٗᇜيٴܫԵفժৄߦχॐवϚǭ

• 1. ဗٚࢸԵθۿЫΊٚឝܤѸϝѐཧୄዻχՀࢸǫᓿޟܤܶཥΙඖ့្าՀ ވࢸУवϚǫٗڎப A ࠗըᝳۿ B ࠗըᝳшǭൠѹᔾΙु៵χ ဗٚǫޟܶཥபܤ့าՀࢸพҊࡌ 1 ӺϚǫЧඦ೦ᝳव့ဗٚஉيٴә့า Հ܃ࢸᔾժੲᘓܤѸϝѐǭ
• 1. ଟΙѨݛЮѓԍೌۊѝǫဗٚப٠ဗٚཥۊ܃χන໋ϮҰ(ܤോၶϮيٴЫ) ংұѸϝѐұՍيٴЫๆᖉᙄՆ(ଟϚዴਘΊঠѝ)ǫСဗٚۿԍԓ༷აχဗٚ σᓿәൠΙ້ংᙄᆭѸϝѐᛔसࠟँԭೆဵұǫСဗٚәΙ້ংᙄᆭѸϝѐᛔ सࠟँۿәΙ້ংᙄԭԍժৄޚߦǫσᓿәيٴংᙄۿҎ့าࠟँڇۿᝳࡃҜ χ๊سᅼΊߦԭᓿஉيٴൠ့าࠟँڇۿᝳ܃ᔾժੲᘓܤѸϝѐǭ
• 1. ଟѸഌสϮΙѨݛЮѓԍೌۊѝǫဗٚபЧॸΊيٴۿဝفވҴӒѸϝѐඓ٥ ஈཧܱୄǫ့ဗٚॸΊيٴۿဝԍ៵ൠيٴඓ٥χஈཧܱୄԆࣣڎྴܤӬࢸߑيٴ ဗٚݠΗވӌาോၶǭԓ්σ៵့ဗٚيٴۿဝᏳұѸϝѐϚዴਘ Ίঠǭ
• 1. ဗٚཥᓿஉ܃ԍཥᝳ૭ᒬ฿ԂдЧ૭ᒬЧΗٚໟDZ
• (a) ဗٚཥჰଦΊχ܃ԍұڥǰ
• (b) ဗٚཥཥᝳϮڸঠཥཥᝳзဗٚۀވӓǰЧϮ
• (c) ܃ԍѸϝѐχཥᝳǬဗٚཥཥᝳϮڸঠཥཥᝳ܃ވԍᝳϮส־ǭ
• 1. ଟΙѨݛЮѓԍೌۊѝǫྴဗٚཥཥᝳУᛔ့ཥᝳχཥᝳ૭ᒬǫߵ့ཥᝳ ᓿࢸιӔݛᖇՀǫᕬ٣ٗ܃ߑԍဗٚ֘ძሕڀሯۿཥᝳχส־шિԍוೃ Ιχྫྷౡǭ
• 1. ଟΙѨݛЮѓԍೌۊѝǫፌဗٚཥոԍᚇԒǫұဗٚ֘பՀ٣يٴᙄ ៵ǫӬيٴΊኞәԭ՜ܤѸഌสۊ܃χۊݛзኞޚǫұဗٚபࢸыޟ ܶཥχҕވՀ٣ᙄ៵ǭ
• 1. ଟΙѨݛЮѓԍೌۊϮဗٚཥѓԍೌዻѝǫဗٚཥұڸވڥঠཥபᒞұيٴཥᝳ УǭठѹᒞұУǫۿӞұՍཥᝳ့Уѹિۊܤ້ཥ໋ 15 ϠខϚܙ ၩǫߵз့ཥᝳڸވঠшҎзڸঠτᒞзՆᏳұ့ཥᝳވУǭ
• 1. ဗٚཥұڥχڸঠཥப٠يٴᇘࢸ፵ྴވЈӻыཥᝳۿҭཥǭଟΙѨݛЮѓԍ ೌۊϮဗٚཥѓԍೌዻѝǫұՍܤཥᝳτඓзވᚉϮᝳਙᓿЧзޚӤኞ ǭۊ
• 1. ଟΙѨݛЮѓԍೌۊϮဗٚཥѓԍೌዻѝǫұՍဗٚཥཥᝳڸۿঠཥཥᝳۿұ ՍՀ٣ဗٚᙄ៵χΊχՀࢸǫղ٣ࡌيٴพԓาဗٚۿΊχᒞұԍྫྷౡيٴۿτ ұՍဗٚۿΊ၎ਨσ౻ǫ့ՀࢸϔᆭيٴΊ֘ӔݛᒞұСۇٴങဗٚ၎ਨχ ԍӌาਆΑǭۇٴޚࢸ܃Ηݠ
• 1. ΗҿٚໟᓿԶ϶ΖϠχΉဗٚзဗٚཥǬзဗٚၯсኞχӌ༷DZ
• (a) ጃ฿ǬᠹۿתЎԍзઑѸϝѐһᔳཧǬڸᔳۿᆭЫΊҼ ӌᔳވࠟँǰ
• (b) зۿᙦᡚيٴһۿУवϠވᔳཧۿૻౙǰ
• (c) ڐᡚЫΊһᔳཧۿૻౙǫჰѸϝѐᔳၥౙҊॐάተ៓ޚǰ
• (d) ࡡѸഌสᒞұဗٚ߆ǰЧϮ
• (e) พՀϝѐٽǭ

በषڸঠཥ

• 1. ѸϝѐᓿበषڸঠཥǭበषڸঠཥᓿҎһᡆᐨҜဗٚಋԂСڸيٴঠσப϶ ܤ 3 Ίǫيٴτ 1 ΊᓿࢸበषڸঠཥཥᝳыΊǫபᒶыཥᝳǫСيٴτԶ϶ 1 Ίᓿۇٴԍཥषۿૻୄஈ߆ǭыበषڸঠཥཥᝳχਓॖ೦ތபЧຸஃǬ႔ή ຸҰۿ੶Јӻࢸχǭበषڸঠཥχᝳᓿһᡆڸঠၯсኞχӌ༷Јࢸԍ ਆǭ
• 1. σፌѸഌสոԍࣣϯχೌۊǫΗҿٚໟᓿበषڸঠཥһᡆڸঠၯсኞχӌ ༷ǫٗဗٚཥלঈDZ
• (a) सۿۊॼѼϚொࡂڂڂǰ
• (b) ϚொࡂڂڂԍਆۻχԬਘǰ
• (c) सۿۊॼѼڎபۿಷϠ၎ౙǬٚळҊۻࠋңܧǬ၎߅ມᆭЫΊǬࢸ ЫΊऐਓۿඓ٥ߜᛵχॐάૻୄཧୄՀࢸχಷส־ǰ
• (d) ੂϮဗٚԵفժৄߦχٚໟǰ
• (e) ॐάχ၎ౙۿळҊۻࠋңܧǰ
• (f) ॐάχ၎߅ມᆭǬऐਓۿඓ٥ߜᛵǰ
• ǰٽᛵχԍሴ፝ۻ៵ޟԍۇٴئۿǬพՀ) g(

• (h) ᛔᛵཥषχڸұǬဵұۿോၶǰ

• (i) ૻୄǬཥषۿϚዴਘУᅼχұդǰ

• (j) לঈӺࡂૻୄോւϮсӺࡂૻୄോւǰЧϮ
• (k) يٴЫұՍУᅼᐉۿΙѨݛЮೌۊχॐάٚໟǭ

ଟΙु(j)්ٚໟѝǫΙुӑ්ٚໟӬѹበषڸঠཥһᡆڸঠၯсኞχӌ༷ ޚǫபҎһᡆဗٚΖϠχΉЧΙӌ༷Հχǫٗᓿܤဗٚཥᝳٚᒬၠܫበषڸঠ ཥχᝳǭ

ӬԍѼྴҎगበषڸঠཥݛы້ǫபҎһᡆဗٚΖϠχΉЧΙӌ༷Հ χǫΙु౺(j)්χٚໟϔᓿҎᐨҜဗٚڸঠзۇٴոӌ༷χ༷طǭ

• 1. ѸϝѐᛒӺԶ϶ᓿਘԒǭ
• 1. በषڸঠཥԍ៵ܤұՍӔވ໋በ᎐Ѹϝѐχ܃ԍᛒЧϮҕЧϮࣣވ Ш්Ꮮഹǭበषڸঠཥபँ್ѸϝѐဗٚϮଦΊ၃ұՍࡤ܃يٴԍᆭѸ ϝѐᛒۿٚୄԍχ၎ǭ
• 1. ࡡѸഌสങχԆЄോϮ၎ౙऻᓿҎበषڸঠཥਘٗᆭѸϝѐᛒǬ ҕϮԍШ්Ꮮഹਘჰǭበषڸঠཥᓿൠԓᇐՙਓॖോւǫᇜܫո့ോ ڠ၎ౙऻያძϯѸϝѐӞԓበන໋χૻୄᆭᔳၥݠݺǫӬදӒѸϝѐ ဗٚϮଦતᙄঠ၃၎ǫ့า၎ոιඓ٥ٗ౻Ӕवǭበषڸঠཥபࢸ ѸϝѐڸұୱཧࡊڠຆдཥषЧີՀਘǭѸϝѐૻୄോᓿဗٚཥұ ڥχበषΊঠ٠Ꮼϝᇘχበषከྎਘǭ့በषΊঠᓿࡡϝᇘχበषከྎᇐՙ ਓॖോւٗޟܤܶཥңШޟܶǭ܃ᅷȟϝᇘχበषከྎȠபࢸथឝ້Ч ѝވ୦ۿѐݛᅼᖻୋވከྎǫܤԓׅǫૻୄോڠበषΊঠχോւᓿඖ្ ԓٚძϮ့୦ۿѐݛᅼᖻୋχӓᅷǭ
• 1. ᝠឲӺЧΙࡤԍѸϝѐιพՀޟҴᕫኞԤϠχΖ(3%)ЧΙχޟܶǫபЧਓॖ ፅበषڸঠཥχᐨҜဗٚࢸѸϝѐჰဗٚඓ૽ຐǫٗபЧۇٴങᅼᖻ៵χݛ ଚ(мᆬᡳїоӝЈݛଚǫӬ፵ҋ)ࢸᅼᖻݛଚǭܤԆޟڀܶχፅࡌ 30 Љ ϚǫበषڸঠཥχᐨҜဗٚσඓ૽ຐǫ٠Ꮼथឝ້ࡊݛǫޟܶபࢸ Ѹϝѐඓ૽ຐǫٗபЧۇٴങᅼᖻ៵χݛଚ(мᆬᡳїоӝЈݛଚǫӬ፵ҋ) ଚǭݛᅼᖻࢸ
• 1. ଟѸഌสۿΙѨݛЮѓԍೌۊѝǫѸϝѐᓿѓᒜӱበषڸঠཥಋᘺೌสχೌ ǭۊ

৩ޟ

• 1. ଟұՍޟҴྴѓԍߌк៵ժۿ॒ۿڂѸഌสѓԍೌۊѝǫѸϝѐபЧඦ೦ ᝳ࠰ՠϠࢫιพՀޟҴχޟ৩ϮيٴЫϠࢫǫٗ៵ЧѸϝѐࡊݛܤΙшҋވ ၎߅ЄШχǭ
• 1. ଟϝѐഌส౺ 130 ѓԍೌۊѝǫဗٚཥӞࡃᝳұՍޟ৩Ϡࢫ߲ǫப٠ݛப ҋЧϠޟ৩ވ၎߅τߜيٴᇘࢸӔ፵ވኞᚇࢸϝᐿ߅ǫ့ϝᐿࡡ߅ဗٚཥχ

ກຽᓿҋܤႚْࣸพׅǬѪᑴޟ৩يٴۿЫப፵ྴၥҋ့ϝᐿ߅χҕވǫСӞ ີՀԓาၥҋ߲ǫப٠ဗٚཥχแჰກຽҋܤѸϝѐχཧୄۿີՀဗٚཥᒶ ᇘࢸ፵ྴχע၎ǭ

• 1. ұՍޟ৩χЄШபЧЄຸஃԶޟܶۿԍ៵ڐምΊۿҼӌࡤԍΊЭχฝ૭ӝ ֖ۊࡧيٴۿχӝ֖ǭЄᓿЧԆҰΊۊࡧ܃يٴۿχΊڐࢸ්Ίǭ
• ࢫҴኞϠޟԍࡤܶޟࡡ৩ᓿޟԍ܃ѝǫڂ॒ۿժ៵кߌѓԍྴҴޟଟұՍ 129. χǭ
• 1. ѸϝѐಷܤԂ߆ǫ୮ܤ၎ѸЄзǬཧୄᘀбϮଳһૻୄೌႻЧҀឲพ্ าመǫѸϝѐχޟժำஉ٠ᏬѸϝѐѹ٧၎߅ЄзႚᆀϮ၎߅መׅǫ Чޟ߅ժϮ/ޟۿޟժЈӻพωѸϝѐޟܶǭ

ଟΙѨݛЮѓԍೌۊѝǫѸϝѐӺࡂᕫᆀӬԍࣝᎠǫဗٚཥᓿЧΗुЈӻ Ϯ־ᔌसࣝᎠϠࢫਙٗඓңޟܶཥᝳDZ

• (a) ٠ݛඓᓿᛝદχห්ǰ
• (b) ᓽိЧ߲Ӻࡂχಌᐿᖔཕ(Ӭԍ)ǰ
• (c) ٠ᏬΙѨݛЮೌۊඓԤϠχΓ(10%)ࣝۊݛࢸᎠϝᐿǫࣝۊݛᎠϝᐿκ ၩѸϝѐχძԆ၎ѸᚇǫσӞԓ॒ǰ
• (d) ٠ᏬΙѨݛЮೌۿۊУᅼᐉवඓըࣝᎠϝᐿǰ
• (e) ࡡྴӺࣝࡂᎠԃଟ߲ु౺(a)ໟԶ౺(d)ໟࡌχኞᚇǫടӤඓԤϠχ(1%) ᓿߜՙࢸဗٚࣽժǰ
• (f) ࡡྴӺࣝࡂᎠԃଟ߲ु౺(a)ໟԶ౺(d)ໟࡌχኞᚇǫടӤඓԤϠχ΅(7%) Ϯട՜ඓσ՜ܤԤϠχᓿߜՙࢸঠηࣽժ(м֍ѸϝѐঠηϮ/ۿήϝ ѐχঠη)ǰϮ
• (g) ࡡྴӺࣝࡂᎠԃଟ߲ु౺(a)ໟԶ౺(f)ໟࡌχኞᚇǫபဗٚཥඓᝳޟժϠ ࢫਙǫଃፅޟܶཥ٠ᏬΙѨݛЮᝳࡌ೦ၯϠࢫχǭޟժχϠࢫபЧ ޟ߅ǫ)15%(ԤϠχΓύࢸᓿ϶ǫട՜ԶܢժЈӻพޟޟۿ/ժϮޟ߅ ժϠࢫχБ٦σப՜ޟܤժᕫᚇχԤϠχΉΓ(20%)ǭ

߲ुȟήϝѐȠߦ٠Ꮼ୦ሕཥषྎߵ ౺27 ဝᆭ౺ 28 ဝχೌۊǭ

1. ӬұՍޟҴฝ૭ࢸҎኞΊҼӌࡤԍǫيٴߵτұՍΊ֘பൠޟ৩يٴۿЫᆭ့ޟ ҴࣣχᓿШ්ໟพๆԍਆχԆᏬǭұՍޟ৩֘σкषժ৩ǭ

ཥषᛒǬበषǬϝѐӺോϮҐോ

1. ѸϝѐཥषᛒᓿࡡဗٚཥσۊχߜӯЈӻߜӯχǭ

2. 1. ѸϝѐཥषᛒᓿӯܤᒛٚಷيٴۿЫဗٚཥᇘࢸӔ፵ވӯܢӝᗱǫٗᓿᒶϙ ဗٚཥ᎐ǭ
3. 1. ဗٚཥᓿஉ܃يٴ೮ۇٴχӑໟдǫඓзܤӺޟࡂܶཥፅ܄ᇘǭ܄يٴᇘ ࡌǫဗٚཥᓿஉૻୄോǬࣝᎠϠࢫϮ/ۿᖔཕိχᝳǫϠพӑޟܶǭܤѸ ϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨǫ߲ुૻୄോǬ ࣝᎠϠࢫϮ/ۿᖔཕိᝳχϠพபЧѸϝѐϝւЈӻࢸχǭ
4. 1. ଟΙѨݛЮѓԍೌۊѝǫဗٚཥᓿܤӺޟࡂܶཥ້ཥ 15 Љ߲ǫஉӺࡂᔳཧോ ւǬૻୄോϮيٴЫࣣЅҰങܤτѾ୦დϚχޟୄЭᐉᄣǫޟܶபᒶ ǭ᎐
5. 1. ଟ౺ 135 Ϯ౺ 149 ѓԍೌۊѝǫဗٚཥᓿᒶۊѸϝѐཥषᛒχһ ۿϠո٥ߑဗٚχޟܶ᎐ǫЧϮيٴዻǬ໋ǬӝᗱϮҰۿೌۊǭ ଟݛЮۿဗٚཥۿඦ೦ᝳѓԍ៵ѝǫߑဗٚχޟܶ៵᎐ϝѐұՍཥष ᛒۿЅҰǭ
6. 1. ѸϝѐᛒᓿࡡဗٚཥσۿۊΙѨݛЮೌۊχበषЈӻڠཥषӺࢸࡂበ षǭ.
7. 1. ဗٚཥᓿܤӺྎങѸϝѐӺോϮҐോ૭ၠϝѐۊ܃ݛٚໟٗୂތथឝ້ ϝѐฝ૭ಷǭ

Ϛዴਘ

1. ѸϝѐᓿᗞឝܤဗٚཥχϚዴਘഹՆǫٗ፵ұϮ፵ྴΊኞχஈұϚ ዴਘΊঠǭұՍܤϚዴਘχࣣٚیᓿᒜӱΙѨݛЮೌۊǭ

ϝᐿ߅ᙦቑ၎

• 1. ଟϝѐݛѓԍೌۊѝǫѸϝѐபЧ A ࠗըᝳۿ B ࠗըᝳDZ
• (a) உҿΌϝѐྎങ߅ЁيٴۿЫ၎Ѹϝᐿވ߅ұՍᎠᚇ(м၎Ѹཿሴࣴ ҕǬ၎Ѹ᠈Ӛྎങ߅ǬࣝᎠǬཕੲЁǬ၎ѸϝᐿǬࣝۊݛᎠϝᐿϮ ըࣝᎠϝᐿ)ᙦቑ၎ǫፌيٴոபҋЧϠࢫǰ
• (b) உᝳᙦቑ၎χ߅ᚇޟࡤࡡБ٦ϠωӑޟܶǫٗЭޟܶஉԓา߅ᚇ ǫСஉԓาϝѐ්ޟࣣಋӔχيٴۿٽۿҴޟϝѐѹพՀϠڐбՙ ޟҴۿيٴۿٽಋӔ٠߲ुБ٦Ϡωޟܶ)ۊࡧيٴۿΊ)ǰ
• (c) зұՍيٴᇘࢸ፵ྴވӳЧဵϠϝᐿ߅ᙦቑ၎܃፸ၭχ֑ǫ ըǫσ॒ܤǫྴޟҴۿϝѐٽχϠࢸྵ႖ǫဗٚཥԍ៵Ч يٴᇘࢸ፵ྴވЈӻಷ့ྵ႖ޟҴۿϝѐٽǰϮ
• (d) ີՀϡѯवވՀࢸЧୱՀԓᝳǭ

ϝ້Ԇᖳ

• 1. ଟΙѨݛЮѓԍೌۊѝǫဗٚཥܤѸϝѐۿѸϝѐ٠ΙѨݛЮڸұχຐߑۿ ЭΊᔾϝ້ԆᖳҐോਓୂѸϮࣣਓҰࡌ 7 ЉϚǫᓿჰࡃᝳޟܶۿڐ ϯჰѸԒԆᖳԂᝳǫٗϝւΗҿٚໟDZ
• (a) ဗٚϮࡤԍѸϝѐιพՀޟҴຣၯԤϠχΓ(10%)χޟܶԵθϮЧЫΊӓ ҕ߲ࡤԍχޟҴᅶᜡǬኞຽǭ
• (b) ൠѸԒԆᖳჰޟܶχࡃᝳǫٗᓿၠࡤܫϯჰ༷طχဗٚۀӓϮࡤ܃يٴ Ҏǭ
• (c) ѸϝѐૻୄܤݠݺടනૻୄോւඓзࡌԍॐάᠹϦϮيٴᠹϦϚ(Ӭ ԍ)ǭ
• (d) ဗٚϮޟࡤຣၯԤϠχΓ(10%)χޟܶԵθϮЧЫΊӓࡤԍϝ້ԆᖳΊ ᚇǭ߅يٴҴᅶᜡǬኞຽϮޟҵཧχߦيٴۿ

၎Ѹཿሴࣴҕ

• 1. ဗٚཥᓿਜᏬϝѐݛҜ၎ѸཿሴࣴҕǫٗσӯΌาӌܤұՍޟҴพՀཿሴ χ߅ᚇۿኞᚇǭ
• 1. ᠈ӚۿພӚޟҴχұՍ၎Ѹཿሴࣴҕᓿෞଟيٴ᠈ӚۿພӚሴᚇᆭيٴॖᚇχ ᚇǫဗٚཥப٠يٴກຽۊѸϝѐχࣝᎠǫۿӬϝѐݛϙǫѸϝѐχ ၎ѸτЄШ့ኞᚇǭ

ތ೦

• 1. ଟѸഌสۿΙѨݛЮѓԍೌۊѝǫұՍ೦ۿތϝЅபҎѸϝѐۿԍ៵พՠ೦ތ χΊྴॖᇷңۿЧ੶ଃၩޟܤܶǫۿЧຸஃ(ႚШຸ၎)ۿӔਨχᇷ(ၥປႚ Ш)าЈӻஃଃԶޟܶޟܤܶӓᛒ܃ၠχӝ֖ǫࣣܤۿݛЮшዻϚǫЧ႔ ήЈӻஉ೦ۿތЅਓพଃԶޟܶਓॖያᇘၯڐࢸ೦ތχҋχ႔ήຸҰՆ֖ǭ ӬޟҴࢸҼӌࡤԍޚǫ܃ԍ೦ތᓿӒޟܶӓᛒτฝ૭يٴࢸЭΊχҼӌࡤԍΊ χǭࢸԍΊࡤЫҼӌيٴԍ܃ιӒࢸތχ೦ࢸ܃ԓ٠χǫࢸ
• 1. ޟܶᑺԵڸۿЭΊзѸϝѐұՍཥᝳޚǫᓿ܃ࢸԍҕވࢸιӔݛԆ ڀ့ཥᝳϮǫठԍѯवǫيٴҕވχ೦ތǭ
• 1. ଟѸഌสۿΙѨݛЮѓԍೌۊѝǫұՍ೦ۿތЅҰठЧDZ
• (a) ຸஃۿᇷଃၩǫߵᓿܤм֍့೦ۿތЅҰχߕҰңܤִຸۿᇷܱୄ χ 5 Љࡌࢸιଃၩǰ

• (b) ੶ଃၩǫߵᓿܤ੶ᐉౙҊያᇘһԂлᒘԶԆҰ੶ဝዯχോւ ιଃၩǰࢸࡌ

• (c) Ӕਨᇷଃၩǫߵᓿܤм֍့೦ۿތЅҰχߕҰңܤᇷܱୄ 48 βࡌ ۿιଃၩǰࢸ

• (d) ႔ήຸҰଃၩǫߵᓿܤ႔ήຸҰพଃχྴࢸιଃၩǭ

Ӭм֍့೦ۿތЅҰχߕҰιѼያ૭ၠӝ֖СೆִຸۿᇷܱୄԆΗǫղـЧ ᛵܫι٠ຸஃۿᇷଃၩǭ

• ۿތχұՍ೦֖χӝၠ܃ฝ૭ᛒܶޟܤۿஃଃۿஃңШຸЧۊೌѸഌสχࡡ 147. ЅҰǫղ٣့ޟܶྴιၯПۿౙСσፌѸϝѐոιڐ೦ތΙǫൠฝ૭ ЅҰଃၩۿތ೦့ܤܶޟ့ҴǫଟޟԍχұՍࡤҼӌۿӓΗχഹᐨܶޟ့ܤ ܃ιଃၩࢸވԍҕ܃ࢸଃၩǫСᓿݛιӔࢸᓿ֘ӓᛒτଟӓѝǫܶޟιԵ ԍ့ޟҴχժৄߦΊ(ፌҼӌۿҎፅۿЧيٴӓ)ǭ
• ᓿพๆDZތ೦ыވཥܶޟ 148.
• (a) ܃ԍԍ៵ڐ೦ތСιӒѸϝѐඓ٥ڐ೦ތχӝ֖χޟܶǰЧϮ
• يٴჰ)ԭޚތ೦ڐ៵ౙϔԍۿԔߑठܶޟ့)ౙۿԔܶޟԍә܃ (b( ޟҴԍ៵ժχΊǭ

يٴЫΊ៵ޟڐܶཥы೦ތǭ

၎

• 1. ဗٚཥᓿஉങᒬǬѸഌสϮᐌޟےܶཥᝳٚᒬǬૻୄോǬޟܶӓᛒϮѸϝ ѐพՀχϝѐӯਜᛒങܤτѾ୦დϚχޟୄЭᐉᄣǫޟܶபᔗۇٴժৄ ߦᛵܫЅҰǫۊࡧዻǫᒶፅ᎐גۿᒬ߲ुЅҰǭ
• 1. Ӟσተ៓Ѹഌส්܃ҿχ៵ժΗǫұՍޟܶ៵व܍្ұՍԍϝѐұՍ ңވܧးಉ၎ǫۿұՍۻ፝ۿࢸшિࢸᔳཧઔஆۿϝѐཧՀވࢸᐉஆส ־Сဗٚཥᇘࢸჰѝϝ້ٗσཥჰϝѐޟܶԍժχ၎ǭ
• 1. ဗٚཥԍ៵ӒұՍУᅼᐉۿѐݛᐉพۿඖ្ұՍࡤيٴԍǬߜᅼۿொڂ χᆭѸϝѐيٴۿᆭޟܶχٚୄχ၎ǫмσ॒ܤѸϝѐޟܶӓᛒϮޟၯ Ёฝ૭ᛒ܃м֍χ၎ǭ

ိᓤߜۿᒷ

• 1. ѸϝѐபЧඦ೦ᝳҋ౺ 153(a)Ϯ(b)χيٴτᅶߜឿᐉڂǭ
• 1. (a) ՆဗٚЧϮيٴЫѸϝѐྴχଦતᙄঠ(ΗᅷȟೆိᓤΊȠ)ǫәڐ܃يٴ ۿౙҊχϡՀǬส־ǬԂѸǬປҋǬЄзǬཕџǬཕৄǫଟәೆိᓤΊ ܤѸϝѐཧୄۿٚୄܤۿୱՀۿဵଟيٴᙄǬ៵ΑǬ៵॒ۿກຽχԵفσဿ ߅ѝǫபҎѸϝѐχ၎ౙᆭ၎)ޚग܃ұՍթᘇџᇛмຎ(ۿँၫ༷ძǬ ᓤΊӞိΗǫೆߵވۻވۊৄ߲ुೌӞσཕǫмৄڐσٗᓤိڐ थឝ້يٴۿЫӝЈχݛଚǫࢸْᐾұՍᆭѸϝѐۿѸϝѐٚୄԍވѾ

ٚส־)σፌԂлᆭո)܃ҊχұՍԂѸǬປҋǬཕџۿұǭೆိᓤΊଟൠԵ فσဿძǬ༷ၫँۿຎ܃ҊχұѝǫჰѸϝѐऻǭ

(b) ࢸՆဗٚϮيٴЫѸϝѐྴχଦતᙄঠχժੲǫѸϝѐபࢸဗٚϮଦત ᙄঠᖳພұߜᒷ(ΗᅷȟဗٚϮଦતᙄঠߜᒷȠ)ǭ့ဗٚϮଦતᙄঠߜᒷᓿ ॒يٴܤәѸഌสǬϝѐݛϮΙѨݛЮۊ܃χᙄԭౙҊχұǭ

ࡂཥषӺ

1. ଟဗٚཥѓԍۊѝǫѸϝѐཥषӺࡂᓿܤӺ 12 Ћ 31 Љ฿ǫٗܤӺ 1 Ћ 1 Љ້ڿǭ

థᆀ

• 1. ӬܷѸϝѐᓿີՀథᆀǫСш٥ޟܶϠވૻౙσـЧథᓤһޟѸǫ့ૻౙ ᓿωЧϠǫЧ٣ޟܶப٠ޟࡤ܃يٴҴБ٦܄ᏳཕџǭӬܷӞథᆀၯสτǫш ٥ޟ໋ܶϠވૻౙᡀـЧܙᓤథᆀ້ڿވһޟѸǫᓿஉຣၯχϠ٠థ ᆀ້ڿޟܶޟࡤ܃ҴχБ٦Ӟޟ໋ܶີՀϠǭѸೌۊσཕϮ٠ਯ් ڠҰพՀޟވҴࡤԍޚχ៵ժǭ
• 1. ӬܷѸϝѐᓿີՀథᆀǫѸϝѐըᝳӌ༷СڎபұՍϝѐ܃ݛवيٴވ ЫшٗС౻ӔΙѨݛЮވݠΗǫథᆀΊபஉϝѐһۿϠχૻౙ(ፌيٴ ոۻࢸࣣ፝ӌχૻౙ)Ϡωޟܶǫٗபࢸ့ҕވǫჰԓาૻౙيٴۊᇘࢸӔ χሴਨٗۊӬՍӞޟܶۿσӌᜡըχޟܶχ໋ີՀϠǭӌ߲ुχᝳ ӌ༷ϮшǫӬథᆀΊᇘࢸ፵ྴǫథᆀΊபޟࢸܶχժੲǫஉԓาૻౙχһ ۿңШߕǭޟܶσᓿೆेڐऻԍୄۿұވұՍૻౙǭ
• 1. Ѹϝѐᓿஉ܃ԍോǬЁ૭ᒬЧϮЅҰథᆀ฿χЉ૽ߜӯ 10 ӺǫٗҎథ ᆀΊۿѸϝѐඦ೦ᝳڸұߜᅼΊǭ

ᠹתഌส

1. ଟϝѐݛϮѸഌสѓԍೌۊѝǫѸϝѐபᒶЧըᝳᠹתങᒬϮ/ۿѸഌ สχһۿϠǭ

дຆ্ۦ

1. ѸϝѐபЧըᝳܤथឝ້ЧѝيٴۿྴҜǬฝ૭ۿӯឲχيٴЫѐ ݛᅼᖻୋۦ্يٴຆдǭࢸୱՀѸχᝳǫဗٚཥபӒϝѐฝ૭ಷҐፅຆᎄѸ ϝѐӞथឝ້يٴۿྴҜǬฝ૭ۿӯឲχيٴЫѐݛᅼᖻୋχฝ૭ǫٗ பڎұՍيٴᇘࢸ፵ӔχີЧୱՀᙦ٣Ѹϝѐᝠឲӯឲǭ

ຐϮߑЭΊ

1. ܤѸϝѐޟҴιฝᒬᑢᘌۿӞᛵٽᘌᘑພτϿۿᛵң܃ΙѨχන໋ǫਜᏬΙ ѨݛЮೌۊǫѸϝѐᓿӞᆬᡳۊࡧຐϮߑЭΊ(ΗᅷȟຐϮߑЭ ΊȠ)ǭຐϮߑЭΊᓿࢸѸϝѐӞᆬᡳχऻΊǫٗᓿӞᆬᡳԍՇۑۿ܃ ܃ǭѸϝѐᓿஉຐϮߑЭΊχۀӓǬՇ܃ۑۿ܃Ϯ៵ЅҰӒ߅ᅼཥҐ 報。如訴訟及非訟代理人之姓名、住所或居所及授權文件有變更之情形,本公 司應將該等變更向金管會申報。

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

HIROCA HOLDINGS LTD.

ֆૻڶैᐖဎ൳

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

HIROCA HOLDINGS LTD.

ֆૻڶैᐖဎ൳

(Adopted by Special Resolution passed on 25,May 2012)

• 1. The name of the Company is Hiroca Holdings Ltd. ᐖဎ൳ैڶૻֆ) the "Company").
• 1. The registered office of the Company will be situated at the offices of Portcullis TrustNet (Cayman) Ltd., Marquee Place, Suite 300, 430 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies or at such other location as the Directors may from time to time determine.
• 1. The objects for which the Company is established are unrestricted.

The Company have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (as amended) (the "Law").

• 1. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law.
• 1. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
• 1. The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the share respectively held by them.
• 1. The capital of the Company is NT\$1,500,000,000 divided into 150,000,000 Common Shares of a nominal or par value of NT\$10 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
• 1. The Company may exercise the power contained in Section 226 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

CLAUSE	PAGE
TABLE A
INTERPRETATION
PRELIMINARY
SHARES
PRIVATE PLACEMENT
MODIFICATION OF RIGHTS
CERTIFICATES
FRACTIONAL SHARES
TRANSFER OF SHARES
TRANSMISSION OF SHARES
VOTING ON RESOLUTION
REDEMPTION AND PURCHASE OF SHARES
TREASURY SHARES
CLOSING REGISTER OR FIXING RECORD DATE
GENERAL MEETINGS
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTES OF SHAREHOLDERS
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
DIRECTORS
DIRECTORS' FEES AND EXPENSES
PROXY POWERS AND DUTIES OF DIRECTORS
BORROWING POWERS OF DIRECTORS
THE SEAL DISQUALIFICATION OF DIRECTORS
PROCEEDINGS OF DIRECTORS
AUDIT COMMITTEE
DIVIDENDS
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
INTERNAL AUDIT
CAPITALISATION OF RESERVES
TENDER OFFER
SHARE PREMIUM ACCOUNT
NOTICES
INFORMATION
INDEMNITY OR INSURANCE
FINANCIAL YEAR

TABLE OF CONTENTS

WINDING- UP
AMENDMENT OF ARTICLES OF ASSOCIATION
REGISTRATION BY WAY OF CONTINUATION
LITIGIOUS AND NON-LITIGIOUS AGENT

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

HIROCA HOLDINGS LTD.

ֆૻڶैᐖဎ൳

(Adopted by Special Resolution passed on 25,May 2012)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Law shall not apply to Hiroca Holdings Ltd. ᐖဎ൳ैڶૻֆ) the "Company") and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

"Affiliated Company" means with respect to any affiliated company as defined in the Applicable Listing Rules (i.e., Taiwan's Company Law);

"Applicable Listing Rules" means the relevant laws, regulations, rules and code as amended, from time to time, applicable as a result of the original and continued trading or listing of any Shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of Taiwan Company Act, Securities and Exchange Act, the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, or any similar statute and the rules and regulations of the Taiwan authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the GreTai Securities Market or the Taiwan Stock Exchange;

"Articles" means these articles of association of the Company, as amended or substituted from time to time;

"Audit Committee" means the audit committee of the Company formed by the Board pursuant to Article 119 hereof, or any successor audit committee;

"Book-Entry Transfer" means a method whereby the issue, transfer or delivery of Shares is effected electronically by debit and credit to accounts opened with securities firms by Shareholders, without delivering physical share certificates. If the Shareholder has not opened an account with a securities firm, the Shares delivered by Book-Entry Transfer shall be recorded in the entry sub-account under the Company's account with the securities central depositary in Taiwan;

"Capital Reserves" means the share premium account, income from endowments received by the Company, capital redemption reserve, profit and loss account and other reserves generated in accordance with generally accepted accounting principles.

"Chairman" has the meaning given thereto in Article 82;

"Class" or "Classes" means any class or classes of Shares as may from time to time be issued by the Company;

"Commission" means Financial Supervisory Commission of Taiwan or any other authority for the time being administering the Securities and Exchange Act of Taiwan;

"Common Share" means a common share in the capital of the Company of NT\$10 nominal or par value issued subject to and in accordance with the provisions of the Law and these Articles, and having the rights and being subject to restrictions as provided for under these Articles with respect to such Share;

"Constituent Company" means an existing company that is participating in a Merger with one (1) of more other existing companies within the meaning of the Law;

"Directors" and "Board of Directors" and "Board" means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

"electronic" shall have the meaning given to it in the Electronic Transactions Law (as amended) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

"electronic communication" means transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than twothirds (2/3) of the vote of the Board;

"Emerging Market" means the emerging market board of GreTai Securities Market in Taiwan;

"Family Relationship within Second Degree of Kinship" in respect of a natural person, means another person who is related to the first person either by blood or by marriage of a member of the family and within the second degree to include but not limited to the parents, siblings, grandparents, children and grandchildren of the person as well as spouse's parents, siblings and grandparents;

"Guidelines Governing Election of Directors" means guidelines governing election of Directors of the Company, as amended or substituted from time to time;

"GreTai Securities Market" means the GreTai Securities Market in Taiwan;

"Indemnified Person" has the meaning given thereto in Article 153;

"Independent Director" means a director who is an independent director as defined in the Applicable Listing Rules;

"Law" means the Companies Law of the Cayman Islands (as amended);

"Legal Reserves" the legal reserve allocated in accordance with the Applicable Listing Rules;

"Memorandum of Association" means the memorandum of association of the Company, as amended or substituted from time to time;

"Merger" means the merging of two (2) or more Constituent Companies and the vesting of their undertaking, property and liabilities in one (1) of such company as the Surviving Company within the meaning of the Law;

"MOEA" means Ministry of Economic Affairs of Taiwan being administering the Company Act of Taiwan and relevant corporate matters in Taiwan;

"Office" means the registered office of the Company as required by the Law;

"Ordinary Resolution" means a resolution passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

"paid up" means paid up as to the par value and any premium payable in respect of the issue of any Shares and includes credited as paid up;

"Person" means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

"preferred Shares" has the meaning given thereto in Article 10;

"Procedural Rules of Board Meetings" means procedural rules of the Board meetings of the Company, as amended or substituted from time to time;

"Procedural Rules of General Meetings" means procedural rules of the general meetings of the Company, as amended or substituted from time to time;

"Register" or "Register of Members" means the register of Members of the Company required to be kept pursuant to the Law;

"Republic of China" or "Taiwan" means the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

"Retained Earnings" means the sums including but not limited to the Legal Reserves, Special Reserves, and unappropriated earnings;

"Rules of Audit Committee" means rules of Audit Committee of the Company, as amended or substituted from time to time;

"Seal" means the common seal of the Company (if adopted) including any facsimile thereof;

"Secretary" means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

"Share" means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

"Shareholder" or "Member" means a Person who is registered as the holder of Shares in the Register;

"Share Premium Account" means the share premium account established in accordance with these Articles and the Law;

"Shareholders' Service Agent" means the agent licensed by Taiwan authorities to provide certain shareholders services in accordance with the Applicable Listing Rules to the Company;

"signed" means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

"Special Reserves" means the reserve allocated from Retained Earnings in accordance with the Applicable Listing Rules, or resolutions of shareholders meetings;

"Special Resolution" means a special resolution of the Company passed in accordance with the Law, being a resolution passed by a majority of not less than two-thirds (2/3) of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

"Spin-off" refers to an act wherein a transferor company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to issue new shares to the transferor company or to shareholders of the transferor company;

"Supermajority Resolution Type A" means a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than half of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than two-thirds (2/3) of all issued Shares of the Company;

"Supermajority Resolution Type B" means where the Shareholders attending the general meeting are holding less than two-thirds (2/3) of all issued Shares of the Company entitled to vote thereon as required under the Supermajority Resolution Type A, a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than two-thirds (2/3) of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than half of all issued Shares of the Company;

"Surviving Company" means the sole remaining Constituent Company into which one (1) or more other Constituent Companies are merged within the meaning of the Law;

"Treasury Shares" means Shares that were previously issued but were purchased, redeemed or otherwise acquired by the Company and not cancelled, in accordance with these Articles, the Law and the Applicable Listing Rules; and

"TSE" means the Taiwan Stock Exchange.

• 1. In these Articles, save where the context requires otherwise:
• (a) words importing the singular number shall include the plural number and vice versa;
• (b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
• (c) the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;
• (d) reference to a statutory enactment shall include reference to any amendment or reenactment thereof for the time being in force;
• (e) reference to any determination by the Directors shall be construed as a determination by the Directors in their absolute discretion and shall be applicable either generally or in any particular case; and
• (f) reference to "in writing" shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one (1) and partly another.
• 1. Subject to the last two preceding Articles, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

• 1. The business of the Company may be commenced at any time after incorporation.
• 1. The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
• 1. The preliminary expenses incurred in the formation of the Company and in connection with the issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
• 1. The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office.

SHARES

• 1. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may :
• (a) issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and
• (b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

• 1. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined by the Directors.
• 1. The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company ("preferred Shares") with the approval of a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors and with the approval of a Special Resolution. Prior to the issuance of any preferred Shares approved pursuant to this Article 10, these Articles shall be amended to set forth the rights and obligations of the preferred Shares, including but not limited to the following terms, and the same shall apply to any variation of rights of preferred Shares:
• (a) number of preferred Shares issued by the Company and the number of preferred Shares the Company is authorized to issue;
• (b) order, fixed amount or fixed ratio of allocation of Dividends and bonus on preferred Shares;
• (c) order, fixed amount or fixed ratio of allocation of surplus assets of the Company;
• (d) order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Shareholders;

• (e) other matters concerning rights and obligations incidental to preferred Shares; and

• (f) the method by which the Company is authorized or compelled to redeem the preferred Shares, or a statement that redemption rights shall not apply.

• 1. The issue of new Shares of the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company.
• 1. The Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.
• 1. Subject to the Applicable Listing Rules, uppon each issuance of new Shares, the Directors may reserve not more than fifteen percent (15%) of the new shares for subscription by the employees of the Company and/or any Subsidiaries of the Company who are determined by the Board in its reasonable discretion. The term "Subsidiaries" above refers to the companies defined under No. 27 and No. 28 of the IFRS (i.e., International Financial Reporting Standards).
• 1. For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, unless otherwise resolved by the Shareholders in general meeting by Ordinary Resolution, if at anytime the Board resolves to issue any new Shares, the Company shall, after reserving the portion of Shares for subscription by its employees and for public offering in Taiwan pursuant to Article 13 (if any) and Article 16 respectively, first offer such remaining new Shares by a written notice to each then Shareholder for their subscriptions in proportion to the number of Shares held by them respectively. The notice shall state that if any Shareholder fails to subscribe for new Shares, his right shall be forfeited. In no event shall the subscription right in this Article be transferred to any other third parties. Where a fractional percentage of the original Shares being held by a Shareholder is insufficient to subscribe for one new Share, the fractional percentages of the original Shares being held by several Shareholders may be combined for joint subscription of one (1) or more integral new Shares or for subscription of new Shares in the name of a single Shareholder. New Shares left unsubscribed by original Shareholders may be open for public offering or for subscription by specific person or persons through negotiation.
• 1. The Shareholders' pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following reasons or for the following purpose:
• (a) in connection with a Merger with another company, or the Spin-off of the Company, or pursuant to any reorganization of the Company;
• (b) in connection with meeting the Company's obligation under Share subscription warrants and/or options;
• (c) in connection with meeting the Company's obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares; or
• (d) in connection with meeting the Company's obligation under preferred Shares vested with rights to acquire Shares.
• 1. Unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company shall allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. Provided however, if a percentage higher than the aforementioned ten percent (10%) is resolved by an Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail. For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, unless otherwise provided in the Applicable Listing Rules, the Company shall obtain a prior approval of the Commission and/or other competent authorities for any capital increase (ie., issue of new Shares) (whether inside Taiwan or outside Taiwan) in accordance with the Applicable Listing Rules.
• 1. Subject to the Applicable Listing Rules, the Company may, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors, adopt one (1) or more employee incentive programmes (such as employee stock option plan) pursuant to which shares, options, warrants, or other similar instruments to acquire Shares may be granted to employees of the Company and/or any Subsidiaries of the Company to subscribe for Shares. The shares, options, warrants, or other similar instruments to acquire Shares granted to any employee under any employee stock option plan shall be non-transferable, except to the heirs of the employees. The term "Subsidiaries" above refers to the companies defined under No. 27 and No. 28 of the IFRS (i.e., International Financial Reporting Standards).
• 17B. The Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B, issue restricted shares for employees. In respect of the issuance of restricted shares for employees in the preceding paragraph, the number of shares to be issued, issue price, issue conditions and other matters shall be subject to the Applicable Listing Rules and the requirements of the Commission.

PRIVATE PLACEMENT

• 17C. Subject to the Applicable Listing Rules, the Company may by either a Supermajority Resolution Type A or the Supermajority Resolution Type B carry out private placement of its securities to the following entities in Taiwan:
• (a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission;
• (b) individuals, legal entities or funds meeting the qualifications established by the Commission; and
• (c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies.

MODIFICATION OF RIGHTS

1. Whenever the capital of the Company is divided into different Classes (such as the Common Shares and the preferred Shares), the rights attached to any such Class may (unless otherwise provided by the terms of issue of the Shares of that Class) only be materially adversely varied or abrogated (including but not limited to the circumstances where there is any amendment to these Articles which may be prejudicial to the rights of the holders of any preferred Shares) by: (i) a Special Resolution passed at a general meeting of holders of Common Shares; and (ii) a Special Resolution passed at a separate meeting of the holders of Shares of the relevant Class (such as the preferred Shares).

To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one (1) or more Persons at least holding or representing by proxy one-half (1/2) in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to the terms of issue of the Shares of that Class, every Shareholder of the Class shall on a poll have one (1) vote for each Share of the Class held by him.

1. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

CERTIFICATES

1. The Company shall deliver Shares to the subscribers of new Shares by Book-Entry Transfer within thirty (30) days from the date the Shares may be issued pursuant to the Applicable Listing Rules and make public announcement prior to the delivery. So long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or TSE, the Company may issue the Shares in scriptless form provided that the Company shall register with the securities central depositary in Taiwan. No Person shall be entitled to a certificate for any or all of his/her Shares, unless the Directors shall determine otherwise.

FRACTIONAL SHARES

1. Subject to these Articles, the Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one (1) fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

TRANSFER OF SHARES

• 1. Title to Shares which are registered in the Emerging Market or listed in the GreTai Securities Market or the TSE may be evidenced and transferred in accordance with the Applicable Listing Rules. Subject to the Law and Article 40E, Shares issued by the Company shall be freely transferable, provided that any Shares reserved for issuance to the employees of the Company may be subject to transfer restrictions for a period of not more than two (2) years, or such other period as the Directors may determine in their discretion.
• 1. The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve or the form required by the GreTai Securities Market or TSE (for so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or TSE) and be executed by or on behalf of the transferor and if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. The Register of Members maintained by the Company in respect of the Shares which are registered in the Emerging Market or listed in the GreTai Securities Market or the TSE may be kept by recording the particulars required under the Law in a form otherwise than legible provided such recording otherwise complies with the laws applicable to the Emerging Market, GreTai Securities Market or TSE and the Applicable Listing Rules. To the extent the Register of Members is kept in a form otherwise than legible it must be capable of being reproduced in a legible form.
• 1. The Board may decline to register any transfer of any Share unless:
• (a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
• (b) the instrument of transfer is in respect of only one (1) class of Shares;
• (c) the instrument of transfer is properly stamped, if required; or
• (d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four (4).

This Article is not applicable during the period that the Shares are registered in the Emerging Market or listed in GreTai Securities Market or TSE.

• 1. The registration of transfers may be suspended when the Register is closed in accordance with Article 41.
• 1. All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

• 1. The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two (2) or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.
• 1. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
• 1. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

VOTING ON RESOLUTION

• 1. The Company may from time to time by Ordinary Resolution:
• (a) increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe;
• (b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
• (c) convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;
• (d) subdivide its existing Shares, or any of them into Shares of a smaller amount; and
• (e) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
• 1. (A) The Company may also by Special Resolution:

• (a) change its name;

• (b) subject to the Law, reduce its share capital and any capital redemption reserve in any manner authorised by law; and

• (c) effect a Merger of the Company in accordance with the Applicable Listing Rules and the Law.
• 1. The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B:
• (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;
• (b) transfer the whole or any material part of its business or assets;
• (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;
• (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;
• (e) carry out private placement of its securities;
• (f) grant waiver to the Director's engaging in any business within the scope of the Company's business;
• (g) issue restricted shares for employees pursuant to Article 17B; and
• (h) distribute part or all of its dividends or bonus by way of issuance of new Shares.
• 1. Subject to the Law, these Articles and the quorum requirement under the Applicable Listing Rules, with regard to the dissolution procedures of the Company, the Company shall pass
• (a) an Ordinary Resolution, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or
• (b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 33(a) above.
• 1. Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Subject to the Law, in the event any part of the Company's business is Spun Off or involved in any Merger with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60) day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

REDEMPTION AND PURCHASE OF SHARES

• 1. Subject to the Law, the Applicable Listing Rules and these Articles, the Company is authorized to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Shareholder.
• 1. The Company is authorised to make payments in respect of the redemption of its shares out of the funds lawfully available (including out of capital) in accordance with the Law and the Applicable Listing Rules.
• 1. The redemption price of a redeemable Share, or the method of calculation thereof, shall be fixed by the Directors at or before issue of such Share. Every share certificate representing a redeemable share shall indicate that the share is redeemable.
• 1. Subject to the Applicable Listing Rules and Articles 38B and 39B, and with the sanction of an Ordinary Resolution authorising the manner and terms of purchase, the Directors may on behalf of the Company purchase any share in the Company (including a redeemable share) by agreement with the Shareholder or pursuant to the terms of the issue of the share and may make payments in respect of such purchase in accordance with the Applicable Listing Rules and the Ordinary Resolution authorizing the manner and terms of purchase.
• 38B. Subject to the Applicable Listing Rules, upon approval of a majority of Directors present at a Board meeting attended by two-thirds (2/3) of all Directors or more, the Company may repurchase its outstanding Shares listed on the GreTai Securities Market or TSE. The resolutions of Board of Directors in the preceding paragraph and how such resolutions are implemented shall be reported to the Shareholders at the next general meeting. If the Company fails to accomplish the repurchase of its outstanding Shares listed on the GreTai Securities Market or TSE as approved and anticipated by the resolutions of the Board of Directors, it shall be reported to the Shareholders at the next general meeting.
• 1. The redemption price may be paid in any manner authorised by the Law and these Articles. A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty (30) days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.
• 39B. The Shares may only be cancelled in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor with the sanction of either the Supermajority Resolution Type A or the Supermajority Resolution Type B. The number of Shares to be repurchased and cancelled pursuant to a repurchase of Shares described in the preceding paragraph shall be pro rata among the Shareholders in proportion to the number of Shares held by each such Shareholder.

The amount payable to the Shareholders in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor may be paid in cash or by way of delivery of assets in specie (i.e., non-cash). The assets to be delivered and the amount of such substitutive share capital in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor shall be approved by either the Supermajority Resolution Type A or the Supermajority Resolution Type B and shall be subject to consent by the Shareholder receiving such assets. Prior to such general meeting, the Board of Directors shall have the value of assets to be delivered and the amount of such substitutive share capital in respect of repurchase of the Shares (as described in the preceding paragraph) be audited and certified by a certified public accountant in Taiwan.

TREASURY SHARES

1. No share may be redeemed unless it is fully paid-up. Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be immediately cancelled or held as Treasury Shares in accordance with the Law and

Applicable Listing Rules. If the Board of Directors does not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

• 40B. No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of Treasury Shares.
• 40C. The Company shall be entered into the Register as the holder of the Treasury Shares provided that:
• (a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
• (b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Shares is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Shares shall be treated as Treasury Shares.
• 40D Subject to Article 40E and the Applicable Listing Rules, the Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Board of Directors. If the Treasury Shares having been repurchased by the Company is for the purpose of the transfer to employees under the Applicable Listing Rules, the Company may impose transfer restrictions that the employees refrain from transferring such Shares during certain period with a maximum of two (2) years.
• 40E. Subject to the Applicable Listing Rules, the transfer of Treasury Shares to its employees by the Company at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company shall be approved at the next general meeting by at least two-thirds (2/3) of votes of Shareholders attending the meeting with a quorum of more than half of the total issued Shares. The following matters shall be listed in the reasons for convening this general meeting and in no event shall such matters be proposed at the general meeting as ad hoc motions:
• (a) transfer price determined, discount rate, calculation basis and fairness;
• (b) number of Treasury Shares to be transferred, purpose and fairness;
• (c) criteria of eligible employees and number of Treasury Shares that may be subscribed for; and
• (d) impact on shareholders' rights: (i) the amount to be booked as expense of the Company and dilution of earnings per Share; and (ii) description of the Company's financial burden arising from the transfer of Treasury Shares to employees at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company.

The accumulated number of Treasury Shares that have been transferred to employees as so approved at each general meetings shall not exceed five (5%) of the total issued Shares of the Company, and the accumulated number of Treasury Shares transferred to a single employee shall not exceed zero point five percent (0.5%) of the total issued Shares.

CLOSING REGISTER OR FIXING RECORD DATE

1. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register shall be closed for

transfers for a stated period. For so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or TSE, the Register shall be closed at least for a period of sixty (60) days, thirty (30) days and five (5) days inclusive of the date of each annual general meeting, each extraordinary general meeting and the record date for a dividend distribution, respectively.

1. Apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a general meeting and for the purpose of determining those Members that are entitled to receive payment of any dividend. In the event the Directors designate a record date in accordance with this Article 42, such record date shall be a date prior to the general meeting (in respect of convening a general meeting) and the Directors shall immediately make a public announcement on the website designated by the Commission and the GreTai Securities Market or TSE pursuant to the Applicable Listing Rules.

GENERAL MEETINGS

• 1. All general meetings other than annual general meetings shall be called extraordinary general meetings.
• 1. The Board may, whenever they think fit, convene a general meeting of the Company; provided that the Company shall in each year hold a general meeting as its annual general meeting within six (6) months after close of each financial year and shall specify the meeting as such in the notices calling it.
• 1. At these meetings the report of the Directors (if any) shall be presented. For so long as the Shares are registered in the Emerging Market and/or listed in the GreTai Securities Market or TSE, all general meetings shall be held in Taiwan, if a general meeting is to be convened outside Taiwan, the Company shall apply for the approval of the GreTai Securities Market or the TSE thereof within two (2) days after the Board adopts such resolution or the Shareholders obtain the approvals of the MOEA, the Commission and GreTai Securities Market or the TSE.
• 1. Extraordinary general meetings may also be convened by the Board on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding three percent (3%) or more of the total number of issued Shares of the Company for a period of one (1) consecutive year or a longer time deposited at the Office or the Shareholders' Service Agent specifying the objects of the meeting, and if the Board does not duly proceed to convene such meeting for a date not later than 15 days after the date of such deposit, for so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, the requisitionists themselves may convene the extraordinary general meeting in the same manner as provided for under Article 48, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.
• 1. If at any time there are no Directors, any Shareholder or Shareholders holding three percent (3%) or more of the total number of the issued Shares of the Company for a period of one (1) consecutive year or a longer time may, for so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

1. At least thirty (30) and fifteen (15) days' notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients.

48B. The Company shall make public announcements with regard to notice of general meeting, proxy form, and summary information and details about issues for recognition, discussion, election or dismissal of Directors or supervisors (if any) at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

If the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 67, the Company shall also send to the Shareholders the information and documents as described in the preceding paragraph, together with the voting right exercise forms.

• 1. The Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least twenty-one (21) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Such manual shall be distributed to all Shareholders attending the general meeting in person, by proxy or by corporate representative(s) (where the Shareholder is a corporation) at the general meeting.
• 1. The following matters shall be specified in the notice of a general meeting, and shall not be proposed as ad hoc motions:
• (a) election or discharge of Directors or supervisors (if any);
• (b) amendments to the Memorandum of Association and/or these Articles;
• (c) dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spinoff of the Company;
• (d) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;
• (e) the transfer of the whole or any material part of its business or assets;
• (f) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company;
• (g) the private placement of equity-linked securities;
• (h) granting waiver to the Director's engaging in any business within the scope of business of the Company;
• (i) distribution of part or all of its dividends or bonus by way of issuance of new Shares;
• (j) capitalization of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by issuing new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them; and
• (k) subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them.

Subject to the Law and these Articles, the Shareholders may propose matters in a general meeting to the extent of matters as described in the agenda of such meeting.

PROCEEDINGS AT GENERAL MEETINGS

1. No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, the holders of Shares being more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes.

2. Shareholder(s) holding one percent (1%) or more of the total number of issued Shares immediately prior to the relevant book close period may propose in writing to the Company a proposal for discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by the Applicable Listing Rules at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. Any Shareholder(s) whose proposal has been submitted and accepted by the Board, shall continue to be entitled to attend the annual general meeting in person or by proxy or in the case of a corporation, by its authorised representative(s), and participate in the discussion of such proposal.

The Board may exclude a proposal submitted by a Shareholder(s) if (i) the number of Shares held by such Shareholder(s) is less than one percent (1%) of the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before the general meeting; (ii) the proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under the Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter; or (iv) the proposal is submitted after the expiration of the specified period determined by the Board, in which case, the rejected proposal shall not be discussed at the annual general meeting. The Company shall, prior to the dispatch of a notice of the annual general meeting, inform the Shareholders the result of submission of proposals and list in the notice of annual general meeting the proposals accepted for consideration and approval at the annual general meeting. The Board shall explain at the annual general meeting the reasons for excluding proposals submitted by such Shareholder(s).

• 1. Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of Directors. In case the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves a chairman for such meeting.
• 1. Subject to the Applicable Listing Rules, for a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.
• 1. Subject to the Applicable Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The number or proportion of the votes in favour of, or against, that resolution shall be recorded in the minutes of the meeting.
• 1. Unless otherwise expressly required by the Law or these Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Shareholders at any general meeting shall be passed by an Ordinary Resolution.
• 1. In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of General Meetings.

VOTES OF SHAREHOLDERS

1. Subject to these Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person representing a Shareholder by proxy shall have one (1) vote for each Share of which he or the Person represented by proxy is the holder. Subject to the Law and unless otherwise provided for in these Articles, any resolutions at a general meeting of the Company shall be adopted by an Ordinary Resolution.

For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, any Shareholder holding Shares on behalf of another beneficiary Shareholder(s) may exercise his/her voting rights severally in accordance with the request(s) of the respective beneficial Shareholder(s). The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules.

• 1. No vote may be exercised by any Shareholder with respect to any of the following Shares:
• (a) the Treasury Shares held by the Company in accordance with the Law, these Articles and the Applicable Listing Rules;
• (b) the Shares held by any subordinate company of the Company as defined in the Applicable Listing Rules, where the total number of voting shares or total shares equity held by the Company in such a subordinated company represents more than one-half (1/2) of the total number of voting shares or the total shares equity of such a subordinated company; or
• (c) the Shares held by another company, where the Company and its subordinated company directly or indirectly hold more than one-half (1/2) of the total number of the voting shares or total shares equity of such company.

Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the total number of issued shares while calculating the quorum for the purpose of Article 51.

• 1. In the case of joint holders, the joint holders shall select among them a representative for the exercise of their shareholder's rights and the vote of their representative who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.
• 1. A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, guardian or any other Person who is similar to guardian and appointed by any court having jurisdiction, may vote by proxy.
• 1. A Shareholder may appoint a proxy to attend a general meeting on his behalf by executing an instrument in usual or common form or such other form as the Directors may approve, and such proxy form shall be prepared by the Company stating therein the scope of power authorized to the proxy. A Shareholder may only execute one (1) such proxy form and appoint one (1) proxy for each general meeting, and shall serve such written proxy to the Company no later than five (5) days prior to the meeting date. In case the Company receives two (2) or more written proxies from one (1) Shareholder, the first one arriving at the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
• 62B. After a proxy is delivered to the Company, if the Shareholder issuing the proxy intends to attend the general meeting in person or exercise the voting rights in writing or by way of electronic transmission, the Shareholder shall issue a written notice to the Company to revoke the proxy at least two (2) days prior to the general meeting. If the revocation is not made during the prescribed period, the votes casted by the person as proxy shall prevail.
• 1. The instrument appointing a proxy shall be in the form approved by the Board and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Shareholder, proxy recipient and proxy solicitation agent (if any). The form of proxy shall be provided to the Shareholders together with the relevant notice by mail or electronic transmission for the relevant general meeting. Notwithstanding any other provisions of these Articles, the distribution of the notice and proxy materials shall be made to all Shareholders

and such distribution, regardless of delivering by email or by electronic transmission, shall be made on the same day.

• 1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.
• 1. Except for Taiwan trust enterprises or Shareholders' Service Agencies approved by Taiwan competent authorities or the chairman appointed pursuant to Article 68, when a person who acts as the proxy for two (2) or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent (3%) of the total number of votes of the Company and the portion of excessive votes represented by such proxy shall not be counted.
• 1. To the extent required by the Applicable Listing Rules, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed (the "Proposed Matters") for consideration and approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to the said matter, but all such Shares shall be counted in the quorum for the purpose of Article 51 notwithstanding that such Shareholder should not exercise his voting right. Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the number of votes of Shareholders present at the general meeting for the resolution relating to the Proposed Matters by the Company.
• 1. The voting at the general meeting may be exercised in writing or by way of electronic transmission; provided, however, that if the regulations in relation to the mandatory electronic voting issued by the Commission applies to the Company, the Company must adopt electronic voting as one of the voting methods in the general meeting. If the Board resolves to hold a general meeting outside Taiwan, the Company must allow the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission.
• 1. The voting at the general meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the votes shall be described in the notice of the general meeting. A Shareholder who exercises his votes in writing or by way of electronic transmission as set forth in the preceding Article 67 shall be deemed to have appointed the chairman of the general meeting as his or her proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document,, but shall be deemed to have waived his votes in respective of any ad hoc motions and the amendments to the contents of the original proposals at such general meeting; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Listing Rules. The chairman, acting as proxy of a Shareholder, shall not exercise the voting right of such Shareholder in any way not stipulated in the written or electronic document.

For so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or TSE, where a general meeting is to be held outside Taiwan, the Company shall engage a designated institute (i.e., Shareholders' Service Agent located in Taiwan) approved by the Commission and the GreTai Securities Market or the TSE to handle the administration of such general meeting (including but not limited to the voting for Shareholders of the Company).

1. A Shareholder shall submit his or her vote by way of written ballot or electronic transmission pursuant to Article 67 to the Company at least two (2) days prior to the scheduled meeting date of the general meeting; whereas if two (2) or more such written ballot or electronic transmission are submitted to the Company, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 by the first written ballot or transmission shall prevail unless it is expressly included in the subsequent vote by written ballot or electronic transmission that the original vote submitted by written ballot or electronic transmission be revoked.

2. In case a Shareholder who has submitted his votes by written ballot or electronic transmission intends to attend the general meeting in person, he shall, at least two (2) days prior to the date of the meeting revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68. If a Shareholder who has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67 does not submit such a revocation before the prescribed time, his or her vote by written ballot or electronic transmission and the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 shall prevail.

If a Shareholder has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67, and has subsequently submitted a proxy appointing a person as his or her proxy to attend the general meeting on his or her behalf, the subsequent appointment of that person as his or her proxy shall be deemed to be a revocation of such Shareholder's deemed appointment of the chairman of the general meeting as his or her proxy pursuant to Article 68 and the vote casted by that person subsequently appointed as his or her proxy shall prevail.

1. In case the procedure for convening a general meeting or the method of adopting resolutions is in violation of the Law, Applicable Listing Rules or these Articles, a Shareholder may, within thirty (30) days from the date of the resolution, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, for revocation of such resolution.

PROXY AND PROXY SOLICITATION

1. For so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or the TSE, the Company shall comply with the Applicable Listing Rules in respect of the proxies and proxy solicitation.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

1. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Board of Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DIRECTORS

1. Unless otherwise determined by the Company in general meeting, the number of Directors shall be no less than five (5) Directors. Amongst the Board of Directors, the Company shall have at least three (3) Independent Directors, and the Independent Directors shall account for at least one-fifth (1/5) of the total number of Directors. At least one (1) of the Independent Directors must be domiciled in Taiwan. For so long as the Shares are listed on the GreTai Securities Market or the TSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the Applicable Listing Rules require for a foreign issuer.

Where any Shareholder is a corporate entity, its representative may be elected as Director or supervisor (if any). Where there are several representatives of any corporate Shareholder, such representatives may be elected as either Directors or supervisors (if any) but not as Director and supervisors (if any) concurrently.

1. Independent Directors shall possess professional knowledge and maintain independence within the scope of their directorial duties without having any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence of Independent Directors, method of nomination of Independent Directors, and other matters in relation to Independent Directors shall be subject to the Applicable Listing Rules.

When the number of Independent Directors falls below the required number of Independent Directors under these Articles or the Applicable Listing Rules due to the disqualification or resignation of an Independent Director or the Independent Director ceases to be a Director for any reason, the vacancy of such Independent Director shall be filled and elected at the next following general meeting. When all of the Independent Directors have been disqualified, resigned or cease to be Directors for any reason, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to elect Independent Directors.

1. Unless otherwise permitted by GreTai Securities Market or TSE and under the Applicable Listing Rules, a spousal relationship and/or a Family Relationship within the Second Degree of Kinship shall not exist among more than half (1/2) of the Directors (the "Threshold").

Where the Directors elected at the general meeting do not meet the Threshold, the election of the Director receiving the lowest number of votes among those not meeting the Threshold shall be deemed null and void. If any of the existing Directors does not meet the Threshold, such Director in office shall be discharged immediately and automatically.

1. When the number of Directors falls below five (5) due to the disqualification or resignation of a Director or any Director ceases to be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general meeting. When the number of Directors falls short by one-third (1/3) of the minimum number prescribed by these Articles, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to hold an election of Directors.

If it is resolved at a general meeting held prior to the expiration of the term of the current Directors that all Directors shall be re-elected with effect immediately after the adoption of such resolution (the "Re-Election"), unless otherwise resolved at such general meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the Re-Election. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company.

• 1. The general meeting of the Shareholders may appoint any natural person or corporation to be a Director. At a general meeting of election of Directors or supervisors (if any), the number of votes exercisable in respect of one (1) Share shall be the same as the number of Directors or supervisors (if any) to be elected, and the total number of votes per Share may be consolidated for election of one (1) candidate or may be split for election of two (2) or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director or supervisor (if any) so elected.
• 1. The Directors may also adopt a candidate nomination mechanism which is in compliance with Applicable Listing Rules. The rules and procedures for such candidate nomination shall be in accordance with policies established by the Directors and by an Ordinary Resolution from time to time, which policies shall be in accordance with the Law, these Articles and the Applicable Listing Rules. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Guidelines Governing Election of Directors.
• 1. Subject to these Articles, the term for which a Director and supervisor (if any) will hold office shall not exceed three (3) years; thereafter he/she may be eligible for re-election. In case no election of new Directors or supervisors (if any) is effected after expiration of the term of office of the existing Directors or supervisors (if any), the term of office of such Directors or supervisors (if any) shall be extended until the time new Directors or supervisors (if any) are elected and assume their office.
• 1. A Director may be discharged at any time by either a Supermajority Resolution Type A or a Supermajority Resolution Type B adopted at a general meeting. If a Director is discharged during the term of his/her office as a director without good cause, such Director may make a claim against the Company for any and all damages sustained by him/her as a result of such discharge.
• 1. The Board of Directors shall have a Chairman (the "Chairman") elected and appointed by a majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the Directors then in office.
• 1. The Board may, from time to time, and except as required by the applicable laws and Applicable Listing Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.
• 1. A Director shall not be required to hold any Shares in the Company by way of qualification.
• 84B. Where any Director, who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the "Pledged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director, and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

DIRECTORS' FEES AND EXPENSES

• 1. Unless otherwise stipulated in these Articles or the Applicable Listing Rules, the remuneration (if any) of the Directors is subject to resolution by the Board of Directors in accordance with the standard prevalent in the industry. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.
• 1. Subject to Article 85, any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.
• 86B. The Company shall establish a salaries and remuneration committee, and the professional qualifications of members, how such committee functions and exercises its power and other relevant matters shall be subject to Applicable Listing Rules. The salaries and remunerations in the preceding paragraph include the salaries and remunerations and stock options and other measures providing substantial incentives for Directors and managers.

PROXY

• 1. Subject to the Applicable Listing Rules, any Director may appoint another Director to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director at a meeting or meetings of the Directors which that Director is unable to attend personally.
• 1. The instrument appointing the proxy referred in the preceding article shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

1. At the close of each financial year, the Board of Directors shall prepare the business report, financial statements and the surplus earning distribution and/or loss offsetting proposals for adoption by the annual general meeting, and upon such adoption by the annual general meeting, distribute or make public announcements to each Shareholder copies of adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting in accordance with these Articles and the Applicable Listing Rules. For so long as the Shares are registered in the Emerging Stock Market or listed in the GreTai Securities Market or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.

2. 1. Subject to the Law, these Articles, Applicable Listing Rules and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
3. 1. The Directors may from time to time appoint any Person (exclusive of any Independent Directors), whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of the chief executive officer, president, one (1) or more vice-presidents or chief financial officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Notwithstanding the foregoing, if any Directors hold either of the above positions, the relevant remuneration shall be subject to Article 85. Any Person so appointed by the Directors may be removed by the Directors. The Directors may also appoint one (1) or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto determine if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
4. 1. The Directors may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors.
5. 1. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
6. 1. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
7. 1. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
8. 1. The Directors from time to time and at any time may establish any committees for managing any of the affairs of the Company (including but not limited to remuneration committee), and unless otherwise provided in the Applicable Listing Rules, the members of such committees shall be Directors. Where any Director holds above position, the relevant remuneration shall be subject to Article 85.
9. 1. The Directors from time to time and at any time may delegate to any such committee, manager or agent any of the powers, authorities and discretions for the time being vested in

the Directors and may authorise the members for the time being of any such committee, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

97B Subject to the Cayman Islands law, any Director shall owe fiduciary duties to the Company and such fiduciary obligations shall include but not limited to the observance of general standards of loyalty, good faith and the avoidance of a conflict of duty and self-interest. If any Director breaches the aforesaid fiduciary duties, subject to the Cayman Islands law, such Director shall be held liable for any damages therefrom.

Subject to the Cayman Islands law, if any Director violates the aforesaid fiduciary duties for him/herself or another person his/her, it may be resolved at the general meeting to deem any income from such behaviour as the Company's income.

If any Director breaches any applicable laws or regulations in performing business for the Company, therefore causing any loss or damage to third party, subject to the Cayman Islands law, such Director shall be held jointly and severally liable for the loss or damage to such third party with the Company. In this connection, such Director shall indemnify the Company for any loss or damage incurred by the Company to third party. Subject to the Cayman Islands law, the officers and the supervisors (if any) of the Company shall bear the aforesaid joint and several liability with the Company within the scope of their respective duties.

1. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

1. Subject to these Articles and the Applicable Listing Rules, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

• 1. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one (1) or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
• 1. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal.
• 1. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

1. The office of Director shall be vacated, if the Director:

2. (a) committed a organized crime and has been adjudicated guilty by a final judgment, and the time elapsed after he has served the full term of the sentence is less than five (5) years;

3. (b) has been sentenced to imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, and the time elapsed after he has served the full term of such sentence is less than two (2) years;
4. (c) has been adjudicated guilty by a final judgment for misappropriating company or public funds during the time of his public service, and the time elapsed after he has served the full term of such sentence is less than two (2) years;
5. (d) becomes bankrupt or makes any arrangement or composition with his creditors;
6. (e) has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;
7. (f) has no or only limited capacity;
8. (g) dies or is found to be or becomes of unsound mind;
9. (h) resigns his office by notice in writing to the Company; or
10. (i) is removed from office and ceases to be the Director pursuant to these Articles.
11. 1. In case a Director has, in the course of performing his/her duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and regulations and these Articles, but not been discharged or removed by a resolution of the general meeting, any Shareholder(s) holding three percent (3%) or more of the total number of issued Shares may, within thirty (30) days after that general meeting, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, in respect of such matter, for the removal of such Director, at the Company's expense.

PROCEEDINGS OF DIRECTORS

• 1. The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes present at such meeting. In case of an equality of votes the chairman shall not have a second or casting vote. The notice of the Board meeting shall state the reasons for such meeting and shall be given to each Director at least seven (7) days prior to the meeting; however the Board meeting may be convened from time to time in case of any emergency in accordance with the Applicable Listing Rules. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of Board Meetings.
• 1. A Director may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director is a member, by means of videoconference or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
• 1. The quorum necessary for the transaction of the business of the Directors shall be more than one-half (1/2) of the Directors. A Director represented by proxy at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
• 1. A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after

he knows that he is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

• (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or
• (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

To the extent required by Applicable Listing Rules, a Director may not vote for himself or on behalf of other Director in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

If any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting.

• 1. A Director who does anything for himself or on behalf of another person that is within the scope of the Company's business shall declare the essential contents of such behaviour to the general meeting of the Shareholders and be approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. Failure in obtaining such approval shall cause the Director being so interested be liable to account to the Company for any profit realised by any such behaviour if the general meeting so resolves by an Ordinary Resolution within one (1) year from such behaviour.
• 1. Notwithstanding the preceding Articles, subject to the Applicable Listing Rules, a Director may hold any other office or place of profit under the Company (other than the office of internal auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.
• 1. Subject to these Articles and the Applicable Listing Rules, any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as internal auditor to the Company.
• 1. The Directors shall cause all minutes to be made in books or loose-leaf folders provided for the purpose of recording:
• (a) all appointments of officers made by the Directors;

• (b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

• (c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

• 1. Subject to the Applicable Listing Rules, when the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
• 1. Subject to the Applicable Listing Rules, the continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for summoning a general meeting of the Company, but for no other purpose.
• 1. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one (1) of their number to be chairman of the meeting.
• 1. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present.
• 1. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, all acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
• 1. The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors:
• (a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others;
• (b) the sale or transfer of the whole or any material part of its business or assets;
• (c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;
• (d) the election of Chairman of the Board pursuant to these Articles; and
• (e) issuance of corporate bonds.

AUDIT COMMITTEE

1. The Company shall set up an Audit Committee. The Audit Committee shall comprise solely of all Independent Directors and the number of committee members shall not be less than three (3). One (1) of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one (1) of the Audit Committee members shall have accounting or financial expertise. The meetings of the Audit Committee may be convened by serving prior notice to each Director by way of mail, email or facsimile. A valid resolution of the Audit Committee requires approval of one-half (1/2) or more of all its members.

2. 1. Notwithstanding anything provided to the contrary contained in these Articles, the following matters require approval of one-half (1/2) or more of all members of the Audit Committee and final approval of the Board:
3. (a) adoption of or amendment to an internal control system;
4. (b) assessment of the effectiveness of the internal control system;
5. (c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others;
6. (d) any matter relating to the personal interest of the Directors;
7. (e) the entering into of a transaction relating to material assets or derivatives; ;
8. (f) a material monetary loan, endorsement, or provision of guarantee;
9. (g) the offering, issuance, or private placement of any equity-linked securities;
10. (h) the hiring or dismissal of an attesting certified public accountant as the auditor of the Company, or the compensation given thereto;
11. (i) the appointment or discharge of a financial, accounting, or internal auditing officers;
12. (j) approval of annual and semi-annual financial reports; and
13. (k) any other material matter so required by Applicable Listing Rules or the competent authority.

With the exception of item (j) above, any other matter that has not been approved with the consent of one-half (1/2) or more of all Audit Committee members may be undertaken upon the consent of two-thirds (2/3) or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Where the Audit Committee is unable to convene a meeting for any proper cause, matters may be approved by consent of two-thirds (2/3) or more of all Directors, provided that the Independent Director members shall still be required to issue an opinion as to whether the resolution is approved in respect of a matter under item (j) above.

• 1. The accounts of the Company shall be audited at least once in every year.
• 1. The Audit Committee shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.
• 1. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Audit Committee and compared with the books, accounts and vouchers relating thereto; and the Audit Committee shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The Audit Committee may appoint, on behalf of the Company, a practicing lawyer and a certified public accountant to conduct the examination. The financial statements of the Company shall be audited by an auditor appointed by the Board in accordance with generally accepted auditing standards. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a

country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such country or jurisdiction.

• 1. Any Shareholder or Shareholders holding three percent (3%) or more of the total number of the issued Shares of the Company for one (1) consecutive year or longer may request in writing any Independent Director of the Audit Committee to file a litigation against any Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China. If Independent Directors of the Audit Committee fail to file such litigation within thirty (30) days after receiving the request by such Shareholder or Shareholders, subject to Cayman Islands law, such Shareholder or Shareholders may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.
• 1. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Rules of Audit Committee.

DIVIDENDS

• 1. Subject to any rights and restrictions for the time being attached to any Shares and these Articles, the Company by Ordinary Resolution may declare dividends and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
• 1. Subject to Article 130, the Directors may, before recommending any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.
• 1. Any dividend may be paid by cheque sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to the representative of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.
• 1. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the number of the Shares held by the Shareholders.
• 1. As the Company continues to grow, the need for capital expenditure, business expansion and a sound financial planning for sustainable development, it is the Company's dividends policy that the dividends may be allocated to the Shareholders in the form of cash dividends and/or bonus shares according to the Company's future expenditure budgets and funding needs.

Unless otherwise provided in the Applicable Listing Rules, the net profits of the Company for each annual financial year shall be allocated in the following order and proposed by the Board of Directors to the Shareholders in the general meeting for approval:

• (a) to make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;
• (b) to set off cumulative losses of previous years (if any);

• (c) to set aside ten percent (10%) as Legal Reserve pursuant to the Applicable Listing Rules unless the accumulated amount of such Legal Reserve equals to the total paidup capital of the Company;

• (d) to set aside an amount as Special Reserve pursuant to the Applicable Listing Rules and requirements of the Commission;

• (e) a maximum of one percent (1%) of the annual net profits after the deduction of subparagraphs (a) to (d) above shall be reserved for the purpose of Directors bonuses;
• (f) a maximum of seven percent (7%) and a minimum of one percent (1%) of the annual net profits after the deduction of sub-paragraphs (a) to (d) above shall be reserved for the purpose of employees' bonuses (including employees of the Company and/or any Subsidiaries of the Company); and
• (g) with respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (f) above), the Board of Directors may present a proposal to distribute to the Shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, and dividends shall be at least fifteen percent (15%) of the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (f) above). Cash dividends shall comprise a minimum of twenty percent (20%) of the total dividends allocated to Shareholders.

The term "Subsidiaries" above refers to the companies defined under No. 27 and No. 28 of the IFRS (i.e., International Financial Reporting Standards).

1. If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share. No dividend shall bear interest against the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

• 1. The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.
• 1. The books of account shall be kept at the Office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
• 1. The Board of Directors shall prepare and submit the financial statements and records to the annual general meeting of Shareholders for its ratification and after the meeting shall distribute to each Shareholder the copies of ratified financial statements and the resolutions on the earning distribution and/or loss offsetting. For so long as the Shares are registered in the Emerging Stock Market or listed in the GreTai Securities Market or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.
• 1. Subject to the Applicable Listing Rules, the Board shall keep copies of the yearly business report, financial statements and other relevant documents at the office of its Shareholders' Service Agent in Taiwan fifteen (15) days before the annual general meeting and any of its Shareholders is entitled to inspect such documents from time to time.
• 1. Save for the preceding Article 135 and Article 149, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.
• 1. The accounts relating to the Company's affairs shall only be audited in such manner and with such financial year end as may be determined from time to time by the Directors, or required by the Applicable Listing Rules.

• The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

INTERNAL AUDIT

1. The Company shall set up internal audit unit under the Board of Directors, and hire qualified and adequate staffs as internal auditors. Any matters in relation to the internal audit shall comply with the Applicable Listing Rules.

CAPITALISATION OF RESERVES

• 1. Subject to the Law, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B:
• (a) resolve to capitalise an amount standing to the credit of reserves or other capital reserves (including a share premium account, capital redemption reserve, revenue, profit and loss account, Capital Reserves, Legal Reserves and Special Reserves), whether or not available for distribution;
• (b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the number of Shares held by them respectively and apply that sum on their behalf in or towards paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other;
• (c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; and
• (d) generally do all acts and things required to give effect to the resolution.

TENDER OFFER

• 1. Subject to the Applicable Listing Rules, within seven (7) days after the receipt of the copy of a tender offer application form and relevant documents by the Company or its litigation or nonlitigation agent appointed pursuant to the Applicable Listing Rules, the Board of the Directors shall resolve to recommend to the Shareholders whether to accept or object to the tender offer and make a public announcement of the following:
• (a) The types and amount of the Shares held by the Directors and the Shareholders holding more than ten percent (10%) of the outstanding Shares held in its own name or in the name of other persons.
• (b) Recommendations to the Shareholders on the tender offer, which shall set forth the names of the Directors who abstain or object to the tender offer and the reason(s) therefor.
• (c) Whether there is any material change in the financial condition of the Company after the submission of the latest financial report and an explanation of the change, if any.
• (d) The types, numbers and amount of the shares of the tender offeror or its affiliates held by the Directors and the Shareholders holding more than ten percent (10%) of the outstanding Shares held in its own name or in the name of other persons.

SHARE PREMIUM ACCOUNT

• 1. The Directors shall in accordance with the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
• 1. There shall be debited to any share premium account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

NOTICES

• 1. Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Shareholder at his address as appearing in the Register, or to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic mail number or address such Shareholder may have positively confirmed in writing for the purpose of such service of notices. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands as their representative in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
• 1. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
• 1. Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or other document, if served by:
• (a) post or courier, shall be deemed to have been served five (5) days after the time when the letter containing the same is posted or delivered to the courier;
• (b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
• (c) recognised courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or
• (d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

1. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

2. 1. Notice of every general meeting of the Company shall be given to:
3. (a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
4. (b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

• 1. The Board shall keep at the office of its Shareholders' Service Agent in Taiwan copies of the Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of corporate bonds issued by the Company. Any Shareholder may request, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect and to make copies of the foresaid Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of the corporate bonds issued by the Company.
• 1. Without prejudice to the rights set forth in these Articles, no Shareholder shall be entitled to require discovery of any information in respect of any detail of the Company's trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.
• 1. The Board shall be entitled to release or disclose to any regulatory or judicial authority any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholder including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY OR INSURANCE

• 1. The Company may by Ordinary Resolution adopt one (1) of the protection mechanisms as described in Article 153 (a) and (b).
• 1. (a) Every Director and other officer for the time being and from time to time of the Company (each an "Indemnified Person") may be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, wilful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. No Indemnified Person shall be liable to the Company unless such liability arises through such Indemnified Person's own dishonesty, wilful default or fraud.

(b) The Company may purchase directors and officers liability insurance ("D&O insurance") for the benefit of every Director and other officer for the time being and from time to time of the Company. Such D&O insurance shall only cover the liability arising from the duty of such Director or officer in accordance with these Articles, the Law and the Applicable Listing Rules.

FINANCIAL YEAR

1. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

WINDING- UP

• 1. If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
• 1. If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law and in compliance with the Applicable Listing Rules, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any asset whereon there is any liability.
• 1. The Company shall keep all statements, records of account and documents for a period of ten years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by Ordinary Resolution.

AMENDMENT OF ARTICLES OF ASSOCIATION

1. Subject to the Law and the Articles, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association and/or these Articles in whole or in part.

REGISTRATION BY WAY OF CONTINUATION

1. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

LITIGIOUS AND NON-LITIGIOUS AGENT

1. For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, subject to the Applicable Listing Rules, the Company shall appoint a litigious and non-litigious agent in Taiwan (the "Litigious and Non-Litigious Agent"). The Litigious and Non-Litigious Agent shall be the responsible person of the Company in Taiwan and shall have residence or domicile in Taiwan. The Company shall report to the Commission in respect of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent. In case of any change of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent, the Company shall report to the Commission in respect of such change.

附件六

ቭொޟԍ॒ϝѐ

Annex : Comparison Table for Procedures for Granting of Loans

ߌ!!Ұ: ၎߅ມᆭЫΊՙཧส־ҴЅॼसჰྚ !2013.03.04ဗٚཥ

ॼѼ߲	ॼѼࡌ	ᇜܫ
Article 9	Article 9
౺·఑	౺·఑
Public Announcement and Declaration	Public Announcement and Declaration
ϝւҐോ	ϝւҐോ
…(front leaves out)	…(front leaves out)
2. Where the total loan amount and	2. Where the total loan amount and
balance of the granted loans of the	balance of the granted loans of the
Company reach one of the following	Company reach one of the following
thresholds, the Company shall make	thresholds, the Company shall make
the relevant declaration within two	the relevant declaration within two
days from the day of such occurrence:	days from the day of such occurrence:
…)߲ౚ*!	…)߲ౚ*!
Ѹϝѐ၎߅ມᆭᎠᚇၩΗҿከྎχ΂	Ѹϝѐ၎߅ມᆭᎠᚇၩΗҿከྎχ΂	ॼ ވࡌצЅӮᆭϝ້
ޚǫᓿܤٚძพҊχЉ૽ΉЉϚϝւ	ޚǫᓿܤٚძพҊЉχղЉ૽ᆀΉЉ	พՀϝѐ၎߅ມᆭϮ
ҐോDZ!	ϚϝւҐോDZ!	ऐਓ ಷᛵߜ ౺ߵྎ౒
…(behind leaves out)	…(behind leaves out)	32఑౺2ໟχЅӮ΂
!*ౚࡌ(	!*ౚࡌ(	गǭ!
Article 11	Article 11
౺Γ΂఑!!	౺Γ΂఑!!
Others	Others
يٴ !ໟٚЫ	يٴ !ໟٚЫ
The Company shall evaluate the status of loans and make adequate provision of bad	The Company shall evaluate the status of loans and make adequate provision of bad
debts in accordance with generally	debts, as well as make appropriate
accepted accounting principles, as well as	disclosure of relevant information in the
make appropriate disclosure of relevant	financial reports and provide the
information in the financial reports and	certifying accountants with relevant
provide the certifying accountants with	information for conducting the necessary
relevant information for conducting the	audit, so that appropriate audit reports
necessary audit, so that appropriate audit	may be issued.
reports may be issued. Ѹϝѐᓿ٠΂૊ϝᇘཥष঑ߵೌۊǫ	Ѹϝѐᓿ٠ຈՎ၎߅ມᆭ஺ׅٗඓҿ
ຈՎ၎߅ມᆭ஺ׅٗඓҿ፵ـχങܙ	፵ـχങܙᚦ஝ǫСܤૻୄോւτ፵	ॼ ވࡌצЅӮᆭϝ້
ᚦ஝ǫСܤૻୄോւτ፵ྴඖ្ԍ᜙	ྴඖ្ԍ᜙၎૲ǫٗඓ٥ࣣ᜙၎ਈЧ	พՀϝѐ၎߅ມᆭϮ
၎૲ǫٗඓ٥ࣣ᜙၎ਈЧ٥ཥष৚ୱ	٥ཥष৚ୱՀѯवࢎਘส־ǫзۇٴϙ	ऐਓ ಷᛵߜ ౺ߵྎ౒
Հѯवࢎਘส־ǫзۇٴϙྴχࢎਘോ	ྴχࢎਘോւǭ!	34఑χЅӮ΂गǭ
ւǭ!
Article 1˅ ౺ΓΉ఑!!	Article 1˅ ౺ΓΉ఑!!
Implementation and Amendment	Implementation and Amendment
ძࡳᆭॼस!	ძࡳᆭॼस!
The Procedures and any amendment	The Procedures and any amendment
thereof shall be effective upon approval	thereof shall be effective upon approval
by the Board and review of the	by the Board and review of the
Independent Directors of the Audit	Independent Directors of the Audit
Committee, subject to the Ordinary	Committee, subject to the Ordinary
Resolution in the general meeting. Any	Resolution in the general meeting. Any
objection by the Director which is	objection by the Director which is
recorded or in writing shall be submitted	recorded or in writing shall be submitted

廣華控股有限公司

Annex: Comparison Table for Procedures for Granting of Loans
附 件: 資金貸與他人作業程序部份條文修訂對照表

2013.03.04董事會

修正前	修正後	說明
to each of the Independent Directors of	to each of the Independent Directors of
the Audit Committee.	the Audit Committee and to the genral meeting for discussion.
	本程序經董事會通過後,送審計委員本程序經董事會通過後,送審計委員依公開發行公司資金 , 1, 1, 1, 1, 1, 1, 1, 1, 1, 2, 1, 1, 2, 2, 2, 2, 2, 2, 2, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 3, 4, 2, 4, 4, 4, 會各獨立董事審查, 並提報股東會以會各獨立董事審查, 並提報股東會以貸與及背書保證處理
	普通決議通過後實施,修正時亦同。 普通決議通過後實施,修正時亦同。	準則第8條第一項規
	如有董事表示異議且有紀錄或書面聲如有董事表示異議且有紀錄或書面聲 明者,公司並應將董事異議資料送審 明者,公司並應將董事異議資料送審	定。
計委員會各獨立董事。	計委員會各獨立董事及提報股東會討
	論。

౺ " # ҕވᆭݛЮ٠Ꮼ

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ࢸ٣Ѹϝѐ၎߅ມᆭЫΊՙཧส־ԍ܃٠൲ǫसҜѸส־ǭ!

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ଟѸส־ѓԍۊѝǫѸส܃־٣ҋұՍथЅӮय़άቡχຉ༳ǫيٴ༷ᓿᆭѸ ϝѐϝѐഌส)мيٴᒶॼۿצೆڎЭχݷѸǰΗᅷȟѸഌสȠ*τχۊࣣ ӌǭ!

• --
  

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Ѹสߦ־٠ᏬΙѨݛЮχೌۊᒛǭѸส־Ӭԍѹᅧٚیǫள٠ΙѨݛЮᒛǭ

""\$ \$% ፵ҋዻ

౺Ή

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ᆭѸϝѐ໋ԍཧୄ۪٧ޚǰ!

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ᆭѸϝѐ໋ԍฤනᑳ೦၎߅χѯवޚǰ!

:--?' -

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ມᆭჰດЧ౻ӔΙѨݛЮࡊݛۿχೌࢸޚۊ॒ǭ!

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౺Ήໟ܃ᅷȟฤනȠǫࡧߦӺǭѸϝѐχᔳཧຳනܤ߆ӺޚǫЧᔳཧຳ නࢸྎǭ!

! & ၎߅ມᆭЫΊχәϮѯवۻ

౺Ζ *--- ?-----
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ѸϝѐᆭЫϝѐۿՀဝ໋әཧୄ۪٧ߦٚ၎߅ມᆭޚǫᓿ٠౺ћ౺Ή ໟχೌۊǰәԍฤනᑳ೦၎߅χѯवٚ၎߅ມᆭޚǫЧΗҿׅࢸ॒DZ!

-- ----- --- ?-- ----?-

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ѸϝѐޟࡤၩԤϠχύΓЧΙχήϝѐәཧୄመवԭԍฤනᑳ೦၎߅χ ѯवޚǭ!

B#--?/- -?-C --
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ЫϝѐۿՀဝәᖳਈۿᔳၥຳᙦመवԭԍฤනᑳ೦၎߅χѯवޚǭ!

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يٴЫѸϝѐဗٚཥӌ༷၎߅ມᆭޚǭ!

' ౺ћ ( () \$% ၎߅ມᆭᕫᚇϮॸըჰດχᚇࡂ

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Ѹϝѐᕫມᆭ߅ᚇЧσຣၯѸϝѐ७ވԤϠχΉΓύࢸ॒ǫூәϝѐ໋ۿ ᆭՀဝ໋ԍฤනᑳ೦၎߅χѯवԭஉ၎߅ມᆭЫΊχᕫᚇǫЧσຣၯѸϝѐ ७ވԤϠχΉΓࢸ॒ǭ!

+----- -- -----
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ᆭѸϝѐԍཧୄ۪٧χϝѐۿՀဝǫॸըມᆭ߅ᚇЧσຣၯᙿЈ໋ཧୄ۪٧

߅ᚇࢸ॒ǭ܃ᅷཧୄ۪٧߅ᚇࡧߦᙿЈ໋ີۿᎄ߅ᚇଦޚǭ!

:--- ?-----
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ԍฤනᑳ೦၎߅ѯवχϝѐۿՀဝǫॸըມᆭ߅ᚇЧσຣၯѸϝѐ७ԤϠ χΓࢸ॒ǭ!

־ມᆭՙཧส

౺ύ

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Ѹϝѐᒛ၎߅ມᆭٚໟǫᓿҎ८්ΊҺᔗߌѯवχϝѐ၎ਈϮૻୄ၎ਈǫ ӒѸϝѐЧਓॖҐፅᑳ၎ᚇࡂǭѸϝѐڐҐፅࡌǫᓿҎૻୄഹՆൠມᆭჰ ດχ܃ᔳٚཧǬૻୄݠݺǬᓤિΑᆭߕҋǬᔾժિΑϮ८්ҋωЧፊǬ ຈՎǫٗᔌۇٴോւǭૻୄକჰ၎߅ມᆭჰດՙፊးಉຈՎበǫຈՎٚ ໟԶ϶ᓿмDZ!

-

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၎߅ມᆭЫΊχѯवۻϮӔۻǰ!

B# ??- - ? -
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Ч၎߅ມᆭჰດχૻୄݠݺᑴຽ၎߅ມᆭ߅ᚇոѯǰ!

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ಌᐿ၎߅ມᆭ߅ᚇոϔӞ॒ᚇЧϚǰ

E#-?F--->?--
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ჰѸϝѐχᔳၥड़ᒷǬૻୄݠݺϮޟܶ៵ੲχተ៓ǰ!

HIROCA HOLDINGS LTD. 廣華控股有限公司 Procedures for Granting of Loans 資金貸與他人作業程序

(E) whether collateral is required and appraisal on the value of the collateral; and

應否取得擔保品及擔保品之評估價值;及

(F)credit investigation and risk evaluation of the borrower shall be attached.

檢附資金貸與對象徵信及風險評估紀錄。

1. Securities 保全

In granting of loan, mortgage on real property or personal property shall be required where necessary. The abovementioned security may be substituted with guarantees by an individual or company with substantial assets at the Board's discretion based on the credit investigation report provided by the financial department. For guarantees made by a company, the articles of association of such company shall be checked for conformity.

本公司辦理資金貸與事項時,必要時應辦理動產或不動產之抵押設定。前項 債權擔保,債務人如提供相當資力及信用之個人或公司為保證,以代替提供 擔保品者,董事會得參酌財務單位之徵信報告辦理;以公司為保證者,應注 意其章程是否有訂定得為保證之條款。

1. Scope 授權範圍

After the financial department has conducted a credit investigation, the term of each loan and relevant matters shall be submitted to the general manager for approval and further to the Board for its approval. No other person may be authorized to make such decision. The comments of each Independent Director shall be duly considered, and the concurring or objecting position of such Independent Director shall be clearly recorded in the Board meeting minutes, including any reason for objection.

本公司辦理資金貸與事項,經本公司財務單位徵信後,呈總經理核准並提報 董事會決議通過後辦理,不得授權其他人決定。並應充分考量各獨立董事之 意見,將其同意或反對之明確意見及反對之理由列入董事會紀錄。

Loans between the Company and it parent company, or between the Company's subsidiaries, shall be submitted to the Board for approval pursuant to the foregoing. The Board may authorize the Chairman to make severalloans or recurring loans to the same borrower to the extent within a specific amount and within a period no longer than one year. "Specific amount" as referred to above shall mean that the authorized amount of loans by the Company or its subsidiary to an individual entity shall not exceed ten percent of the Company's net value in its

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Ѹϝѐᆭيٴѽϝѐۿήϝѐ໋ǫۿѸϝѐχήϝѐ໋χ၎߅ມᆭǫҤᓿ٠Ι ुೌۊඓဗٚཥᝳǫٗப៵ဗٚ߆ჰӌມᆭჰດܤဗٚཥᝳχۊ ᚇࡂϮσຣၯӺχන໋ϚϠԒມۿ൲ᕀҋǭ߲ु܃ᅷۊᚇࡂǫଟѸ ϝѐދϮ໋ࡤԍ៵ޟҴԤϠχԤχτѾ୦დѝχϝѐ໋χ၎߅ມ ᆭѝǫѸϝѐۿѸϝѐχήϝѐჰഹҵཧχ၎߅ມᆭχ៵ᚇࡂσபຣၯ Ѹϝѐടනૻୄോ७ԤϠχΓǭ!

* , ມᆭන॒Ϯष৩Јӻ

౺ϛ

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Ѹϝѐᒛᑳ၎χන॒Ϯष৩Јӻǫ٠ӑըᑳ၎ჰດϮᑳ၎ᚇࡂǫҎဗٚཥ ᝳՀχǭ!

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ᑳ၎ჰດӬәѹિባՀᑳ၎ࠟँǫѸϝѐபൠ܃يٴඓ٥χᏳߜۿࠋߜᛵ Ίǫ٠ݛ೬ՀಷϠϮଊᓤǫٗࡡँۊժкԆԤϠχΓၫँ߅ǭ!

+ ౺΅ \$- . /0 - "") ιມᆭ߅ᚇχࡌឲொᅼǬ ιມᆭ߅ᚇχࡌឲொᅼǬၲන៵ಷส־ ၲන៵ಷส־

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ມ්ࡌܢǫᓿݐ༷८්ΊϮߜᛵΊχૻୄǬཧୄЧϮࣣߕҋݠݺาǫ Ӭԍඓ٥Ᏻޚࠋߜǫٗᓿݐ༷يٴᏳߜሴ७ԍᠹׅǫၭԍॐάᠹϦǫ ᓿҜټ೦ോဗٚ߆ǫٗ٠ࡧҙࢸ፵ྴχಷǭ!

+-----?-F---------?-
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८්Ίܤມ්ڀනڀۿන߲ᓤᗂ८්ǫᓿҺषᆀᓿШχժ৩ǫ೨ӌѸ߅ ٪థᓤࡌǫЈшஉѸ८්าຆᎄᘓᗂ८්Ίۿᒛܔܙ៵༘ᎄǭ!

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၎߅ມᆭਙҰဗٚཥᝳ೦ၯޚǫૻୄഹՆபᑳ၎ჰດ၎߅መׅ ԒۿϠԒ්ǫᑳ၎ჰດҤபԒۿϠԒᓤᗂǫ८්Ꭰᚇσபຣၯ౺ћ ೌۊχടଦ߅ᚇǭၫޚѸϝѐபൠ܃يٴඓ٥χᏳߜۿࠋߜᛵΊǫ٠ݛ೬Հಷ ϠϮଊᓤǭ!

1 Ϛዴਘ

౺

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Ѹϝѐᒛ၎߅ມᆭٚໟǫᓿࡃҜങᛒǫൠ၎߅ມᆭχჰດǬ߅ᚇǬဗٚ ཥ೦ၯЉනǬ၎߅ມܢЉනϮ٠Ѹส־ೌۊᓿበ༿ຈՎχٚໟးωฝၠങǭ!

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ѸϝѐϚዴਘΊঠᓿԶ϶ۈዴਘѸส־ϮيٴୱՀׅǫٗՙԂਓॖࣾ ᒬǫӬพॐάၫೌٚǫᓿղЧਓॖ೦ތበषڸঠཥӑᐨҜဗٚǫٗၫ ϯݠωЧಷϠΊϮУᒛΊঠǭ!

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HIROCA HOLDINGS LTD. 廣華控股有限公司 Procedures for Granting of Loans 資金貸與他人作業程序

exceeds the limit required thereof, an improvement plan shall be adopted and submitted to the Independent Directors of the Audit Committee. The improvement plan shall be executed in accordance with the timeline specified therein.

本公司因情事變更,致貸與對象不符本程序規定或餘額超限時,應訂定改善 計畫,並將相關改善計畫送審計委員會各獨立董事,並依計畫時程完成改善。

Article 9 Public Announcement and Declaration 公告申報 第九條

1. The Company shall, prior to the tenth day of each month, publicly disclose the Company and its subsidiaries' the total loan amount and the balance of the granted loans for the preceding month.

本公司應於每月十日前公告申報本公司及子公司上月份資金貸與餘額。

1. Where the total loan amount and balance of the granted loans of the Company reach one of the following thresholds, the Company shall make the relevant declaration within two days from the day of such occurrence:

本公司資金貸與餘額達下列標準之一者,應於事實發生之日起二日內公告申 報:

(A) The loan amount and balance of the granted loans of the Company and its subsidiaries reach twenty percent or more of the Company's business net value in its most recent financial statement;

本公司及其子公司資金貸與他人之餘額達本公司最近期財務報表淨值百 分之二十以上。

(B)The loan amount and balance of the granted loans of the Company and its subsidiaries in respect of a single company or a business reach ten percent or more of the Company's business net value in its most recent financial statement:

本公司及其子公司對單一企業資金貸與餘額達本公司最近期財務報表淨 值百分之十以上。

(C) The amount of the newly granted loan of the Company or its subsidiaries exceeds Ten Million New Taiwan Dollars and has reached two percent or more of the net value in the most recent financial statement of the Company.

-- ቭொޟԍ॒ϝѐ

!־ມᆭЫΊՙཧส߅၎

Ѹϝѐيٴۿήϝѐཛྷቑ၎߅ມᆭ߅ᚇၩཛྷᆬჵΦϘЧΙСၩѸϝѐ ടනૻୄോ७ԤϠχΉЧΙǭ!

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Ѹϝѐχήϝѐߑឝїᡳχϝ້พՀϝѐޚǫ့ήϝѐԍ්߲ᓿϝւҐോ χٚໟǫᓿҎѸϝѐࢸχǭ!

3 ౺Γ .( 0\$& \$ ჰήϝѐ၎߅ມᆭЫΊχொᅼ

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Ѹϝѐχήϝѐᔌஉ၎߅ມᆭЫΊǫѸϝѐᓿڥήϝѐ٠Ѹส־ೌۊसۊ၎ ߅ມᆭЫΊՙཧส־ǫٗᓿ٠ۊ܃ՙཧส־ᒛǭ!

ໟٚЫيٴ 0

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Ѹϝѐᓿ٠ϝᇘཥषߵೌۊǫຈՎ၎߅ມᆭׅٗඓҿ፵ـχങܙᚦ ǫСܤૻୄോւτ፵ྴඖ្ԍ၎ǫٗඓ٥ࣣ၎ਈЧ٥ཥषୱՀѯव ਘส־ǫзۇٴϙྴχਘോւǭ!

("((( ძᆭॼस

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HIROCA HOLDINGS LTD. 廣華控股有限公司 Procedures for Granting of Loans 資金貸與他人作業程序

本程序經董事會通過後,送審計委員會各獨立董事審查,並提報股東會以普通 決議通過後實施, 修正時亦同。如有董事表示異議且有紀錄或書面聲明者, 公 司並應將董事異議資料送審計委員會各獨立董事。

The comments of each of the Independent Directors of the Audit Committee shall be fully considered by the Board of Directors during deliberations pursuant to the preceding subparagraph, and the concurring or objecting position of the Independent Directors and any objection reasons shall be clearly recorded in the Board meeting minutes.

本公司依前項規定將作業程序提報董事會討論時,應充分考量審計委員會各獨 立董事之意見,並將其同意或反對之明確意見及反對之理由列入董事會紀錄。

附件七

Annex: Comparison Table for PROCEDURES FOR MAKING OF END ORSEMENTS AND GUARANTEES ߌҰDZऐਓߜᛵՙཧส־ҴЅॼसჰྚ 2013.03.04 ဗٚཥ

ॼѼ߲	ॼѼࡌ	ᇜܫ
Article 3	Article 3
౺Ζ఑	౺Ζ఑
Subject of Endorsements/Guarantees ऐਓߜᛵχჰດ	Subject of Endorsements/Guarantees ऐਓߜᛵχჰດ
…	…
If the subject of endorsements/guarantees is a subsidiary whose net value is lower than fifty percent of its paid-in capital, the Company shall adopt relevant measures for subsequent management and supervisory control.	If the subject of endorsements/guarantees is a subsidiary whose net value is lower than fifty percent of its paid-in capital, the Company shall adopt relevant measures for subsequent management and supervisory control.
Ӭऐਓߜᛵჰດठࢸ఺७՜ܤძԆ ၎ѸᚇΉϠχ΂χήϝѐǫѸϝѐ ᓿ ۊڂឲ ࣣࡌ᜙ᅼொ௒ࡳǭ	Ӭऐਓߜᛵჰດठࢸ఺७՜ܤძԆ ၎ѸᚇΉϠχ΂χήϝѐǫѸϝѐ ᓿ ۊڂឲ ࣣࡌ᜙ᅼொ௒ࡳǭ
	In the case of a subsidiary with shares having no par value or a par value other than NT\$10, for the calculation of the aforementioned paid-in capital, the sum of the share capital plus paid in capital in excess of par shall be substituted. ήϝѐޟ ॖ෻౲ᚇ ޟ׹ۿॖᚇߑឝ ཛྷїჵΓϘޚǫ٠߲ुೌۊषᆀχ ძԆ၎ѸᚇǫᓿЧޟѸкष၎Ѹϝ ᐿ – พՀཿሴχӔषኞࢸχǭ	٠ᏬݛЮೌۊቑк Ѹ࢛Ϛ৉
…	…
"Subsidiary" and "parent company" as referred to in these Procedures shall be as determined under the Statement of Financial Accounting Standards Nos. 5 and 7 announced by the Accounting Research and Development Foundation (ARDF) of the Republic of China.	"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.
ήϝѐϮѽϝѐ ٠ߦ ݛ჏ૻ ๥Ίτ Ѿ୦ཥष ة࣫พ্୮߅ཥพѩχૻ ୄཥषྎߵϝോ౺ύဝϮ౺΅ဝχ ᇘۊೌ χǭۊ	ήϝѐϮѽϝѐ ߦ ٽᛵ٠ พՀΊ ૻ ୄ ോւጊ ڂ χߵྎ ᇘۊೌ χǭۊ	٠ᏬݛЮೌۊॼस Ѹ࢛Ϛ৉
	Where the Company's financial reports are prepared according to the International Financial Reporting Standards, the "net worth" as mentioned in these Procedures means the balance sheet equity attributable to the owners of the parent company under the

Annex: Comparison Table for PROCEDURES FOR MAKING OF END ORSEMENTS AND GUARANTEES ߌҰDZऐਓߜᛵՙཧส־ҴЅॼसჰྚ 2013.03.04 ဗٚཥ

ॼѼ߲	ॼѼࡌ	ᇜܫ
	Regulations Governing the Preparation of Financial Reports by Securities Issuers. ѸϝѐૻୄോւߦЧ୦ሕૻୄോᏛ
	ྎߵጊᇐޚǫѸྎ ܃ߵᅷχ఺७ǫ ߦ ٽᛵࡧ พՀΊ ୄૻ ോւጊ ߵྎڂ ۊೌ χ၎ౙ ޻໯ऻ ܤᘓឝ ѽϝѐཧ Уχ៵ੲǭ	٠ᏬݛЮೌۊቑк Ѹ࢛Ϛ৉
Article 5 ౺ύ఑ Determination and Authorization ؃ำϮ௛៵ቢત	Article 5 ౺ύ఑ Determination and Authorization ؃ำϮ௛៵ቢત
1. Endorsements/Guarantees by the Company shall be approved by resolutions of the Board. If the Company has an Audit Committee, the opinions of the Independent Directors of the Audit Committee shall be fully considered, and the approval or objection thereto as well as the reason for objection shall be recorded in the minutes of the Board meeting. The Board may authorize the Chairman to approve in advance any endorsements/guarantees which are less than ten percent of the Company's net value in the most recent financial statement and report the same to the Board for rectification after the fact. …	1. Endorsements/Guarantees by the Company shall be approved by resolutions of the Board. If the Company has an Audit Committee, the opinions of the Independent Directors of the Audit Committee shall be fully considered, and the approval or objection thereto as well as the reason for objection shall be recorded in the minutes of the Board meeting. The Board may authorize the Chairman to approve in advance any endorsements/guarantees which are less than ten percent of the Company's net value in the most recent financial statement and report the same to the most recent Board for rectification after the fact. …
Ѹϝѐᒛ౒ऐਓߜᛵٚໟǫᓿ࿭ဗ ٚཥ؃ᝳՀχǭι೒Ҝበषڸঠཥ ਋ǫᓿбϠԬຽበषڸঠཥӑᐨҜ ဗٚχ༷طǫٗஉيٴӌ༷ۿϯჰχ ܫያ༷طϮϯჰχ౒ҎҿΌဗٚཥ ࣾᒬǭဗٚཥப௛៵ဗٚ߆Ӟσຣ ၯѸϝѐട޿නૻୄോ޻఺७ԤϠ χΓχ॒ᚇϚ٠Ѹส־ԍ᜙χೌۊ Һω؃Հǫٚࡌҽോ࿭ဗٚཥଊᇘ χǭ …	Ѹϝѐᒛ౒ऐਓߜᛵٚໟǫᓿ࿭ဗ ٚཥ؃ᝳՀχǭι೒Ҝበषڸঠཥ ਋ǫᓿбϠԬຽበषڸঠཥӑᐨҜ ဗٚχ༷طǫٗஉيٴӌ༷ۿϯჰχ ܫያ༷طϮϯჰχ౒ҎҿΌဗٚཥ ࣾᒬǭဗٚཥப௛៵ဗٚ߆Ӟσຣ ၯѸϝѐട޿නૻୄോ޻఺७ԤϠ χΓχ॒ᚇϚ٠Ѹส־ԍ᜙χೌۊ Һω؃Հǫٚࡌҽോ࿭ട޿නဗٚ ཥଊᇘχǭ …	٠ᏬݛЮೌۊॼस Ѹ࢛Ϛ৉

Annex: Comparison Table for PROCEDURES FOR MAKING OF END ORSEMENTS AND GUARANTEES ߌҰDZऐਓߜᛵՙཧส־ҴЅॼसჰྚ 2013.03.04 ဗٚཥ

ॼѼ߲	ॼѼࡌ	ᇜܫ
Article 6 ౺ϛ఑ Procedures for Making Endorsements/Guarantees ऐਓߜᛵᒛ౒ส־	Article 6 ౺ϛ఑ Procedures for Making Endorsements/Guarantees ऐਓߜᛵᒛ౒ส־
… 4. The financial department shall, in accordance with Statement of Financial Accounting No. 9, evaluate or identify loss contingencies of the endorsements/guarantees and disclose information relevant to the endorsements/guarantees as appropriate in the financial statement, and shall provide the relevant information to a certified public accountant for adoption of necessary audit and preparation of the audit report.	… 4. The financial department shall evaluate or identify loss contingencies of the endorsements/guarantees and disclose information relevant to the endorsements/guarantees as appropriate in the financial statement, and shall provide the relevant information to a certified public accountant for adoption of necessary audit and preparation of the audit report.
… ૻୄഹՆᓿ٠ૻୄཥषྎߵϝւ౺ ဝχ· ۊೌ ǫຈՎ ۿ ᇘҿऐਓ ᛵߜ χۿԍཕџСܤૻୄോւτ፵ྴඖ ្ऐਓߜᛵ၎૲ǫٗඓ٥ཥष৚ࣣ ᜙၎ਈǫЧ٥ཥष৚௝Հѯवࢎਘ ส־ǫзۇٴϙྴχࢎਘോւǭ …	… ૻୄഹՆᓿຈՎۿᇘҿऐਓߜᛵχ ۿԍཕџСܤૻୄോւτ፵ྴඖ្ ऐਓߜᛵ၎૲ǫٗඓ٥ཥष৚ࣣ᜙ ၎ਈǫЧ٥ཥष৚௝Հѯवࢎਘส ־ǫзۇٴϙྴχࢎਘോւǭ …	٠ᏬݛЮೌۊॼस Ѹ࢛Ϛ৉
Article 8 ౺΍఑ Safekeeping and Procedures for Chop ߜ᠏ӈ ᅼϮส ־ …	Article 8 ౺΍఑ Safekeeping and Procedures for Chop ߜ᠏ӈ ᅼϮส ־ … 3. When making a guarantee for a foreign company, the Company shall have the Guarantee Agreement signed by a person authorized by the board of directors. ჰ୦ѝϝѐ ߜࢸᛵՀࢸ਋ǫѸϝ ѐ܃зۇٴχߜᛵٻᓿҎဗٚཥ௛ ៵χΊᛔ࿶ǭ	٠ᏬݛЮೌۊቑк Ѹ࢛Ϛ৉

HIROCA HOLDINGS LTD. 廣華控股有限公司

Annex: Comparison Table for PROCEDURES FOR MAKING OF END ORSEMENTS AND GUARANTEES 附件:背書保證作業程序部份條文修訂對照表 2013.03.04董事會

修正前	修正後	說明
Article 10 第十條 Public Disclosure of Information 公告申報	Article 10 第十條 Public Disclosure of Information 公告申報
The Company shall, prior to the tenth day of each month, publicly disclose the Company's and its subsidiaries' endorsement balance for the previous Where such balance reaches month. one of the following thresholds, disclosure shall be made within two days from the day of occurrence of such event:	The Company shall, prior to the tenth day of each month, publicly disclose the Company's and its subsidiaries' endorsement balance for the previous Where such balance reaches month. one of the following thresholds, disclosure shall be made within two days from the day of occurrence of such event:
本公司除應於每月十日前公告申報 本公司及子公司上月份背書保證餘 額。背書保證餘額達下列標準之一 者,應於事實發生之日起二日內公 告申報:	本公司除應於每月十日前公告申報 本公司及子公司上月份背書保證餘 額。背書保證餘額達下列標準之一 者,應於事實發生日之即日起算二 日内公告申報:	依據法令規定修訂 本段內容
3. The endorsement balance of the Company and its subsidiaries in respect of a single business or company reaches Ten Million New Taiwan Dollars and the total amount of the Company's endorsements/guarantees, long-term investment and loan for the business or company reaches thirty percent of the Company's net value in the most recent financial statement.	3. The endorsement balance of the Company and its subsidiaries in respect of a single business or company reaches Ten Million New Taiwan Dollars and the total amount of the Company's endorsements/guarantees, long-term investment and loan for the business or company reaches thirty percent of the Company's net value in the most recent financial statement.
本公司及其子公司對單一企業背書 保證餘額達新臺幣一千萬元以上且 對其 背書保證、長期投資及資金貸 與餘額合計數達本公司最近期財務 報表淨值百分之三十以上。	本公司及其子公司對單一企業背書 保證餘額達新臺幣一千萬元以上且 對其 背書保證、長期性質之投資及 資金貸與餘額合計數達本公司最近 期財務報表淨值百分之三十以上。	依據法令規定修訂 本段內容

廣華控股有限公司

Procedures for Making of Endorsements and Guarantees 背書保證作業程序

Article 1 Purpose 目的

第一條

Endorsement and guarantees made by the Company shall be subject to these Procedures. Any matter not specified herein shall be subject to the Applicable Listing Rules.

本公司有關對外背書保證事項依本程序之規定辦理。本程序如有未盡事宜,悉 依上市法令辦理。

Unless otherwise defined in the Procedures, any capital letters as used in the Procedures shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter "Articles").

除本程序另有定義外,本程序所使用任何英文字首大寫之詞彙,其意義應與本 公司公司章程(包括其隨時修改或被取代之版本;下稱「本章程」)中之定義相 同。

Applicable Subjects 適用範圍 Article 2

第二條

1. Financing Endorsements and Guarantees:

融資背書保證:

(A) Bill discount financing

客票貼現融資

(B) Endorsement or guarantee made to meet the financing needs of another company.

為他公司融資之目的所為之背書或保證

(C) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company.

為本公司融資之目的而另開立票據予非金融事業作擔保者

1. Customs duty endorsement/guarantee: meaning an endorsement or guarantee for the Company or another company with respect to customs duty matters.

關稅保證:係指為本公司或他公司有關關稅事項所為之背書或保證。

1. Other endorsements/guarantees: meaning endorsements or guarantees beyond the

廣華控股有限公司

Procedures for Making of Endorsements and Guarantees

背書保證作業程序

scope of the above two subparagraphs.

其他背書保證:係指無法歸類列入前二項之背書或保證事項。

1. Any creation by the Company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with these Procedures.

本公司提供動產或不動產為他公司借款之擔保設定質權、抵押權者。

Subject of Endorsements/Guarantees 背書保證之對象 Article 3

第三條

The Company may, in order to fulfill its contractual obligations, provide mutual endorsements/guarantees for another company in the same industry for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholdings. Except for the above, the Company may provide endorsements/guarantees only to the following companies:

本公司除得基於承攬工程需要之同業間依合約規定互保或因共同投資關係由各 出資股東依其持股比率對被投資公司背書保證者外,得背書保證之對象僅限於 下列公司:

1. A company with which it does business.

有業務往來之公司。

1. A company in which the Company directly and indirectly holds more than fifty percent of the voting shares.

本公司直接及間接持有表決權之股份超過百分之五十之公司。

1. A company that directly and indirectly holds more than 50 percent of the voting Shares in the Company.

直接及間接對公司持有表決權之股份超過百分之五十之公司。

Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the public company holds 100% of the voting shares.

前項所稱出資,係指本公司直接出資或透過持有表決權股份百分之百之公司出 資。

廣華控股有限公司 Procedures for Making of Endorsements and Guarantees 背書保證作業程序

If the subject of endorsements/guarantees is a subsidiary whose net value is lower than fifty percent of its paid-in capital, the Company shall adopt relevant measures for subsequent management and supervisory control.

如背書保證對象若為淨值低於實收資本額二分之一之子公司,本公司應制定續 後相關管控措施。

Endorsements/guarantees can be made between such companies of which the Company directly or indirectly holds 90% or more of voting shares; provided that the amount of endorsements/guarantees shall not be more than 10% of the Company's net value except for endorsements/guarantees between such companies of which the Company directly or indirectly holds 100% of voting shares.

本公司直接及間接持有表決權股份達百分之九十以上之公司間,得為背書保 證,且其金額不得超過本公司淨值之百分之十,但本公司直接及間接持有表決 權股份百分之百之公司間背書保證,不在此限。

Prior to the making of endorsements/guarantees between such companies of which the Company directly or indirectly holds 90% or more of voting shares pursuant to the preceding paragraph, the Board's approval must be obtained except for endorsements/guarantees between such companies of which the Company directly or indirectly holds 100% of voting shares.

本公司直接及間接持有表決權股份達百分之九十以上之公司間依據前述規定為 背書保證前,應提報本公司董事會決議後始得辦理,但本公司直接及間接持有 表決權股份百分之百之公司間背書保證,不在此限。

"Subsidiary" and "parent company" as referred to in these Procedures shall be as determined under the Statement of Financial Accounting Standards Nos. 5 and 7 announced by the Accounting Research and Development Foundation (ARDF) of the Republic of China.

子公司及母公司係依財團法人中華民國會計研究發展基金會發布之財務會計準 則公報第五號及第七號之規定認定之。

Limits of Endorsements/Guarantees 貴書保證之額度 Article 4

第四條

1. The total amount of the Company's liability in respect of endorsements/ guarantees cannot exceed forty percent of the Company's net value in its most recent financial statement, and the endorsements/guarantees for an individual entity cannot exceed twenty percent of the Company's net value in its most recent financial statement. The aggregate total amount of endorsements/ guarantees by

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ѸϝѐᒛऐਓߜᛵٚໟǫᓿဗٚཥᝳՀχǭιҜበषڸঠཥǫᓿ бϠԬຽበषڸঠཥӑᐨҜဗٚχ༷طǫٗஉيٴӌ༷ۿϯჰχܫያ༷طϮϯ ჰχҎҿΌဗٚཥࣾᒬǭဗٚཥப៵ဗٚ߆ӞσຣၯѸϝѐടනૻୄ ോ७ԤϠχΓχ॒ᚇϚ٠Ѹส־ԍχೌۊҺωՀǫٚࡌҽോဗٚ ཥଊᇘχǭ!

HIROCA HOLDINGS LTD. 廣華控股有限公司 Procedures for Making of Endorsements and Guarantees 背書保證作業程序

1. In case the Company needs to conduct endorsement/guarantee in excess of the limits set out in these Procedures to satisfy its business requirements, the Company shall obtain approval from the Board 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. The Company shall also amend these Procedures and submit the same to the general meeting for ratification after the fact. If the general meeting does not approve, the Company shall adopt a plan to discharge the amount in excess within a given time limit. If the Company has established an Audit Committee, the opinions of the Independent Directors of the Audit Committee shall be fully considered by the Board in the above meeting, and the concurring or objecting position of the Independent Directors and any objection reasons shall be clearly recorded in the Board meeting minutes.

本公司辦理背書保證因業務需要而有超過本程序所訂額度之必要時,應經董 事會同意並由半數以上之董事對公司超限可能產生之損失具名聯保,並修正 背書保證作業程序,報經股東會追認之;股東會不同意時,應訂定計劃於一 定期限內消除超限部份。已設立審計委員會於前項董事會討論時,應充分考 量審計委員會各獨立董事之意見,並將其同意或反對之明確意見及反對之理 由列入董事會紀錄。

1. If, as a result of changes of condition, the entity for which an endorsement/guarantee is made no longer satisfies the requirements of these Procedures or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt improvement plans and submit the improvement plans to the Audit Committee for review, and shall complete the improvement according to the time frame set out in the plan

本公司因情事變更,致背書保證對象不符本程序規定或金額超限時,應訂定 改善計畫,將相關改善計畫送審計委員會審查,並依計畫時程完成改善。

Procedures for Making Endorsements/Guarantees 背書保證辦理程序 Articles 6 第六條

1. The entity for which the endorsement/guarantee is made shall complete and submit an "Endorsement/Guarantee Application" to the financial department of the Company. The financial department shall evaluate the risk and prepare written record to be approved by the general manager and the Chairman and implemented in accordance with the resolutions of the Board.

本公司辦理背書保證事項時,被背書保證公司應填具「背書保證申請書」向 本公司財務單位提出申請,財務單位應評估其風險性並作成紀錄,經審查通 過呈總經理及董事長核示後,送董事會核定,並依據董事會決議辦理。

廣華控股有限公司

Procedures for Making of Endorsements and Guarantees

背書保證作業程序

1. The financial department shall conduct credit investigation on the entity for which endorsement/guarantee is made and conduct risk evaluation, which shall include the following:

財務單位針對被背書保證公司作徵信調查並作風險評估,評估事項應包括:

(A) The necessity of and reasonableness of the endorsements/guarantees.

背書保證之必要性及合理性。

(B) The necessity of the amount of endorsement/guarantee based on the creditstatus and risk assessment of the entity for which the endorsement/guarantee is made.

以被背書保證公司之財務狀況衡量背書金額是否必須。

(C) Whether the accumulative endorsements/guarantees amount is within the limit.

累積背書保證金額是否仍在限額以內。

(D) For endorsement/guarantee due to business relationship, whether the amount of endorseme nt /guarantee and business transaction amount are within the limit.

因業務往來關係從事背書保 證,應評估其背書保證金額與業務往來金額 是否在限額以內。

(E) Risk on the operations and financial conditions of the Company and impact on the rights of the Members.

對本公司之營運風險、財務狀況及股東權益之影響。

(F) Whether collateral should be obtained and the appraised value of the collateral.

應否取得擔保品及擔保品之評估價值。

(G) Credit investigation report and risk evaluation record shall be attached.

檢附背書保證徵信及風險評估紀錄。

1. The financial department shall prepare a memorandum book for the Company's endorsement/guarantee activities and record in detail the following information for the record: the business or company for which the endorsement/guarantee is made, matters of endorsement/guarantee, result of risk evaluation, the amount, the date of Board approval or of authorization by the Chairman, content of the collateral as well as terms and date for discharge of liability

廣華控股有限公司

Procedures for Making of Endorsements and Guarantees 背書保證作業程序

財務單位應建立備查簿,就承諾擔保事項、被背書保證企業之名稱、風險評 估結果、背書保證金額、董事會通過或董事長決行日期、取得擔保品內容及 解除背書保證責任之條件與日期等,詳予登載備查。

1. The financial department shall, in accordance with Statement of Financial Accounting No. 9, evaluate or identify loss contingencies of the endorsements/guarantees and disclose information relevant to the endorsements/guarantees as appropriate in the financial statement, and shall provide the relevant information to a certified public accountant for adoption of necessary audit and preparation of the audit report.

財務單位應依財務會計準則公告第九號之規定,評估或認列背書保證之或有 損失且於財務報告中適當揭露背書保證資訊,並提供會計師相關資料,以供 會計師採行必要查核程序,出具允當之查核報告。

1. Where the entity for which the endorsement/guarantee is made later becomes non-conformity with the requirements set forth under Article 3 of these Procedures, or if the amount of endorsement/guarantee exceeds the limit due to changes in the basis of calculation, the endorsement/guarantee made for the business or entity or the portion exceeding the limit shall be cancelled upon expiration of the contract or within a timeframe specified in a plan adopted by the Company. The relevant improvement plan shall also be submitted to the Independent Directors of the Audit Committee and reported to the Board.

本公司背書保證對象原符合本程序第三條之規定而嗣後不符規定,或背書保 證金額因據以計算限額之基礎變動致超過所訂額度時,對該對象背書保證金 額或超限部份應於合約所訂期限屆滿時或訂定計劃於一定期限內全部消除, 將相關改善計劃送審計委員會各獨立董事,並報告於董事會。

Article 7 Discharge of Endorsements/Guarantees 肯書保證註銷

• 第七條
• 1. If upon full repayment of debt or renewal due to extended term the relevant identification or negotiable instrument for an endorsement/guarantee needs to be cancelled, the entity for which the endorsement/guarantee is made shall, together with a formal request letter, submit the relevant identification of the original endorsement/guarantee to the Company's financial department, and the financial department shall affix the "cancellation" seal onto the identification and return the same. The request letter shall be kept by the Company for record.

背書保證有關證件或票據如因債務清償或展期換新而需解除時,被背書保證 公司應備正式函文將原背書保證有關證件交付本公司財務部加蓋「註銷」印

廣華控股有限公司

Procedures for Making of Endorsements and Guarantees

背書保證作業程序

章後退回,申請函文則留存備查。

1. The financial department shall from time to time record the cancellation of endorsement/guarantee into the memorandum book for endorsements/guarantees to reduce the amount of endorsement/guarantee.

財務部應隨時將註銷背書保證記入背書保證備查簿,以減少背書保證之金額。

Safekeeping and Procedures for Chop 印鑑保管及程序 Article 8

第八條

1. The Company shall use a specific corporate chop as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the Board and may be used to seal or issue negotiable instruments only in prescribed procedures.

本公司以特定之公司印鑑為背書保證專用印鑑,該印鑑章應由董事會同意之 專責人員保管,並依所訂程序始得鈴印或簽發票據。

1. To meet the necessity if soecific transaction, the Board may authorize the designated person to sign the guarantee and/or the documents relating to guarantee.

如因交易需要,董事會亦得授權特定之人簽署保證函及/或與保證行為相關之 文件。

Article 9

第九條 Internal Audit 內部稽核

1. The internal audit staff of the Company shall at least on a quarterly basis audit the implementation and execution of these Procedures and shall prepare a written record. The internal audit staff shall immediately notify the Independent Directors of the Audit Committee in writing upon discovery of any material violation.

本公司之內部稽核人員應至少每季稽核背書保證作業程序及其執行情形,並 作成書面紀錄,如發現重大違規情事,應即以書面通知審計委員會各獨立董 事。

1. The Company shall comply with these Procedures in making endorsements/guarantees. In case of material violation, the manager or person-in-charge shall be sanctioned depending on the seriousness of the offense.

本公司從事背書保證時應依本程序辦理,如發現重大違規情事,應視違反情 況予以處分經理人及主辦人員。

廣華控股有限公司

Procedures for Making of Endorsements and Guarantees

背書保證作業程序

Public Disclosure of Information 公告申報 第十條

The Company shall, prior to the tenth day of each month, publicly disclose the Company's and its subsidiaries' endorsement balance for the previous month. Where such balance reaches one of the following thresholds, disclosure shall be made within two days from the day of occurrence of such event:

本公司除應於每月十日前公告申報本公司及子公司上月份背書保證餘額。背書 保證餘額達下列標準之一者,應於事實發生之日起二日內公告申報:

1. The endorsement balance of the Company and its subsidiaries reaches fifty percent of the Company's net value in the most recent financial statement.

本公司及其子公司背書保證餘額達本公司最近期財務報表淨值百分之五十以 上。

1. The endorsement balance of the Company and its subsidiaries in respect of a single business or company reaches twenty percent of the Company's net value in the most recent financial statement.

本公司及其子公司對單一企業背書保證餘額達本公司最近期財務報表淨值 百分之二十以上。

1. The endorsement balance of the Company and its subsidiaries in respect of a single business or company reaches Ten Million New Taiwan Dollars and the total amount of the Company's endorsements/guarantees, long-term investment and loan for the business or company reaches thirty percent of the Company's net value in the most recent financial statement.

本公司及其子公司對單一企業背書保證餘額達新臺幣一千萬元以上且對其 背書保證、長期投資及資金貸與餘額合計數達本公司最近期財務報表淨值百 分之三十以上。

1. The newly made endorsements by the Company or its subsidiaries reach Thirty Million New Taiwan Dollars and five percent of the Company's net value in the most recent financial statement

本公司或其子公司新增背書保證金額達新臺幣三千萬元以上且達本公司最 近期財務報表淨值百分之五以上。

If any subsidiary of the Company is not a public company in the Republic of China, the Company shall make the appropriate disclosure if such subsidiary qualifies item 4 of preceding paragraph.

--

ቭொޟԍ॒ϝѐ

.45(

!־ՙཧสᛵߜऐਓ

Ѹϝѐχήϝѐߑឝ୦Ϛϝ້พՀϝѐޚǫ့ήϝѐԍ߲ໟ౺ћ්ᓿϝւҐോ χٚໟǫᓿҎѸϝѐࢸχǭ!

౺Γ .(5(6?\$& \$ ჰήϝѐᒛऐਓߜᛵχொᅼ

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ۊೌ־Ѹส٠ήϝѐڥǫѸϝѐᓿᛵߜ٥ඓۿЫΊऐਓࢸѸϝѐχήϝѐᔌ सۊऐਓߜᛵՙཧส־ǫٗᓿ٠ۊ܃ՙཧส־ᒛǭήϝѐᓿЧҜӝ୦ྴӝ ฝ૭χϝѐӈࢸऐਓߜᛵஈҋӈǭ!

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Ѹಷส־ဗٚཥ೦ၯࡌǫଃበषڸঠཥӑᐨҜဗٚበǫٗඓോޟܶཥ೦ ၯࡌძǫॼѼҤӌǭӬԍဗٚҙᝳСԍࣾᒬۿਓॖᕹޚܫǫϝѐٗᓿ உဗٚᝳ၎ਈଃበषڸঠཥӑᐨҜဗٚǭ!

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Ѹϝѐ٠߲ໟೌۊஉՙཧส־ඓോဗٚཥ૯ፌǫᓿбϠԬຽበषڸঠཥӑᐨ Ҝဗٚχ༷طǫٗஉيٴӌ༷ۿϯჰχܫያ༷طϮϯჰχҎҿΌဗٚཥࣾᒬǭ

附件八

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Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
Article 2 ౺Ή఑ Attendance and Sign-in з৙ᆭᛔӓ	Article 2 ౺Ή఑ Assembly and Attendance ы໚ᆭз৙
	Unless otherwise provided by the Applicable Listing Rules, general meetings of the Company shall be convened by the Board of Directors. ѸϝѐޟܶཥଟΙѨݛЮѓԍೌ ۊѝǫҎဗٚཥы໚χǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍
	The Company shall specify the time and place for the Shareholders to register and other notable items in the meeting notice.	٦Ƞ౺3఑౺1ໟ ቑसǭ
	Ѹϝѐᓿ ܤ ཥ೦້ ၠਓތ ౒ڐܫ ോܶޟ ໋਋ڀ ڀǬോ ಷӝᗱǫϮ Ыᓿيٴ ༷ٚݐ ǭໟ
	The Company shall prepare the notice of general meetings, the proxy form, and the information relating to the subject and description of proposals for
	recognition and for discussion, election and/or dismissal of directors and supervisors in the form of electronic file to be uploaded to the Market Observation
	Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and
	supplemental meeting information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post System twenty (21) days before annual
	general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be ready
	for Shareholders' review at all time by fifteen (15) days before general meetings, and such information shall be available at the Company and its stock agent and be

ቭொޟԍ॒ϝѐ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	distributed at general meetings.
	Ѹϝѐᓿ ޟܤܶ஛ཥ້ཥΖΓЉ ߲ ޟۿܶᖆ਋ཥ້ཥΓύЉ߲ǫ உޟܶཥ້ཥ೦ތਓǬڸ૳ਓҋ ધǬԍ᜙܄ᇘਙǬ૯ፌਙǬᒞұ ۿဵұဗٚǬᅨჯΊٚໟาӑໟ ᝳਙχਙҎϮᇜܫ၎ਈᇐՙԂ႔ ήᔕਙ໱ଃԶϝ້၎૲ᡷ෪ગǭ ٗ ޟܤܶ஛ཥ້ཥΉΓ΂Љ߲ۿ ޟܶᖆ਋ཥ້ཥΓύЉ߲ǫஉޟ ܶཥᝳٚЂдϮཥᝳိб၎ਈǫ ᇐՙ႔ήᔕਙ໱ଃԶϝ້၎૲ᡷ ෪ગǭޟܶཥ້ཥΓύЉ߲ǫങ ֫ྴԒޟܶཥᝳٚЂдϮཥᝳိ б၎ਈǫ٥ޟܶᒶ਋ઠ᎐ǫٗം ҿܤϝѐϮ ޟيٴୄЭ౒ᐉᄣǫС ᓿ ޟܤܶཥ౓ൈพܢǭ	఑ תԒᠹ
	The reasons for convening a general 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. ೦ތϮϝւᓿၠܫы໚ٚҎǰيٴ ೦ ࣣ࿭ތ ჰΊӌ ޚ༷ ǫபЧ႔ή Јӻࢸχǭ
	The matters required to be set out in the notice of the reasons for convening the general meeting shall not be raised by an extraordinary motion. ٠ΙѨݛЮᓿӞы໚ٚҎτҿᖇ χٚໟǫσபЧᖆ਋୆ᝳඓзǭ
	Prior to the book closure date before a annual general meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Ѹϝѐᓿ ޟܤܶ஛ཥы້߲χଭ Ўޟ౲ၯЁЉ߲ϝւڐ౒ޟܶχ

ቭொޟԍ॒ϝѐ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	ඓਙǬڐ౒ಷ܃Ϯڐ౒න໋ǰيٴ
	ڐ౒න໋σப϶ܤΓЉǭ
	The proposal submitted by a Shareholders are limited to 300
	words, and no proposal containing
	more than 300 words will be included in the meeting agenda. The
	shareholder making the proposal
	shall be present in person or by
	proxy at the annual general meeting and take part in discussion of the
	proposal.
	ܶޟ ᝳඓ܃ ਙЧΖԤӮ ࢸ ǫຣ॒
	ၯΖԤӮޚǫσωҿΌᝳਙǰඓ ܶޟਙ ᓿᑺԵ ૳ڸۿ ЫΊз ޟ৙
	ܶ஛ཥǫ୍ٗᆭ့ໟᝳਙ૯ፌǭ
	Prior to the date for issuance of
	notice of a general meeting, the Company shall inform the
	Shareholders who submitted
	proposals of the proposal screening
	results, and shall list in the meeting notice the proposals that conform to
	the provisions of this Article. At the
	general meeting the Board of Directors shall explain the reasons
	for exclusion of any shareholder
	proposals not included in the agenda.
	Ѹϝѐᓿ ޟܤܶཥы໚೦ތЉ	୍ԬȟȻȻޟҴ
	߲ǫஉಷ౒฿ܷ೦ތඓਙޟܶǫ	ԍ॒ϝѐޟܶཥ
	ٗஉӔܤѸ఑ೌۊχᝳਙҿܤ້ ཥ೦ތǭჰܤѹҿΌᝳਙχޟܶ	ᝳٚೌ ߵ ዻԬ୍
	ඓਙǫဗٚཥᓿ ޟܤܶཥᇜܫѹ	٦Ƞ౺3఑ቑसǭ
	ҿΌχ౒Ҏǭ
	The reception of the register of the Shareholders as mentioned in the
	preceding paragraph shall begin
	thirty minutes prior to the meeting. The place for registration shall be
	clearly directed, and there shall be
	sufficient and qualified persons to handle the registration.
	ໟ߲ ޟ౒ڐ ڀോܶ Զ໋਋ ܤᓿ϶

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Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	ཥᝳ້ڿ߲ΖΓϠខᒛ౒χǰോ ڀ ಷᓿԍ ܫ ያከҙǫ ࢫٗ ፵ـ፵ ұΊঠᒛ౒χǭ
	For each general meeting, a Shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization, ܶޟ ׹ܤப ܶޟԒ ཥǫз Ѹϝۇٴ ѐӈพχڸ૳ਓǫၠܫ ៵௛ዻ ൅ǫڸ૳Э౒Ίǫз৙ޟܶཥǭ
	A Shareholder may only execute one (1) proxy form and appoint one (1) proxy for each general meeting, and shall serve such written proxy to the Company no later than five (5) days prior to the meeting date. In case the Company receives two (2) or more written proxies from one (1) Shareholder, the first one arriving at the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
	ޟ΂ Чзܶ ڸ΂ۇٴ ਓǫ૳ ڸЧٗ ૳΂Ίࢸ॒ǫᓿ ޟܤܶཥ້ཥύ Љ߲ଃၩѸϝѐǫڸ૳ਓԍॐጻ ਋ǫЧടҺଃၩ ࢸޚྎǭ՗ᕹܫ ᄍᎄ߲ڸ૳ޚǫσӞԓ॒ǭ
	After a proxy is delivered to the Company, if the Shareholder issuing the proxy intends to attend the general meeting in person or exercise the voting rights in writing or by way of electronic transmission, the Shareholder shall issue a written notice to the Company to revoke the proxy at least two (2) days prior to the general meeting. If the revocation is not made during the prescribed period, the votes casted by the

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Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	person as proxy shall prevail.
	૳ڸ ਓଃၩѸϝѐ ޟǫࡌ ఖᑺܶ Եз৙ޟܶཥۿఖЧਓॖۿ႔ή ЈӻՀ ޻٣ ޚ៵؃ ܤǫᓿ ཥܶޟ ້ཥΉЉ߲ǫЧਓॖӒѸϝѐࢸ ᄍᎄڸ૳χ೦ތǰၲනᄍᎄޚǫ Чڸ૳Э౒Ίз৙Հ٣χ޻؃៵ ǭྎࢸ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺4఑Ϯϝѐ ഌส౺62Ǭ62B ఑ቑसǭ
	Each Shareholder, or the proxy appointed by a Shareholder (hereinafter collectively referred to as the "Shareholders"), shall attend the general meeting with the attendance card, sign-in card or other supporting document. Solicitors soliciting proxy forms shall bring also the identification documents for verification. ޟ ѸΊܶ ޟۿ ڸ܃ܶ χЭ૳ Ί౒ (ЧΗᅷޟܶ(ᓿᏞз৙ᛵǬз৙ᛔ ۿуڀ Ызيٴ ৙ᛵ Ұз ܶޟ৙
The Company shall provide a sign in book allowing attending Shareholders or their appointed	ཥǰឝቲ ڸ׺૳ਓχቲ׺Ίٗᓿ អஜفϠᛵܫЅҰǫЧങਘჰǭ The Company shall provide a sign in book allowing attending Shareholders to sign in or require
proxies to sign in or require attending Shareholders to submit attendance cards in lieu of signing in. Ѹϝѐᓿ೒ᛔӓᛒ٥з৙ޟܶѸ Ί ޟۿܶ ڸ܃૳χЭ౒Ίᛔڀǫ Ҏзۿ ܶޟ৙ ᛝңᛔ ڀ уЧЭᛔ ǭڀ	attending Shareholders to submit attendance cards in lieu of signing in. Ѹϝѐᓿ೒ᛔӓᛒ٥з৙ޟܶᛔ ǫڀ Ҏзۿ ܶޟ৙ ᛝңᛔ уЧڀ Эᛔڀǭ
	The Company shall furnish attending Shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors or Independent Directors, pre-printed ballots shall also be furnished.
	ѸϝѐᓿஉᝳٚЂдǬӺോǬз ৙ᛵǬพع఑Ǭ޻؃౲ϮيٴЫཥ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	ᝳ ၎ਈǫңШωз ܶޟ৙ ޟཥχ ܶǰԍᒞᖇဗٚۿᐨҜဗٚޚǫ ᓿѓߌᒞᖇ౲ǭ	٦Ƞ౺6఑ቑसǭ
Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders' attendance of a general meeting shall be in accordance with the Articles.	Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders' attendance of a general meeting shall be in accordance with the Articles.
ଟΙѨݛЮ ࡊݛۿѓԍೌۊѝǫ ݛΊз৙ޟܶཥ೴ϠᓿᒜӱѸഌ สχೌۊǭ	ଟΙѨݛЮ ࡊݛۿѓԍೌۊѝǫ ݛΊз৙ޟܶཥ೴ϠᓿᒜӱѸഌ สχೌۊǭ
Article 3 ౺Ζ఑ Calculation of Attending Shares з৙ޟኞχषᆀ	Article 3 ౺Ζ఑ Calculation of Attending Shares з৙ޟኞχषᆀ
…	On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the general meeting. ቲ׺ΊቲபχޟኞϮڐ૳Э౒Ί Э౒χޟኞǫѸϝѐᓿ ޟܤܶཥ ້ཥྴЉǫ٠ೌۊਨӻጊ೮χ಄ ष޻ǫ ޟܤܶཥൈϚ ܫࢸያχඖ ҙǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺16఑౺1ໟ ቑसǭ
The number of Shares represented by Shareholders attending the general meeting shall be calculated in accordance with the sign-in book or the number of attendance cards submitted by Shareholders. ޟܶཥχз৙ᓿЧޟҴࢸषᆀ୮ ྎǫз৙ޟኞ٠ᛔӓᛒۿᛝңχ ᛔڀуषᆀχǭ	The number of Shares represented by Shareholders attending the general meeting shall be calculated in accordance with the sign-in book or the number of attendance cards submitted by Shareholders plus the number of shares in which the voting rights are exercised by correspondence or electronically.
	ޟܶཥχз৙ᓿЧޟҴࢸषᆀ୮ ྎǫз৙ޟኞ٠ᛔӓᛒۿᛝңχ ᛔڀуǫкषЧਓॖۿ႔ήЈӻ Հ٣޻؃៵χޟኞषᆀχǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺9఑౺1ໟ ॼѼǭ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
Article 4	Article 4
౺ћ఑	౺ћ఑
Venue and Time of General Meetings	Venue and Time of General Meetings
້ཥӝᗱϮ਋໋	້ཥӝᗱϮ਋໋
According to the Articles and the Applicable Listing Rules, all general meetings shall be convened at such venues convenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m. ٠ ᏬѸഌสϮΙѨ ೌЮݛ ޟǫۊ ܶཥы້χӝᗱǫᓿ ߘܤժޟܶ з৙С፵Ӕޟܶཥы້χӝᗱࢸ χǫཥᝳ້ڿ਋໋σபԇܤΙϨ ਋· ܤ௸ۿ ΗϨΖ ǭ਋	According to the Articles and the Applicable Listing Rules, all general meetings shall be convened at such venues convenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. ٠ ᏬѸഌสϮΙѨ ೌЮݛ ޟǫۊ ܶཥы້χӝᗱǫᓿ ߘܤժޟܶ з৙С፵Ӕޟܶཥы້χӝᗱࢸ χǫཥᝳ້ڿ਋໋σபԇܤΙϨ ·਋ۿ௸ܤΗϨΖ਋ǭы້χӝ ᗱϮ਋໋ǫᓿбϠԬຽᐨҜဗٚ χ༷طǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺5఑ॼѼǭ
Article 6 ౺ϛ఑ Audio Recording or Videotaping of Meetings for Evidence ້ཥၯสᒬग़ۿᒬተχӯᛵ	Article 6 ౺ϛ఑ Audio Recording and Videotaping of Meetings for Evidence ້ཥၯสᒬग़Ϯᒬተχӯᛵ
A general meeting shall be audio recorded or videotaped in its entirety and these tapes shall be kept for at least one year. However, the said tapes shall be kept until the conclusion of legal proceedings if a Shareholder initiates proceedings in accordance with the Applicable Listing Rules. Ѹϝѐᓿஉޟܶཥχ້ཥၯสһ สᒬग़ۿᒬተǫٗԶ϶ߜӯ΂ Ӻǭ՗࿭ޟܶ٠ΙѨݛЮඓ૽ຐ ޚ೓ ߜǫᓿ ຐӯԶ ฿಍೓ Ўǭࢸ	The Company shall record, consecutively by audio and video, the whole process from the registration of the Shareholders, proceeding of the meeting to the procedure of the voting and vote counting. Ѹϝѐᓿ ܤ ޟ౒ڐ ڀോܶ உ਋૽ ޟܶോڀၯสǬཥᝳີՀၯสǬ ע౲ष౲ၯสһส೨ឲσ໋ᘇᒬ ग़Ϯᒬተǭ The audio and video materials recorded as mentioned in the preceding paragraph shall be kept at least one year. However, if a
	Shareholder files a lawsuit pursuant to the Applicable Listing Rules, the aforementioned materials shall be

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	retained until the end of the
	litigation. ߲ໟተग़၎ਈԶ϶ߜӯ΂Ӻǭ՗ ࿭ ܶ٠ޟ ΙѨ Юඓݛ ຐ૽ ǫޚ೓ ᓿߜӯԶຐ೓಍฿ࢸЎǭ
Article 7 ౺΅఑ The Chairman and Agent У৙ϮЭ౒Ί	Article 7 ౺΅఑ The Chairman and Agent У৙ϮЭ౒Ί
Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of the Directors. In case the Chairman is on leave or absent or can not exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman for the meeting.	Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company convened by the Board of Directors. In case the Chairman is on leave or absent or can not exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman for the meeting.
ଟΙѨݛЮѓԍೌۊѝǫޟܶཥ ӬҎဗٚཥ܃ы໚ǫيٴУ৙ᓿҎ ဗٚ߆)Ӭԍ)Ᏻұχǫဗٚ߆ፅମ ۿәࡱσિՀ٣ᙄ៵਋ǫҎဗٚ ۊࡧ߆ဗٚ΂ΊЭ౒χǫဗٚ߆ ѹ ۊࡧЭ౒ΊޚǫҎဗٚό௙΂ ΊЭ౒χǭ	ଟΙѨݛЮѓԍೌۊѝǫޟܶཥ ӬҎဗٚཥ܃ы໚ǫيٴУ৙ᓿҎ ဗٚ߆)Ӭԍ)Ᏻұχǫဗٚ߆ፅମ ۿәࡱσિՀ٣ᙄ៵਋ǫҎဗٚ ۊࡧ߆ဗٚ΂ΊЭ౒χǫဗٚ߆ ѹ ۊࡧЭ౒ΊޚǫҎဗٚό௙΂ ΊЭ౒χǭ
	The Director, acting on behalf of the Chairman as the chairman of the general meeting, as mentioned in the preceding paragraph, shall be the one who is in the position of Director for more than six (6) months and who understand the financial and business operations of the Company. The same shall apply to the representative of a corporate Director.
	߲ໟУ৙ߦҎဗٚЭ౒ޚǫЧұ ᙄϛॸЋЧΙǫٗᕌဵϝѐૻୄ ཧୄ ݠݺχဗٚᏳұχǭУ৙Ӭ ݛࢸΊဗٚχЭ޻ΊޚǫҤӌǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺7఑ቑसǭ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	It is advisable that the general
	meetings convened by the Board of
	Directors be attended by a majority
	of the Directors.
	ဗٚཥ܃ы໚χޟܶཥǫیԍဗ
	ٚཥၯсኞχဗ୍ٚᆭз৙ǭ
For a general meeting convened by	For a general meeting convened by
any other person having the	any other person having the
convening right, such person shall	convening right, such person shall
act as the chairman of that meeting;	act as the chairman of that meeting;
provided that if there are two (2) or	provided that if there are two (2) or
more persons jointly having the	more persons jointly having the convening right, the chairman of the
convening right, the chairman of the	meeting shall be elected from those
meeting shall be elected from those	persons.
persons.
ޟܶཥӬҎဗٚཥЧѝχيٴЫы	ޟܶཥӬҎဗٚཥЧѝχيٴЫы
໚៵Ίы໚ޚǫУ৙Ҏ့ы໚៵	໚៵Ίы໚ޚǫУ৙Ҏ့ы໚៵ ΊᏳұχǫы໚៵ΊԍΉΊЧΙ
ΊᏳұχǫы໚៵ΊԍΉΊЧΙ	਋ǫᓿό௙΂ΊᏳұχǭ
਋ǫᓿό௙΂ΊᏳұχǭ
The Company shall prepare the notice of general meetings, the
proxy form, and the information
relating to the subject and
description of proposals for
recognition and for discussion,
election and/or dismissal of
directors and supervisors in the
form of electronic file to be uploaded to the Market Observation
Post System thirty (30) days before
annual general meetings or fifteen
(15) days before extraordinary
general meetings. The meeting
agenda for general meetings and
supplemental meeting information
shall be prepared in the form of electronic file to be uploaded to the
Market Observation Post System
twenty (21) days before annual
general meetings or fifteen (15)
days before extraordinary general
meetings. The meeting agenda for
general meetings and supplemental
meeting information shall be ready
for Shareholders' review at all time
by fifteen (15) days before general meetings, and such information
shall be available at the Company

ቭொޟԍ॒ϝѐ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
and its stock agent and be
distributed at general meetings.
Ѹϝѐᓿ ޟܤܶ஛ཥ້ཥΖΓЉ ߲ ޟۿܶᖆ਋ཥ້ཥΓύЉ߲ǫ உޟܶཥ້ཥ೦ތਓǬڸ૳ਓҋ ધǬԍ᜙܄ᇘਙǬ૯ፌਙǬᒞұ ۿဵұဗٚǬᅨჯΊٚໟาӑໟ ᝳਙχਙҎϮᇜܫ၎ਈᇐՙԂ႔ ήᔕਙ໱ଃԶϝ້၎૲ᡷ෪ગǭ ٗ ޟܤܶ஛ཥ້ཥΉΓ΂Љ߲ۿ ޟܶᖆ਋ཥ້ཥΓύЉ߲ǫஉޟ ܶཥᝳٚЂдϮཥᝳိб၎ਈǫ ᇐՙ႔ήᔕਙ໱ଃԶϝ້၎૲ᡷ ෪ગǭޟܶཥ້ཥΓύЉ߲ǫങ ֫ྴԒޟܶཥᝳٚЂдϮཥᝳိ б၎ਈǫ٥ޟܶᒶ਋ઠ᎐ǫٗം ҿܤϝѐϮ ޟيٴୄЭ౒ᐉᄣǫС ᓿ ޟܤܶཥ౓ൈพܢǭ		఑Ԓᠹתǫ౴Զ ౺2఑ǭ
Article 8 ౺΍఑	Article 8 ౺΍఑
Convention of A Meeting	Convention of A Meeting
ཥᝳы້	ཥᝳы້
The chairman shall call the general meeting to order at the time scheduled for the general meeting. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the time for the meeting. The postponements shall be limited to two times at most, and the general meeting shall not be postponed for more than one hour in total. If after two postponements the number of Shares represented by the attending Shareholders has not yet constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, a tentative resolution may be passed in accordance with the Applicable Listing Rules. Before the end of such a meeting, if the number of Shares represented by the	The chairman shall call the general meeting to order at the time scheduled for the general meeting. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the time for the meeting. The postponements shall be limited to two times at most, and the general meeting shall not be postponed for more than one hour in total. If after two postponements the number of Shares represented by the attending Shareholders has not yet constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, the chairman shall declare the meeting adjourned, or, if permitted by the Applicable Listing Rules, a tentative resolution may be passed in accordance with the Applicable

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
attending Shareholders has already constituted more than an aggregate of one-half (1/2) of all Shares in issue, the chairman may put the tentative resolution(s) already passed to the Shareholders' resolution again in accordance with the Applicable Listing Rules. ιے້ཥ਋໋ǫУ৙ᓿղ࠰ѩ້ ཥǫூѹၩ ۊݛз৙ኞ(ղԍЭ޻ ιพՀ ޟ Ҵᕫኞၯсኞχԍ ؃޻ ៵ޟܶᑺԵ ڸۿ૳Э౒Ίз৙) ਋ǫУ৙ப࠰ѩ ࡌۦ້ཥǫ ۦيٴ ࡌ ԒኞЧΉԒ ॒ࢸ ࡌۦǫ Ӕ໋਋ षσபຣၯ΂β਋ǭ ࡌۦΉԒϔ σـᚇԍЭ޻ιพՀޟҴᕫኞΖ Ϡχ΂ЧΙχԍ޻؃៵ޟܶᑺԵ ڸۿ૳Э౒Ίз৙਋ǫப٠ᏬΙ ѨݛЮೌ ࢸۊମ؃ᝳǭܤྴԒཥ ѹᝳ ߲׫฿ ǫӬз ܶޟ৙ ޻Э܃ ޟ ኞၩιพՀ ޟ Ҵᕫኞၯсኞ ਋ǫУ৙பஉՙԂχମ؃ᝳǫ٠ ᏬΙѨݛЮೌۊॐཛྷඓፅޟܶཥ ǭ؃޻	Listing Rules, provided that all Shareholders shall be notified of the tentative resolution and another general meeting shall be convened within one (1) month Before the end of such a meeting, if the number of Shares represented by the attending Shareholders has already constituted more than an aggregate of one-half (1/2) of all Shares in issue, the chairman may put the tentative resolution(s) already passed to the Shareholders' resolution again in accordance with the Applicable Listing Rules. ιے້ཥ਋໋ǫУ৙ᓿղ࠰ѩ້ ཥǫூѹၩ ۊݛз৙ኞ(ղԍЭ޻ ιพՀ ޟ Ҵᕫኞၯсኞχԍ ؃޻ ៵ޟܶᑺԵ ڸۿ૳Э౒Ίз৙) ਋ǫУ৙ப࠰ѩ ࡌۦ້ཥǫ ۦيٴ ࡌ ԒኞЧΉԒ ॒ࢸ ࡌۦǫ Ӕ໋਋ षσபຣၯ΂β਋ǭ ࡌۦΉԒϔ σـᚇԍЭ޻ιพՀޟҴᕫኞΖ Ϡχ΂ЧΙχԍ޻؃៵ޟܶᑺԵ ڸۿ૳Э౒Ίз৙਋ǫҎУ৙࠰ ѩࢣཥǫۿӞ౻ӔΙѨݛЮೌۊ χ஺ݠΗǫப٠ᏬΙѨݛЮࢸମ ؃ᝳǫٗᓿஉମ؃ᝳ೦ތӑޟܶ ΂ॸܤ ЋϚҽՀы ܶޟ໚ ܤཥǭ ྴԒཥᝳѹ฿׫߲ǫӬз৙ޟܶ ܃ ޟ޻Э ኞၩιพՀ ޟ Ҵᕫኞၯ сኞ਋ǫУ৙பஉՙԂχମ؃ ᝳǫ٠ᏬΙѨݛЮೌۊॐཛྷඓፅ ཥܶޟ ǭ؃޻	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺9఑ॼѼǭ
Article 13 ౺ΓΖ఑ Principle for Voting Right ؃޻ ߵ঑៵	Article 13 ౺ΓΖ఑ Principle for Voting Right ؃޻ ߵ঑៵
Subject to the Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person represented by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.	Subject to the Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person represented by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.
ଟѸഌสѓԍೌ ޟۿۊҴѓߌԍ ұՍ៵ժۿ॒ڂѝǫ׹΂ᑺԵз ۿ৙ Э૳ڸ Ίз౒ ޟχ৙ ີܤܶ	ଟѸഌสѓԍೌ ޟۿۊҴѓߌԍ ұՍ៵ժۿ॒ڂѝǫ׹΂ᑺԵз ۿ৙ Э૳ڸ Ίз౒ ޟχ৙ ີܤܶ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
؃޻Հ ǫൠ਋ ܃يٴ ވԍࡤ ޟ΂׹ Ҵ֘ԍ΂޻؃៵ǭ	؃޻Հ ǫൠ਋ ܃يٴ ވԍࡤ ޟ΂׹ Ҵ֘ԍ΂޻؃៵ǭ
Shareholders shall vote on each of the proposals presented at the meeting and the result of the vote indicating Shareholders' consent, objection or abstaining from voting shall be entered at the Market Observation Post System on the day immediately following the convention of the Shareholders' meeting.	At the time of voting, for each proposal, the chairman of the general meeting or a person designated by the chairman of the general meeting shall first announce the total number of voting rights represented by the attending Shareholders, and then the Shareholders shall vote on each of the proposals presented at the meeting and the result of the vote indicating Shareholders' consent, objection or abstaining from voting shall be entered at the Market Observation Post System on the day immediately following the convention of the Shareholders' meeting.
ޟҎ ೫ਙܶ עՀີ ؃޻౲ ܤٗǫ ޟ ཥыܶ ྴࡌ໚ Љǫஉ ӌܶޟ ༷Ǭϯჰۿఌ៵χ฿ܷᒘΌϝ້ ၎૲ᡷ෪ગǭ	਋؃޻ ǫᓿ೫ਙҎУ ۿ৙ ۊࡧيٴ Ίঠ࠰ՠз৙ޟܶχ޻؃៵ᕫኞ ǫҎࡌ ܶޟ ີ೫ਙ ౲עՀ ǫ؃޻ ޟܤٗ ཥыܶ ྴࡌ໚ Љǫஉ ܶޟ ӌ༷Ǭϯჰۿఌ៵χ฿ܷᒘΌϝ ້၎૲ᡷ෪ગǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺13఑౺5ໟ ॼѼǭ
Article 14 ౺Γћ఑ Voting on Proposal ਙχᝳ ؃޻	Article 14 ౺Γћ఑ Voting on Proposal ਙχᝳ ؃޻
… In case of an amendment proposal or substitute proposal to an original proposal, the chairman shall decide on the order of vote together with the original proposal. However, if one of the proposals has been approved, the others shall be deemed overruled and no further vote is required.	… In case of an amendment proposal or substitute proposal to an original proposal, the chairman shall decide on the order of vote together with the original proposal. However, if one of the proposals has been approved, the others shall be deemed overruled and no further vote is required.
ӌ΂ᝳਙԍॼѼਙۿධЭਙ਋ǫ ҎУ৙٪ӌ঑ਙ ޻يٴۊ؃χ໠ ־ǭӬيٴτ΂ਙιᔾ೦ၯ਋ǫيٴ Ыᝳਙղ຅ࢸո؃ǫА஠ҽՀ޻ ؃ǭ	ӌ΂ᝳਙԍॼѼਙۿධЭਙ਋ǫ ҎУ৙٪ӌ঑ਙ ޻يٴۊ؃χ໠ ־ǭӬيٴτ΂ਙιᔾ೦ၯ਋ǫيٴ Ыᝳਙղ຅ࢸո؃ǫА஠ҽՀ޻ ؃ǭ
	If the matters put to a resolution at a

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	general meeting constitute material information under the Applicable Listing Rules, the Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period. ཥܶޟ ؃ᝳٚ ໟ ǫӬԍឝΙѨ ݛ Юೌۊχॐά૲৩ޚǫѸϝѐᓿ ೌܤ ໋਋ۊ ϚǫஉϚ ৉໱ ᒘԶϝ ້၎૲ᡷ෪ગǭ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺16఑౺2ໟ ቑसǭ
Article 15 ౺Γύ఑ Checking and Counting Ballots ᅨ౲Ϯष౲	Article 15 ౺Γύ఑ Checking and Counting Ballots ᅨ౲Ϯष౲
The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be Shareholders. The ballots shall be publicly counted at any general meeting venue and the result of voting shall be announced at the general meeting and placed on record. ᝳਙ޻؃χᅨ౲Ϯष౲ΊঠǫҎ У৙ ۊࡧχǫ՗ᅨ౲Ίঠᓿۇٴԍ فܶޟ Ϡǭष ᓿ౲ ܶޟܤ ཥൈϚ ϝ້ࢸχǫ޻؃χ฿ܷǫᓿྴൈ ോւǫٗ଱Ԃ૭ᒬǭ	The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be Shareholders. ᝳਙ޻؃χᅨ౲Ϯष౲ΊঠǫҎ У৙ ۊࡧχǫ՗ᅨ౲Ίঠᓿۇٴԍ ܶޟ Ϡǭف
	The voting or the vote-counting procedure for the proposal of election shall be carried out publicly in the place the general meeting is held. The resolution, including the weight of the poll, shall be announced immediately after the vote-counting procedure is completed, and shall be recorded. ޟܶཥ޻؃ۿᒞᖇᝳਙχष౲ՙ ཧᓿ ޟܤܶཥൈϚϝ້ಷࢸχǫ Сᓿܤष౲ְԂࡌǫྴൈ࠰ѩ޻ ؃฿ܷǫм֍಄षχ៵ኞǫٗՙ Ԃࣾᒬǭ

ቭொޟԍ॒ϝѐ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	The election of Directors or Supervisors at a general meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately. The ballots for the election shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a Shareholder files a lawsuit pursuant to the Applicable Listing Rules, the ballots shall be retained until the end of the litigation. ޟܶཥԍᒞᖇဗٚǬᐨҜဗٚ ਋ǫᓿ٠Ѹϝѐ܃सࣣ᜙ᒞұೌ ዻᒛ౒ǫٗᓿྴൈ࠰ѩᒞᖇ฿ ܷǫм֍ྴᒞဗٚǬᐨҜဗٚχ ӓഹᆭيٴྴᒞ៵ኞǭᒞᖇٚໟχ ᒞᖇ౲ǫᓿҎᅨ౲ঠஆ࠵ᛔӮ ࡌǫ๊֫ߜᅼǫٗԶ϶ߜӯ΂ Ӻǭ՗࿭ޟܶ٠ΙѨݛЮඓ૽ຐ ޚ೓ ߜǫᓿ ຐӯԶ ฿಍೓ Ўǭࢸ	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺14఑ቑ सǭ
Article 16 ౺Γϛ఑ Meeting Minutes ᝳٚᒬ	Article 16 ౺Γϛ఑ Meeting Minutes ᝳٚᒬ
Any resolutions made at a general meeting shall be compiled in the form of meeting minutes. The chairman shall affix his/her signature or seal to the meeting minutes, which shall be issued to shareholders within twenty days after the end of the general meeting. Meeting minutes may be produced and issued to Shareholders in electronic form. ޟܶཥχ؃ᝳǫᓿՙԂᝳٚᒬǫ ҎУ৙ᛔӓۿᆹഌǫٗܤཥࡌΉ ΓЉϚǫஉᝳٚᒬϠพӑޟܶǭ ᝳٚᒬχᇐՙϮϠพǫபЧ႔ή Јӻࢸχǭ Ξ	Any resolutions made at a general meeting shall be compiled in the form of meeting minutes. The chairman shall affix his/her signature or seal to the meeting minutes, which shall be issued to shareholders within twenty days after the end of the general meeting. Meeting minutes may be produced and issued to Shareholders in electronic form. The Company may distribute the meeting minutes by means of a public announcement made through the Market Observation Post System. ޟܶཥχ؃ᝳǫᓿՙԂᝳٚᒬǫ ҎУ৙ᛔӓۿᆹഌǫٗܤཥࡌΉ ΓЉϚǫஉᝳٚᒬϠพӑޟܶǭ ᝳٚᒬχᇐՙϮϠพǫபЧ႔ή	୍ԬȟȻȻޟҴ ԍ॒ϝѐޟܶཥ ᝳٚೌ ߵ ዻԬ୍ ٦Ƞ౺15఑౺2ໟ ॼѼǭ

Annex: PROCEDURAL RULES OF GENERAL MEETING

ॼѼ߲	ॼѼࡌ	ᇜܫ
	ѐҤபЧᒘΌϝ້၎૲ᡷ෪ગχ
	ϝւЈӻࢸχǭ
	Ξʳ
Article 18	Article 18
౺Γ΍఑	౺Γ΍఑
Preservation of Order at the Meeting Venue	Preservation of Order at the Meeting Venue
ཥൈઓ ־ ࡤχᆙ	ཥൈઓ ־ ࡤχᆙ
The chairman may direct inspectors	The chairman may direct inspectors
(or security guards) to assist in preserving the order at the meeting	(or security guards) to assist in preserving the order at the meeting
venue. Inspectors (or security	venue. Inspectors (or security
guards) shall wear an arm-band with	guards) shall wear an arm-band with
the word "Inspector" when assisting in preserving the order at the	the word "Inspector" when assisting in preserving the order at the
meeting venue.	meeting venue.
৙У ඗ࡧப ჯঠޖ ߜۿ) һΊঠ ڇ(	৙У ඗ࡧப ჯঠޖ ߜۿ) һΊঠ ڇ(
ծᆙࡤཥൈઓ־ǭޖჯঠ( ߜۿһ	ծᆙࡤཥൈઓ־ǭޖჯঠ( ߜۿһ
Ίঠ)Ӟൈڇծᆙࡤઓ־਋ǫᓿ٬	Ίঠ)Ӟൈڇծᆙࡤઓ־਋ǫᓿ٬
ᔅȟޖჯঠȠӮኣᖀഌǭ	ᔅȟޖჯঠȠӮኣᖀഌǭ
	At the place of a general meeting, if
	a Shareholder attempts to speak
	through any device other than the
	public address equipment set up by the Company, the chairman may
	prevent the Shareholder from so
	doing.	୍ԬȟȻȻޟҴ
	ཥൈങԍᘀग़೒ങޚǫޟܶߑЧ	ԍ॒ϝѐޟܶཥ
	Ѹϝѐ଒࿳χ೒ങพع਋ǫУ৙ பڂЎχǭ	ᝳٚೌ ߵ ዻԬ୍
		٦Ƞ౺ ఑౺ 17 3 ໟቑसDŽ
The chairman may direct inspectors	The chairman may direct inspectors
or security guards to ask	or security guards to ask
Shareholders who violate the Rules, disobey the chairman's correction,	Shareholders who violate the Rules, disobey the chairman's correction,
impede the process of the meeting	impede the process of the meeting
and do not comply after being asked	and do not comply after being asked
to stop to leave the meeting venue.	to stop to leave the meeting venue.
ܶޟ ၫϯѸ ߵೌ ஬ܱσ ޖ৙У Ѽǫ֢ᛍཥᝳχີՀǫ࿭ڂЎσ	ܶޟ ၫϯѸ ߵೌ ஬ܱσ ޖ৙У Ѽǫ֢ᛍཥᝳχີՀǫ࿭ڂЎσ
ޚ஬ܱ ǫபҎУ ৙ ޖ඗ࡧ ۿჯঠ	ޚ஬ܱ ǫபҎУ ৙ ޖ඗ࡧ ۿჯঠ
ߜһΊঠፅيٴᙽ້ཥൈǭ	ߜһΊঠፅيٴᙽ້ཥൈǭ

Article 1 ౺ Legal Basis ݛЮ٠Ꮼ

Unless otherwise provided in the Applicable Listing Rules and the Law, the general meetings of the Company shall be held in accordance with the Rules.

ѸϝѐޟܶཥχᝳٚೌߵଟΙѨݛЮࡊݛۿѓԍೌۊѝǫᓿ٠Ѹೌߵᒛ ǭ

Unless otherwise defined in the Rules, any capital letters as used in the Rules shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter "Articles").

ଟѸೌߵѓԍۊѝǫѸೌ܃ߵ٣ҋұՍथЅӮय़άቡχຉ༳ǫيٴ༷ ᓿᆭѸϝѐϝѐഌส(мيٴᒶॼۿצೆڎЭχݷѸǰΗᅷȟѸഌส Ƞ)τχۊࣣӌǭ

Article 2 Attendance and Sign-in зᆭᛔӓ

౺Ή

The Company shall provide a sign-in book allowing attending Shareholders or their appointed proxies to sign in or require attending Shareholders to submit attendance cards in lieu of signing in.

Ѹϝѐᓿᛔӓᛒ٥зޟܶѸΊޟۿܶڸ܃χЭΊᛔڀǫۿҎз ǭڀуЧЭᛔڀᛝңᛔܶޟ

Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders' attendance of a general meeting shall be in accordance with the Articles.

ଟΙѨݛЮࡊݛۿѓԍೌۊѝǫݛΊзޟܶཥϠᓿᒜӱѸഌสχೌ ǭۊ

Article 3 ౺Ζ Calculation of Attending Shares зޟኞχषᆀ

The number of Shares represented by Shareholders attending the general meeting shall be calculated in accordance with the sign-in book or the number of attendance cards submitted by Shareholders.

ޟܶཥχзᓿЧޟҴࢸषᆀ୮ྎǫзޟኞ٠ᛔӓᛒۿᛝңχᛔڀу षᆀχǭ

Article 4 Venue and Time of General Meetings ້ཥӝᗱϮ໋

౺ћ

According to the Articles and the Applicable Listing Rules, all general meetings shall be convened at such venues convenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m.

٠ᏬѸഌสϮΙѨݛЮೌۊǫޟܶཥы້χӝᗱǫᓿߘܤժޟܶзС

፵Ӕޟܶཥы້χӝᗱࢸχǫཥᝳ້ڿ໋σபԇܤΙϨ·ۿ௸ܤΗ ϨΖǭ

Article 5 ౺ύ Identification of Appointed Professionals and Other Relevant Persons Who May Be Present ڸஈཧΊΪᆭࣣΊঠபҿχᛴը

The Company may appoint its lawyer(s), accountant(s) or other relevant person(s) to be present at a general meeting. All supporting staff for the general meeting shall wear an identification badge or arm-band. ܶޟཥǭᒛܶޟΊঠҿࣣۿǬཥषࡊχڸ܃ࢫࡧѸϝѐப ཥχཥୄΊঠᓿ٬ᔅᛴըᛵۿᖀഌǭ

Article 6 ౺ϛ Audio Recording or Videotaping of Meetings for Evidence ້ཥၯส ᒬग़ۿᒬተχӯᛵ

A general meeting shall be audio recorded or videotaped in its entirety and these tapes shall be kept for at least one year. However, the said tapes shall be kept until the conclusion of legal proceedings if a Shareholder initiates proceedings in accordance with the Applicable Listing Rules.

Ѹϝѐᓿஉޟܶཥχ້ཥၯสһสᒬग़ۿᒬተǫٗԶ϶ߜӯӺǭ Ўǭࢸ฿ຐӯԶߜǫᓿޚຐ૽ЮඓݛΙѨܶ٠ޟ

Article 7 ౺΅ The Chairman and Agent УϮЭΊ

Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of the Directors. In case the Chairman is on leave or absent or can not exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman for the meeting.

ଟΙѨݛЮѓԍೌۊѝǫޟܶཥӬҎဗٚཥ܃ыǫيٴУᓿҎဗٚ߆ (Ӭԍ)Ᏻұχǫဗٚ߆ፅମۿәσિՀ٣ᙄ៵ǫҎဗٚۊࡧ߆ဗٚ ΊЭχǫဗٚ߆ѹۊࡧЭΊޚǫҎဗٚόΊЭχǭ

For a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.

ޟܶཥӬҎဗٚཥЧѝχيٴЫы៵ΊыޚǫУҎ့ы៵ΊᏳұ χǫы៵ΊԍΉΊЧΙǫᓿόΊᏳұχǭ

The Company shall prepare the notice of general meetings, the proxy form, and the information relating to the subject and description of proposals for recognition and for discussion, election and/or dismissal of directors and supervisors in the form of electronic file to be uploaded to the Market

Observation Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post System twenty (21) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be ready for Shareholders' review at all time by fifteen (15) days before general meetings, and such information shall be available at the Company and its stock agent and be distributed at general meetings.

Ѹϝѐᓿޟܤܶཥ້ཥΖΓЉ߲ޟۿܶᖆཥ້ཥΓύЉ߲ǫஉޟ ܶཥ້ཥ೦ތਓǬڸਓҋધǬԍ܄ᇘਙǬ૯ፌਙǬᒞұۿဵұဗ ٚǬᅨჯΊٚໟาӑໟᝳਙχਙҎϮᇜܫ၎ਈᇐՙԂ႔ήᔕਙଃԶ ϝ້၎ᡷ෪ગǭٗޟܤܶཥ້ཥΉΓЉ߲ޟۿܶᖆཥ້ཥΓ ύЉ߲ǫஉޟܶཥᝳٚЂдϮཥᝳိб၎ਈǫᇐՙ႔ήᔕਙଃԶϝ ້၎ᡷ෪ગǭޟܶཥ້ཥΓύЉ߲ǫങ֫ྴԒޟܶཥᝳٚЂдϮཥ ᝳိб၎ਈǫ٥ޟܶᒶઠ᎐ǫٗംҿܤϝѐϮޟيٴୄЭᐉᄣǫС ᓿޟܤܶཥൈพܢǭ

Article 8 Convention of A Meeting ཥᝳы້

౺

The chairman shall call the general meeting to order at the time scheduled for the general meeting. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the time for the meeting. The postponements shall be limited to two times at most, and the general meeting shall not be postponed for more than one hour in total. If after two postponements the number of Shares represented by the attending Shareholders has not yet constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, a tentative resolution may be passed in accordance with the Applicable Listing Rules. Before the end of such a meeting, if the number of Shares represented by the attending Shareholders has already constituted more than an aggregate of one-half (1/2) of all Shares in issue, the chairman may put the tentative resolution(s) already passed to the Shareholders' resolution again in accordance with the Applicable Listing Rules.

ιے້ཥ໋ǫУᓿղ࠰ѩ້ཥǫூѹၩۊݛзኞ(ղԍЭιพ ՀޟҴᕫኞၯсኞχԍ៵ޟܶᑺԵڸۿЭΊз)ǫУப ࠰ѩࡌۦ້ཥǫࡌۦيٴԒኞЧΉԒࢸ॒ǫࡌۦ໋Ӕषσபຣၯβ ޟ៵ЧΙχԍҴᕫኞΖϠχޟιพՀᚇԍЭـΉԒϔσࡌۦǭ ܶᑺԵڸۿЭΊзǫப٠ᏬΙѨݛЮೌࢸۊମᝳǭܤྴԒཥ ᝳѹ฿߲ǫӬзޟܶ܃ЭޟኞၩιพՀޟҴᕫኞၯсኞǫУ பஉՙԂχମᝳǫ٠ᏬΙѨݛЮೌۊॐཛྷඓፅޟܶཥǭ

Article 9 Proposal Discussion ᝳਙ૯ፌ

౺·

The agenda of general meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. Unless otherwise approved in the general meeting, the general meeting shall proceed in accordance with the agenda.

ޟܶཥӬҎဗٚཥыޚǫيٴᝳสҎဗٚཥसۊχǫཥᝳᓿ٠ۊχᝳ สີՀǫߑޟܶཥᝳ೦ၯσபᠹתχǭ

The preceding paragraph applies to circumstances where the general meeting is convened by any person, other than the Board of Directors, entitled to convene such general meeting.

ޟܶཥӬҎဗٚཥЧѝχيٴЫԍы៵Ίыޚǫྎҋ߲ໟχೌۊǭ

Unless otherwise resolved at the general meeting or in accordance with Article 17 of the Rules, the chairman cannot announce adjournment of the general meeting before all items listed in the agenda are resolved; after a meeting is adjourned, Shareholders shall not elect a chairman and resume the meeting at the same or another venue. In case that the chairman adjourns the general meeting in violation of the Rules, other members of the Board of Directors shall promptly assist the attending Shareholders to elect, by a majority of votes represented by attending Shareholders present in the general meeting, another person to serve as chairman to continue the general meeting in accordance with due procedures.

߲Ήໟۊχᝳสܤᝳٚѹ฿߲ǫߑᝳۿ٠Ѹೌߵ౺Γ΅χೌ ۊǫУσப೬Հ࠰ѩජཥǰཥᝳජཥࡌǫޟܶσபѓᒞУܤ֖ ۿѓೋൈ܃ឲՀ້ཥǫУၫϯѸೌߵǫ࠰ѩජཥޚǫဗٚཥيٴЫԂ ༷ၯсኞχӌ៵ܶޟǫЧз־สۊݛܶ٠ޟծзڇ೩هঠᓿ ᒞΊᏳұУǫᝠឲ້ཥǭ

The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendments submitted by Shareholders. The chairman may announce an end of discussion and submit an item for a vote if the chairman deems that the agenda item is ready for voting and the discussion and amendments proposed complied with the Applicable Listing Rules and the Articles.

УჰܤᝳਙϮޟܶ܃ඓχॼѼਙǫᓿๆωбϠᇜܫϮ૯ፌχᐉཥǫठ ᇘࢸ့าᝳਙϮॼѼਙ֘ι౻ӔѸഌสϮΙѨݛЮχೌۊСၩшШ χสࡂǫப࠰ѩଭЎ૯ፌǫඓШǭ

Article 10 ౺Γ Speech of Shareholder ޟܶพع

When a Shareholder attending the general meeting wishes to speak, a speech note should be filled out with summary of the speech, the Shareholder's account number (or the number of attendance card) and the account name of the Shareholder. The sequence of speeches shall be determined by the chairman.

зޟܶพع߲ǫҺ༛ۇٴพعၠܫพعवԈǬޟܶЁဝȇۿзᛵ ጊဝȈϮЁӓǫҎУيٴۊࡧพعǭ

If any attending Shareholder at the general meeting submits a speech note but does not speak, no speech shall be deemed to have been made by such Shareholder. In case contents of the speech of a Shareholder are inconsistent with the contents of the speech note, the content of actual speech shall prevail.

зޟܶඓพعԭѹพޚعǫࢸѹพعǫพعϚᆭพع૭ၠ σ౻ޚǫЧพعϚࢸྎǭ

Any Shareholder may not speak more than twice concerning the same item without chairman's consent, and each speech time shall not exceed five minutes. In case the speech of any Shareholder violates this paragraph or is outside the scope of the agenda item, the chairman may stop the speech of such Shareholder.

ӌᝳਙޟܶพعǫߑУχӌ༷σபຣၯوٴԒǫԒσபຣၯ ύϠខǫޟܶพعၫϯѸໟೌۿۊຣзᝳᚉዻޚǫУபڂЎيٴพع ǭ

Unless otherwise permitted by the chairman and the speaking Shareholder, no Shareholder shall interrupt the speech of other Shareholders. The chairman shall stop such interruption.

зޟܶพعǫيٴЫޟܶଟቲபУϮพޟعܶӌ༷ѝǫσபพع μᘂǫၫϯޚУᓿωڂЎǭ

If a corporate Shareholder has appointed two or more representatives to attend the general meeting, only one representative can speak for each agenda item.

ݛΊޟܶࢫࡧΉΊЧΙχЭзޟܶཥǫӌᝳਙபҎΊพ ǭع

After the speech of any Shareholder, the Chairman may make responses by him or herself or appoint an appropriate person to respond. зޟܶพࡌعǫУபᑺԵࣣۊࡧۿΊঠืᙖǭ

Article 11 ౺Γ Proposal by Shareholder ޟܶඓਙ

In accordance with the Applicable Listing Rules and subject to Article 52 of the Articles, any Shareholders who individually or collectively hold one percent (1%) or more of the total number of issued Shares of the Company may submit to the Company a proposal for discussion at the annual general meeting.

ࡤԍιพՀޟҴᕫኞԤϠχЧΙޟҴχޟܶǫப٠ΙѨݛЮχೌۊǫ ϮѸഌส౺ 52 χೌۊǫЧਓॖӒϝѐඓзޟܶཥᝳਙǭ

Article 12 ౺ΓΉ Calculation of Voting Shares and Recusal ޟኞχषᆀǬଈᗀࡂڂ

Voting at a general meeting shall be based on the number of Shares. ޟܶཥχǫᓿЧޟҴࢸषᆀ୮ྎǭ

The Shares held by any Shareholders with no voting rights shall not be included in the total number of issued Shares while voting on resolutions in the general meeting.

ҴχᕫኞǭޟҴኞǫσᆀΌιพՀޟχܶޟ៵ǫჰᝳཥχܶޟ

To the extent required by the Applicable Listing Rules and in accordance with Article 66 of the Articles, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any proposed matter for consideration an approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to said matter.

ܤΙѨݛЮवχዻϚǫ٠Ѹഌส౺66χೌۊǫޟܶჰܤඓңޟܶ ཥӌ༷χඓਙٚໟԍԵفժৄߦगԍৄܤϝѐժੲχရǫൠ့ඓਙ ٚໟσபᑺԵۿЭЫޟܶۿЭݛΊޟܶՀ٣يٴѸшՀ٣χұՍ ៵ǭ

Any Shares held by any Shareholders who are not permitted to exercise voting rights in the preceding paragraph shall not be counted in the number of votes of Shareholders present at the general meeting for relevant resolutions.

៵χܶޟσᆀΌιзᝳࣣҴኞǫൠޟឩχ٣σபՀໟ߲ ኞǭ

Except for Taiwan trust enterprises or Shareholders' Service Agencies approved by Taiwan competent authorities, when a person who acts as the proxy for two or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent of the total number of votes of the Company and the portion of excessive votes represented by such proxy shall not be counted.

ଟτѾ୦ߕٚཧۿτѾ୦ᛵٽУᅼᐉਘঈޟވୄЭᐉᄣ ѝǫΊӌڐΉΊЧΙޟܶڸǫيٴЭχ៵σபຣၯιพՀ ǫσωषᆀǭ៵ຣၯχيٴχԤϠχΖǫຣၯ៵Ҵᕫኞޟ

Article 13 Principle for Voting Right ៵ߵ

౺ΓΖ

Subject to the Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person represented by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.

ڸۿᑺԵзѝǫڂ॒ۿժ៵ԍұՍߌҴѓޟۿۊೌଟѸഌสѓԍ ЭΊзχޟܶܤີՀǫൠࡤ܃يٴԍވޟҴ֘ԍ ៵ǭ

Shareholders shall vote on each of the proposals presented at the meeting and the result of the vote indicating Shareholders' consent, objection or abstaining from voting shall be entered at the Market Observation Post System on the day immediately following the convention of the Shareholders' meeting.

Ҏޟܶ೫ਙີՀעǫٗޟܤܶཥыࡌྴЉǫஉޟܶӌ༷Ǭϯჰ ۿఌ៵χ฿ܷᒘΌϝ້၎ᡷ෪ગǭ

Article 14 Voting on Proposal ᝳਙχ

౺Γћ

Unless otherwise provided for under the Applicable Listing Rules or the Articles, a proposal put to a vote shall be approved by consent of a majority of Shareholders present at the meeting attended.

ၯс៵ܶޟѝǫЧзۊೌѸഌสѓԍۿЮݛǫଟΙѨਙχᝳ ኞχӌ༷೦ၯχǭ

In case of an amendment proposal or substitute proposal to an original proposal, the chairman shall decide on the order of vote together with the original proposal. However, if one of the proposals has been approved, the others shall be deemed overruled and no further vote is required.

ӌᝳਙԍॼѼਙۿධЭਙǫҎУ٪ӌਙيٴۊχ־ǭӬيٴ τਙιᔾ೦ၯǫيٴЫᝳਙղࢸոǫАҽՀǭ

Article 15 ౺Γύ Checking and Counting Ballots ᅨϮष

The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be Shareholders. The ballots shall be publicly counted at any general meeting venue and the result of voting shall be announced at the general meeting and placed on record.

ᝳਙχᅨϮषΊঠǫҎУۊࡧχǫᅨΊঠᓿۇٴԍޟܶف ϠǭषᓿޟܤܶཥൈϚϝ້ࢸχǫχ฿ܷǫᓿྴൈോւǫٗԂ ૭ᒬǭ

Article 16 Meeting Minutes ᝳٚᒬ

౺Γϛ

Any resolutions made at a general meeting shall be compiled in the form of meeting minutes. The chairman shall affix his/her signature or seal to the meeting minutes, which shall be issued to shareholders within twenty days after the end of the general meeting. Meeting minutes may be produced and issued to Shareholders in electronic form.

ޟܶཥχᝳǫᓿՙԂᝳٚᒬǫҎУᛔӓۿᆹഌǫٗܤཥࡌΉΓЉϚ ǫஉᝳٚᒬϠพӑޟܶǭᝳٚᒬχᇐՙϮϠพǫபЧ႔ήЈӻࢸχǭ

The meeting minutes must faithfully record the meeting's date (year, month, day), place, Chairman's name, resolution method, summary of proceedings, and results of resolutions. Meeting minutes shall be kept during the existence of the Company.

ᝳٚᒬᓿያძ٠ཥᝳχӺǬЋǬЉǬൈ܃ǬУۀӓǬᝳЈݛǬᝳٚ ၯχवምϮيٴ฿ܷ૭ၠχǫӞѸϝѐӯឲන໋ǫᓿҀΝߜӯǭ

The number of votes casted for and against a resolution and the total number of votes cast shall be recorded in the meeting minutes.

ᝳχ฿ܷ)мԂϮϯჰ)χኞϮᕫעኞ֘ᓿၠܤܫᝳٚ ᒬǭ

Article 17 ౺Γ΅ Intermission and Resumption of A Meeting ҭ৩ǬឲՀཥ

During the general meeting, the chairman may, at his or her discretion, set time for intermission. In exceptional cases, when there are incidents that temporarily prevent the normal progress of the general meeting, the chairman may decide to temporarily suspend the general meeting and announce, depending on the situation, the time that the meeting will resume.

ཥᝳີՀǫУபଓۊ໋࠰ւҭ৩ǫพҊσш܋דχٚǫУ பກۊአଭЎཥᝳǫٗ࠰ݠѩឲՀ້ཥχ໋ǭ

Before the agenda set for the general meeting are completed, if the meeting venue cannot continue to be used for the general meeting, the chairman may seek another venue to resume the general meeting. Upon approval by Ordinary Resolution, the chairman may (and shall if so directed by the meeting) adjourn the general meeting if necessary.

ޟܶཥۊχᝳสܤᝳٚѹ฿߲ǫ້ཥχൈӝےѹિᝠឲ٣ҋǫப ҎУۊѓೋൈӝᝠឲ້ཥٗठԍመवඦ೦ᝳӌ༷ப(Ӭޟ නǭۦཥܶޟՠ࠰(ᓿߵҙࡧཥܶ

The Shareholders may resolve to adjourn or resume the general meeting within five days in accordance with the Applicable Listing Rules and the Articles.

ޟܶཥப٠ΙѨݛЮϮѸഌสχೌۊǫᝳӞύЉϚۦනۿឲՀཥǭ

Article 18 Preservation of Order at the Meeting Venue ཥൈઓ־χᆙࡤ

౺Γ

The chairman may direct inspectors (or security guards) to assist in preserving the order at the meeting venue. Inspectors (or security guards) shall wear an arm-band with the word "Inspector" when assisting in preserving the order at the meeting venue.

Уபࡧޖჯঠ(ߜۿһΊঠ)ڇծᆙࡤཥൈઓ־ǭޖჯঠ(ߜۿһΊঠ )Ӟൈڇծᆙࡤઓ־ǫᓿ٬ᔅȟޖჯঠȠӮኣᖀഌǭ

The chairman may direct inspectors or security guards to ask Shareholders who violate the Rules, disobey the chairman's correction, impede the process of the meeting and do not comply after being asked to stop to leave the meeting venue.

ޟܶၫϯѸೌߵσܱУޖѼǫ֢ᛍཥᝳχີՀǫڂЎσܱޚǫ பҎУࡧޖჯঠߜۿһΊঠፅيٴᙽ້ཥൈǭ

Article 19 ౺Γ· Enforcement and Amendment ძᆭॼस

Establishment and amendment to the Rules shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution in the general meeting.

ѸೌߵχसۊϮॼѼᓿဗٚཥӌ༷ǫٗޟܶཥЧඦ೦ᝳ೦ၯǭ

廣華控股有限公司

董事持股情形

職 稱	名 姓	持有股數
董事長	余澤民	11, 238, 036
董事	陳文中	1,899,994
董事	張家祥	600,000
董事	吳裕文	$\boldsymbol{0}$
獨立董事	蔡宏明	$\boldsymbol{0}$
獨立董事	李春興	$\boldsymbol{0}$
獨立董事	徐宏文	$\theta$

註1:截至本次股東會停止過戶日股東名簿記載之全體董事持有股數狀況,已符合 「公開發行公司董事、監察人股權成數及查核實施規則」規定成數標準。

註2:本公司設置審計委員會,故無監察人法定應持有股數之適用。

<附錄二>

本次無償配股對公司營業績效、每股盈餘及股東投資報酬率

之影響:不適用

(本公司 102 年未公開財務預測,故無法預估損益、每股盈餘或擬制性資料)