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JOURDENESS GROUP LIMITED

2019 Annual Shareholders’ Meeting Meeting Agenda

(Translation)

June 25, 2019

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I. MEETING PROCEDURE ........................................................................................................................ 1 II. AGENDA PROCEDURE ......................................................................................................................... 2 1.Reporting matter .......................................................................................................................... 3 2.Acknowledging matter ................................................................................................................. 3 3.Discussion matter ........................................................................................................................ 4 4.Extempore motion ....................................................................................................................... 5 III. APPENDIX ............................................................................................................................................. 6 1.Business report for 2018 .............................................................................................................. 6 2.Audit committee’s audit report ..................................................................................................... 9 3.Report on issuing the first unsecured convertible corporate bonds in the Republic of China..........10 4.Accountant's Check Report and 2018 Consolidated Financial Statements ..................................... 11 5.Earnings Distribution Table .........................................................................................................23 6.Comparison Table for MEMORANDUM OF ASSOCIATION .....................................................24 7.Acquiring or disposal of assets procedure amendments ................................................................40 8.Amendment of “Procedure of lending capital to others”...............................................................68 9.Before and After amendment ......................................................................................................68 10.Procedure of endorsement guarantee amendment .......................................................................79 IV-ATTACHMENT .................................................................................................................................... 87 1.2019 Shareholder Outstanding Meeting .......................................................................................87 2.Procedural Rules of General Meeting ..........................................................................................88 3.The Company’s “Articles of Association” full text .......................................................................96 4.Other references ....................................................................................................................... 130

I. Meeting procedure

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2019 Shareholder Standing Meeting Procedure

I. Announcement of meeting
II. Addresses by Chairman
III.Reporting matter
IV.Acknowledging matter
V. Discussion matter
VI. Extempore motion
VII. Adjournment

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II. Agenda procedure

Agenda of 2019 shareholder standing meeting

Date: 9 a.m. (Tuesday) June 25, 2019

Venue: No. 816, First section, Zhongqing Rd, North District, Taizhong (Meeting room, Story

  - 8, BIO-Jourdeness International Group Co., Ltd)

I Announcement of meeting (reporting attendance)
II Addresses by Chairman
III Reporting matter
(I) Business report for 2018.
(II) The Audit Committee reviewed the 2018 annual final accounting books and statements.
(III) Report on the remuneration distribution of employees and directors in 2018.
(IV) Report on issuing the first unsecured convertible corporate bonds in the Republic of China.
IV Confirming matter
(I) Business report and final accounts for 2018.
(II) 2018 Earnings distribution proposal.
V Discussion matter
(I) Proposal on amending the "Articles of Association".
(II) Proposal on amending “Procedure of acquiring or disposing of assets”.
(III) Proposal on amending “Procedure of lending capital to others”.
(IV) Proposal on amending “Procedure of endorsement guarantee”.
(V) Proposal on purchasing liability insurance for directors and important employees.
VI Extempore motion VII Adjournment

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Reporting matter

Proposal I: (Proposed by the Board of Directors)

Case: Business report for 2018 for public inspection.

Note: The Company’s Business report for 2018, please refer to Appendix I. （Page6~Page8）

Proposal II: (Proposed by the Board of Directors)

Case: The Audit Committee reviewed the 2018 annual final accounting books and statements for public inspection.

Note: Audit Committee’s audit report, please refer to Appendix II. （Page9）

Proposal III: (Proposed by the Board of Directors)

Case: Report on the remuneration distribution of employees and directors in 2018 for public inspection.
Note: The company's 2018 profit was NT$527,524,591. It is proposed to distribute employee compensation (including subordinate companies) according to the Taiwan Company Act and the company's articles of association. The directors' compensation NT$5,294,397 is not intended to be distributed.

Proposal IV: (Proposed by the Board of Directors)

Case: Report on issuing the first unsecured convertible corporate bonds in the Republic of China.

Note: About issuing the first unsecured convertible corporate bonds in the Republic of China, please refer to Appendix III. （Page10）

Acknowledging matter

Proposal I: (Proposed by the Board of Directors)

Case: Business report and final accounts for 2018 for confirmation.

Note:1. The Company’s 2018 Operating Report, please refer to Appendix I. （Page6~Page8）
The Company’s 2018 Consolidated Financial Statements (Consolidated Balance Sheets, Consolidated P&L Statements, Consolidated Changes in Owner’s Equity Statements, Consolidated Cash Flow Statements) have been verified by accountants Cheng-Chun Chiu and Tzu-Jung Kuo of Deloitte, please refer to Appendix IV (Page11~Page22).
The Company’s 2018 Business report and Consolidated Financial Statements have been reviewed and approved by the board of directors of the Company. The audit committee checked and completed the audit committee's audit report.
For confirmation.

Resolution:

Proposal II: (Proposed by the Board of Directors)

Case: 2018 Earnings distribution proposal for confirmation.

Note:1. For the Company's 2018 Earnings distribution, ordinary share cash dividends are distributed at NT$4.5 per share. According to the company's articles of

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association, the Earnings Distribution Table is prepared, please refer to
Appendix V. (Page 23).
If, due to the purchase of the shares of the Company, the transfer, conversion and cancellation of the treasury shares or the conversion of the Company's bonds in accordance with the conversion method, etc., the number of shares outstanding of the Company changes and the shareholder's interest rate has to be adjusted, then it is proposed that the shareholders' meeting is requested to authorize the board of directors to handle matters related to the change.
The cash dividends are calculated to the New Taiwan dollar by the distribution ratio, and are rounded off below 1 dollar. The total amount of the distributed dividends less than NT$1 is included in the Company's other income. After the approval of the shareholders' meeting, it is proposed to invite the shareholders' meeting to authorize the chairman to separately set matters related to the ex-dividend date.

4. For confirmation.

Resolution:

Discussion matter

Proposal I: (Proposed by the Board of Directors)

Case: Proposal on amending the "Articles of Association" for discussion.

Note:1. In accordance with the letter from the Taiwan Stok Exchange Corporation (TWSE) on November 30, 2018, the Taiwan Stok Exchange Corporation (TWSE) No. 1071703794, the company's articles of association are proposed to be revised.
Please refer to Appendix VI for the revised provisions of the Articles of Association. (page24~page40)
For discussion.

Resolution:

Proposal II: (Proposed by the Board of Directors)

Case: Proposal on amending “Procedure of acquiring or disposing of assets” for discussion.
Note:1. In accordance with Financial Supervisory Commission R.O.C.’s letter No.1070341072 issued on November 26, 2018 and the Taiwan Stok Exchange Corporation (TWSE)’s Letter No. 1070023202 on November 27, 2018 Article, it is proposed to amend some provisions of the “Procedure of acquiring or disposing of assets” of the Company.
Please refer to Appendix VII for the revised provisions(page41~page68). 3. For discussion.

Resolution:

Proposal III: (Proposed by the Board of Directors)

Case: Proposal on amending “Procedure of lending capital to others” for discussion.

Note:1. In accordance with the letter of Financial Supervisory Commission R.O.C. No. 1080304826 of March 7, 2019, it is proposed to amend some of the provisions

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of the Company's " Procedure of lending capital to others ".

Please refer to Appendix VIII for the revised provisions. (page69~page79). 3. For discussion.

Resolution:

Proposal IV: (Proposed by the Board of Directors)

Case: Proposal on amending “Procedure of endorsement guarantee” for discussion.

Note:1. In accordance with the letter of the Securities & Futures Bureau of Financial Supervisory Commission R.O.C. No. 1080304826 of March 7, 2019, it is proposed to amend some of the provisions of the Company's " Procedure of endorsement guarantee".
Please refer to Appendix IX for the revised provisions. (page80~page86)
For discussion.

Resolution:

Proposal V: (by the board)

Case: Proposal on purchasing liability insurance for directors and important employees.

Note:1. To implement Article 39 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
The Company intends to purchase liability insurance for the directors' legal liability in the course of implementing their business during their term of office to reduce and decentralize the risk of significant damage to the company and its shareholders due to wrongful or negligent conduct.
Please refer to Appendix X for a summary of the insurance coverage of the directors and important employee liability insurance. (page87)

Resolution:

Extempore motion

Adjournment

Appendix I

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III. Appendix

JOURDENESS GROUP LIMITED Business report for 2018

I. Business philosophy

"Honesty, Trust, Sustainable management" is the business philosophy that the Group has consistently adhered to. The Group has always adhered to the publicity strategy that advertising and general publicity serves only as supplement, instead, we insist on relying on products, services, technology, and customers' word of mouth to endorse for realizing the goal of creating a "100-year brand, a century-old enterprise".

The Group's main business are R&D, manufacturing and sales of beauty, body products and courses. Products include water, sunscreen, lotion, oil, mask, cleaning, essence and cream, and other beauty and body products, as well related SPA courses. By pursuing high quality and R&D of skin care products and courses suitable for oriental women's skin, we can let consumers in the course seeking beauty feel more assured in using the skin care products and courses produced by the Group. That is our persistence on products and services.

In 2018, Jourdeness brand operation marks the 30[th] year. Starting from scratch, from small to large, after direct stores, franchise management, e-commerce, and physical access becoming mature and stable, Jourdeness will move forward towards OEM, regional agents, department store counters and Southeast Asian markets.

II. Implementation overview

There are about 650 direct and franchised stores in Taiwan, mainland China and Malaysia with more than 270 thousand members. With the best quality and service, the Group has a complete range of rigorous education and training, education centers in all districts. In software or hardware, we have strict requirements for the implementation of each internship operation. We use high-tech equipment to provide top-level services.

The Group has set up R&D bases in Taiwan and Guangzhou factories to put in place new materials development, formula development, process technology research, skin quality testing, patent research and other departments. From new raw material development, raw material inspection, product research and development to production, QC and packaging, we depend on ourselves, all because of the highest quality care products to customers.

Appendix I

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III. Business plan implementation results

Unit: NT$ thousand dollars

Item	2018	2017	Changes amount
Operating income	3,108,496	2,313,520	794,976
Operating cost	(721,270)	(668,517)	(52,753)
Operating margin	2,387,226	1,645,003	742,223
Operating expense	(1,686,535)	(1,426,537)	(259,998)
Operating interest	700,691	218,466	482,225
Non-operating income (expenditure)	20,070	16,478	3,592
Before-tax net profit (net loss)	720,761	234,944	485,817
Income tax expense	(193,236)	(52,542)	(140,694)
Net profit for the current period (net loss)	527,525	182,402	345,123

Net profit (loss) attributable to:
Owners of the parent company	527,525	182,402	345,123
Joint control of predecessor rights	-	-
	527,525	182,402	345,123

IV. Operating income and expenditure budget execution

In the 2018, there was no public financial forecast, so there was no budget.

V. Profitability analysis

In the 2018, the launch of new products such as BA-5 Skin Anti-Wrinkle Liquid was popular among members, and in cooperation with the Group's 30[th] anniversary celebration, we launched a sales strategy and a value-adding gift box, then we promoted the sales of beauty and body products in 2018. In addition, in 2018, Poya and e-commerce channel also achieved good results through the marketing on online fan pages. In 2018, we continued to organize the operation of the stores in the mainland, and blended courses to promote the members' to return to the store for practice course, which led to the significant growth of the group's beauty and body service income. Thanks to effective management of the expenses, the operating expenses such as rent and salary of direct stores were higher than the same period of last year, but they are still under the control of operational management. They are expected to continue to maintain the growth of the Group's performance in the future.

The Group continues to actively develop new products, pays attention to the

Appendix I

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development trend of the beauty industry, plans the best sales solutions for beauty and body courses and products, and steadily moves towards refinement and high service quality objectives, and through sales promotion and effective cost and expense reduction we return high profits to shareholders for their long-term support.

VI. Research and development status

The Group's technology sources are mainly self-development and academic cooperation. The R&D center is responsible for new material development, formulation development, process technology research and patent research etc. The core value of the Group's products lies in the professional formula development, providing products exclusive to the group members, and carefully designing skin care products suitable for different skins types. Therefore, the raw materials used for each product are given special codes to prevent formula disclosure. The Group is a multinational beauty and body chain enterprise. The R&D center pays close attention to the development trend and direction of the beauty and body industry. Therefore, the product development and course service design keep pace with the times and continues to innovate. It is the first to apply for anti-pollution ingredient Exotic PHT trademark registration in 2017. Then it independently developed Caritas JD, a comprehensive whitening anti-aging material in 2018, and applied for trademark registrations in Mainland China, Republic of China and Malaysia, and further applied for multiple invention patents of Caritas JD to establish a solid foundation for research and development.

The R&D center is not limited to independent technology, but also looks into deeper academic scientific research. In 2016, it developed high-performance plant extract patent raw materials together with Japan Technoble Co., Ltd. and Pharmaceutical Research Institute of Japan Kindai University; in 2018, it signed a memorandum of cooperation with Providence University in the hope of implementing innovative R&D prowess at the application level through industry-university cooperation, and creating related products and services that meet the needs. In 2019, it signed a membership agreement with the International Industry and Culture Alliance of National Chung Hsing University. Through the multi-faceted cooperation with the Group, we will jointly develop new technologies in the beauty industry, expand wider international presence and lead the development of the beauty industry.

The results of new product development in 2018 and 2019 of the Republic of China are as follows:

Year	New products
2018	Black Shine Aurora Mask, Black Shine Capsule, Butterfly Moisturizing Eye Mask, Black Shine Firming Luxury Eye Cream, Sandalwood Oil, Tea Tree Oil, Plant Extracting Conditioner, Diamond Mask, Lifting Face Cream (Upgrade), BA -5 Skin Anti-Wrinkle Lotion, BA-5 Skin Wrinkle Essence, BA-5 Skin Wrinkle Relief Cream, Light Speed Efficacy Eye Serum, DC Dragon Blood Lotion, Dragon Blood Soap, Bath Salt Patchouli, Rosemary, Lavender, Phycoerythrin Bathing Essence, Firming Pretty Cream.
2019	Buckwheat Series - Mousse, Essence, Mask, Platinum Intensive Whitening Series – Blemish Lightener, Whitening Cream, Make-up remover cotton, Japanese lip gloss, and happy essential oils.

Year

New products

2018

Black Shine Aurora Mask, Black Shine Capsule, Butterfly Moisturizing Eye
Mask, Black Shine Firming Luxury Eye Cream, Sandalwood Oil, Tea Tree Oil,
Plant Extracting Conditioner, Diamond Mask, Lifting Face Cream (Upgrade),
BA -5 Skin Anti-Wrinkle Lotion, BA-5 Skin Wrinkle Essence, BA-5 Skin
Wrinkle Relief Cream, Light Speed Efficacy Eye Serum, DC Dragon Blood
Lotion, Dragon Blood Soap, Bath Salt Patchouli, Rosemary, Lavender,
Phycoerythrin Bathing Essence, Firming Pretty Cream.

2019

Buckwheat Series - Mousse, Essence, Mask, Platinum Intensive Whitening
Series – Blemish Lightener, Whitening Cream, Make-up remover cotton,
Japanese lip gloss, and happy essential oils.

Appendix II

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JOURDENESS GROUP LIMITED

Audit committee’s audit report

Appropriate

The Board of Directors has sent the Company's Business report for 2018, Consolidated Financial Statements and Earnings Distribution Proposals etc., of which the Consolidated Financial Statements have been verified by accountants Cheng-Chun Chiu and Tzu-Jung Kuo of Deloitte, who issued an unqualified opinion check report. The above-mentioned Operating Report, Consolidated Financial Statements and Earnings Distribution Proposal have been checked by the Audit Committee considered having no disagreement. According to Article 14.4 of the Securities and Exchange Act and Article 219 of the Taiwan Company Act, this report is prepared for verification.

Thereby Shareholder Outstanding Meeting 2019, Jourdeness Limited

JOURDENESS GROUP LIMITED Convener of the Audit Committee: March 19, 2019

Appendix III

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JOURDENESS GROUP LIMITED

Report on issuing the first unsecured convertible corporate bonds in the Republic of China

First unsecured convertible corporate bonds begin to be listed and traded on the TPEx in the Republic of China on 28th December, 2018.
The amount of the first unsecured convertible corporate bonds in the Republic of China is NT$7.5 billion.
The conversion price for this convertible corporate bonds at time of issuance is NT$111.
As of 30th April, 2019, the number of shares that have been requested for share exchange to ordinary shares is 0 share, and the share exchange amount is NT$0, in accordance with the procedure for share exchange by creditors.

Appendix IV

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Accountant's Check Report and 2018 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders JOURDENESS GROUP LIMITED

Opinion

We have audited the accompanying consolidated financial statements of JOURDENESS GROUP LIMITED and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Assessment of impairment of other intangible assets customer relationship and goodwill

Appendix IV

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The accompanying consolidated financial statements for the year ended December 31, 2018 included customer relationship (classified as other intangible assets) of NT$858,110 thousand and goodwill of NT$520,514 thousand, totaling amount to NT$1,378,624 thousand, which represented 23% of total assets for the consolidated financial statements. The other intangible assets of customer relationship and goodwill both resulting from the acquisition of the assets and operations of beauty stores in China, Taiwan and Malaysia for expanding the cosmetology service and the Group’s operations. In accordance with IAS 36, “Impairment of Assets,” management assesses whether there is any indication that those assets have suffered any impairment loss at the balance sheet date. Determining whether those assets are impaired requires an estimation of the recoverable amount of the cash-generating unit to which those assets has been allocated, and the assumptions were of high uncertainty since they are subject to management’s judgment and affected by economic trends. Therefore, it was identified as one of the key audit matters.

Please refer to Notes 4, 5, 14, 15 and 29 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty, and details of the information about the impairment of intangible assets of customer relationships and goodwill.

The audit procedures we performed in response to the above key audit matter included the following:

Understood and assessed the reasonableness of the identification of impairment of those assets by management.
Evaluated the independent experts’ professional capacity, competence and independence engaged by the management.
Understood the process and basis for the estimated growth rate and profit margin predicted with the future operating prospects of the cash-generating units to which those assets belong.
Consulted our experts to assess the reasonableness and appropriateness of assumptions and methods used in the impairment test report provided by the independent experts.

Beauty and body spa course services revenue recognition

As of December 31, 2018, the carrying amount of the contract liabilities - current was NT$2,247,520 thousand, which represented 54% of total liabilities for the consolidated financial statements. For the year ended December 31, 2018, the beauty and body spa course services revenue amounted to NT$1,820,165 thousand, which represented 59% of net revenue for the consolidated financial statements. The Group’s management recognized beauty and body spa course services revenue based on independent actuaries’ report. The assumptions of the actuarial analyses were made according to the Group’s historical service experience and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers, excluding the courses that had refund liability in effective period. Such underlying assumptions were subject to management’s objective judgment and estimates which are highly uncertain. Therefore, the recognition of the beauty and body spa course services revenue was identified as one of the key audit matters.

Appendix IV

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Please refer to Notes 4, 5, 20 and 24 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty, and details of the information about the recognition of beauty and body spa course services revenue.

The audit procedures we performed in response to the above key audit matter included the following:

Evaluated the professional qualifications, competency and independence of the independent actuary engaged by the management.
Understood and tested the accuracy and completeness of the data which management used in actuarial analyses of the expected redemption rate of deferred courses.
Compared the methodology and significant assumptions, including expected redemption rate and expected aggregate redemption rate of deferred courses, along with specific historical data in order to assess the reasonableness of management’s judgments.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Appendix IV

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Appendix IV

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The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chun Chiu and Tzu-Jung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 19, 2019

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 8 and 34) Notes receivable (Notes 4 and 9) Trade receivables (Notes 4 and 9) Trade receivables from related parties (Notes 4, 9 and 33) Other receivables from related parties (Notes 4 and 33) Inventories (Notes 4, 10, 29 and 33) Current tax assets (Notes 4 and 26) Other current assets (Notes 29 and 33) Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current (Notes 4, 8 and 34) Property, plant and equipment (Notes 4, 5, 12, 29, 33 and 34) Investment properties (Notes 4, 5 and 13) Other intangible assets (Notes 4, 5 ,15, 29 and 33) Goodwill (Notes 4, 5, 14, 29 and 33) Deferred tax assets (Notes 4, 26, 29 and 33) Other financial assets - non-current (Notes 4, 16 and 34) Other non-current assets (Notes 4, 17 and 29) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4, 18, 33 and 34) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 19) Contract liabilities - current (Notes 4, 20, 29 and 33) Notes payable Trade payables Other payables (Note 21) Other payables to related parties (Note 33) Current tax liabilities (Notes 4 and 26) Advance receipts (Notes 20, 29 and 33) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 19) Long-term borrowings (Notes 4, 18, 33 and 34) Deferred tax liabilities (Notes 4 and 26) Guarantee deposits Net defined benefit liabilities - non-current (Notes 4 and 22) Total non-current liabilities Total liabilities EQUITY (Notes 4, 19 and 23) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unearned employee benefits Total other equity Total equity TOTAL		2018 Amount % $ 1,367,873 23 290,680 5 106 - 175,297 3 - - 2,714 - 265,749 5 9,140 - 84,404 1 2,195,963 37 252,241 4 1,869,399 31 116,942 2 866,108 14 520,514 9 35,707 1 - - 141,907 2 3,802,818 63 $ 5,998,781 100 $ 78,323 1 1,275 - 2,323,381 39 284 - 28,718 1 331,445 6 1,957 - 26,910 - - - 8,743 - 2,801,036 47 719,327 12 400,000 7 182,198 3 33,132 - 8 - 1,334,665 22 4,135,701 69 609,997 10 660,696 11 112,651 2 19,415 - 653,862 11 785,928 13 (48,568) (1) (144,973) (2) (193,541) (3) 1,863,080 31 $ 5,998,781 100		2017
				Amount % $ 930,446 18 - - 268 - 177,259 4 464 - 9,280 - 290,417 6 9,140 - 72,300 1 1,489,574 29 - - 1,750,652 34 116,942 2 863,166 17 445,661 9 52,165 1 231,562 5 131,482 3 3,591,630 71 $ 5,081,204 100 $ - - - - - - 294 - 29,975 1 325,518 6 - - 28,726 1 2,751,087 54 6,982 - 3,142,582 62 - - 400,000 8 44,897 1 28,980 - 596 - 474,473 9 3,617,055 71 611,547 12 646,702 13 94,411 2 11,317 - 305,814 6 411,542 8 (19,415) - (186,227) (4) (205,642) (4) 1,464,149 29 $ 5,081,204 100

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

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 4, 5, 20, 24, 29 and 33) COST OF REVENUE (Notes 4, 10, 25 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 4, 22, 25 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 25 and 33) Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations		2018 Amount % $ 3,108,496 100 721,270 23 2,387,226 77 1,304,351 42 352,828 12 29,356 1 1,686,535 55 700,691 22 35,029 1 (7,960) - (6,999) - 20,070 1 720,761 23 193,236 6 527,525 17 (411) - (4) - (415) - (29,153) (1)		2017
				Amount % $ 2,313,520 100 668,517 29 1,645,003 71 1,075,118 46 315,135 14 36,284 2 1,426,537 62 218,466 9 38,168 2 (18,688) (1) (3,002) - 16,478 1 234,944 10 52,542 2 182,402 8 (2,823) - 480 - (2,343) - (8,098) (1) (Continued)

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted		2018 Amount % $ (29,568) (1) $ 497,957 16 $ 9.02 $ 8.85		2017
				Amount % $ (10,441) (1) $ 171,961 7 $ 3.12 $ 3.11
		$		$

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

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Share Capital (Note 23) Capital Surplus (Notes 4, 19 and 23) BALANCE AT JANUARY 1, 2017 $ 611,547 $ 640,878 Appropriation of 2016 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Donations from shareholders - 5,824 Net profit for the year ended December 31, 2017 - - Other comprehensive loss for the year ended December 31, 2017, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2017 - - Issuance of restricted employee share - - BALANCE AT DECEMBER 31, 2017 611,547 646,702 Appropriation of 2017 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Donations from shareholders - 55 Equity component of convertible bonds issued by the Company - 25,363 Net profit for the year ended December 31, 2018 - - Other comprehensive loss for the year ended December 31, 2018, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2018 - - Issuance of restricted employee share - -	Retained Earnings (Note 23) Legal Reserve Special Reserve Unappropriated Earnings $ 67,188 $ 1,320 $ 377,016 27,223 - (27,223) - 9,997 (9,997) - - (214,041) - - - - - 182,402 - - (2,343) - - 180,059 - - - 94,411 11,317 305,814 18,240 - (18,240) - 8,098 (8,098) - - (152,724) - - - - - - - - 527,525 - - (415) - - 527,110 - - -	Other Equity (Notes 4, 23 and 28) Exchange Differences on Translating Foreign Operations Unearned Employee Benefits $ (11,317) $ (215,450) - - - - - - - - - - (8,098) - (8,098) - - 29,223 (19,415) (186,227) - - - - - - - - - - - - (29,153) - (29,153) - - 28,280	Total Equity $ 1,471,182 - - (214,041) 5,824 182,402 (10,441) 171,961 29,223 1,464,149 - - (152,724) 55 25,363 527,525 (29,568) 497,957 28,280 (Continued)
		Exchange Differences on Translating Foreign Operations $ (11,317) - - - - - (8,098) (8,098) - (19,415) - - - - - - (29,153) (29,153) -

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Share Capital (Note 23) Capital Surplus (Notes 4, 19 and 23) Cancel of restricted employee share $ (1,550) $ (11,424) BALANCE AT DECEMBER 31, 2018 $ 609,997 $ 660,696	Retained Earnings (Note 23) Legal Reserve Special Reserve Unappropriated Earnings $ - $ - $ - $ 112,651 $ 19,415 $ 653,862	Other Equity (Notes 4, 23 and 28) Exchange Differences on Translating Foreign Operations Unearned Employee Benefits $ - $ 12,974 $ (48,568) $ (144,973)	Total Equity $ - $ 1,863,080
		Exchange Differences on Translating Foreign Operations $ - $ (48,568)

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

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables /Impairment
loss recognized on trade receivables
Finance costs
Interest income
Compensation costs of employee share option
(Gain) loss on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Reversal of write-down of inventories
Amortization of prepayments for leases
Changes in operating assets and liabilities
Notes receivable
Trade receivables
Other receivables
Inventories
Other current assets
Notes payable
Trade payables
Other payables
Contract liabilities/advance receipts

Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets measured at cost

Net cash outflows on business combinations
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Payments for intangible assets
Decrease in other financial assets
Increase in other non-current assets
Decrease in prepayments for equipment

Net cash used in investing activities

2018
2017
$ 720,761
$ 234,944
166,992
147,301
102,787
77,012
83
587
6,999
3,002
(8,891)
(6,692)
28,280
29,223
(41)
1,905
1,560
200
(3,341)
(17,654)
6,262
7,067
162
(244)
2,343
84,221
6,549
(9,280)
37,167
48,890
(11,760)
(11,883)
(10)
(243)
(1,257)
2,595
25,384
39,369
(615,697)
(137,182)
1,761
(1,946)

(999)

(1,013)
465,094
490,179
8,908
6,692
(6,992)
(2,783)

(37,597)

(73,798)

429,413

420,290
(311,359)
-
(51,683)
(81,820)
(277,196)
(162,284)
314
490
(11,292)
(16,672)
(3,579)
(406)
-
2,058
(1,597)
-

(2,524)

408
(658,916)
(258,226)
(Continued)

Appendix IV

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Proceeds from guarantee deposits received Donation from shareholders Dividends paid to owners of the Company Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2018 $ 78,323 749,565 - 4,152 55 (152,724) 679,371 (12,441) 437,427 930,446 $1,367,873	2017 $ - - 290,000 3,415 5,824 (214,041) 85,198 (5,419) 241,843 688,603 $ 930,446

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

Appendix V

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JOURDENESS GROUP LIMITED

Earnings Distribution Table 2018

Earnings Distribution Table 2018	Earnings Distribution Table 2018
Unit: NT$
Item	Amount
Undistributed earnings at the beginningof theperiod
	126,756,130
Less: 2018 retained earnings
adjustment	414,945
Adjusted undistributed earnings	126,341,185
Add: 2018 after-tax netprofits	527,524,591
Less: accrued statutory surplus reserve	52,752,459
Less: accrued special purpose surplus reserve	29,153,067
Availablefordistributionearnings	571,960,250
Distribution item
Shareholder cash dividend (NT$4.5	274,498,650
pershare)
Undistributed earnings at the end of theperiod	297,461,600
Note 1: The distribution of dividends of the company is based on the total number of
shares outstandingfor theperiod endingMarch 11, 2019, which is 60,999,700.
Note 2: Prior to the earnings distribution base date, if the Company changed the number
of shares outstanding in the company due to factors such as buying back the shares of the company, transferring, converting and canceling the treasury shares or converting the conversion of the company bonds according to the issuance conversion method, and if there is a need for shareholder interest rate adjustment, it is proposed to request the shareholders' meeting to authorize the board ofdirectors tohandleit.

Appendix VI

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JOURDENESS GROUP LIMITED

Comparison Table for MEMORANDUM OF ASSOCIATION

No.	Current Provisions		Proposed Amendments	Explanations
Article 6	This Article is added.		When conducting business, the Company shall comply with the laws and regulations as well as business ethics, and may take actions that will promote public interests in order to fulfil its social responsibilities.	In order to be in line with the announcement Taiwan No. 10717037941 revising “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 6 of the Memorandum of Organization of the Company are updated, and the subsequent Articles are deferred in turn.

Appendix VI

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No.	Current Provisions	Proposed Amendments	Explanations
Article 7	The Board of Directors shall keep, or cause to be kept, the Register which may be kept in or outside the Cayman Islands at such place as the Board of Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office.	The Board of Directors shall keep, or cause to be kept, the Register which may be kept in or outside the Cayman Islands at such place as the Board of Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office, and shall be made available at its Shareholder Service Agent’s office in the R.O.C. The Board or any other authorized conveners of general meetings of the Company may request that the Company or the Company’s Shareholder Service Agent provide a copy of the Register for inspection.	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 7 are added.
Article 12	Item 2 is added.	(2) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, theprovisions of

Appendix VI

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No.	Current Provisions	Proposed Amendments	Explanations
			Article 12.2 are added.
Article 32	The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B: …(Omitted)	The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B: …(Omitted) (h) apply for the approval of ceasing the status as a public company.	With reference to provisions of Taiwan Company Law, the provisions of Article 32.h are added.
Article 41	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 Taipei Exchange 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.	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 Taipei Exchange 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(the“Book Closure Period”).	For the purpose of unifying the language, adjust texts.

Appendix VI

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No.	Current Provisions	Proposed Amendments	Explanations
Article 46	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 Taipei Exchange 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)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 Taipei Exchange 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. (2) Any one or more Shareholder(s) continuously holding more than half of the total issued and outstanding Shares of the Company for a period of no less than three months may convene an extraordinary general meeting. The number of	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 46.2 and 3 are added, the texts of the original Article 46 changed to Article 46.1. With reference to provisions of Taiwan Company Law, adjust texts to avoid doubts.

Appendix VI

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No.	Current Provisions		Proposed Amendments	Explanations
			Shares held by such Shareholder or Shareholders and the holding period of which such Shareholder or Shareholders hold such Shares shall be calculated and determined based on the Register as of the first day of the Book Closure Period. (3) In addition to the circumstance where the Board should have convened a general meeting but does not or is unable to convene a general meeting pursuant to the Law, the Applicable Listing Rules or these Articles, an Independent Director from the audit committee of the Company may also, for the benefit of the Company, call a general meeting when it is deemed necessary.
Article 50	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; …(Omitted)		The following matters shall be specified in the notice of a general meetingwith the description of their major contents,and shall not be proposed as ad hoc motions. The major contents may be posted on the website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the notice: (a) election or discharge of Directors or supervisors (if any); (b) amendments to the Memorandum of Association and/or these Articles; (c) any capital reduction;	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, theprovisions of the

Appendix VI

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No.	Current Provisions	Proposed Amendments	Proposed Amendments	Explanations
		(d) applying for the approval of ceasing the status as a public company; …(Omitted)		second half of Article 50 and Article 50.c and d are added subsequent Articles are deferred in turn.

Article 52	Shareholder(s) holding one percent (1%) or more of the total number of issued Shares immediately prior tothe relevant book close periodmay 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), andparticipate in the discussion of	(1)	Shareholder(s) holding one percent (1%) or more of the total number of issued Shares immediately prior tothe Book Closure Period may propose in writing to the Company a proposal for discussion at an annual general meeting, or by way of electronic transmission for resolution 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	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 52.1 and 2 are amended and Article 52.3 are added. With

Appendix VI

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No.	Current Provisions		Proposed Amendments	Explanations
	such proposal. The Boardmay 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).	(2)	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 Boardshall include a proposal submitted by a Shareholder(s)unless:(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;(iv) the proposal contains more than three hundred (300) words; or (v) 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 annualgeneral meetingtheproposals	reference to provisions of Taiwan Company Law, adjust texts to avoid doubts, add this item to avoid doubts.

Appendix VI

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No.	Current Provisions			Proposed Amendments	Explanations
			(3)	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). If a proposal submitted by Shareholder(s) is intended to urge the Company to promote public interests or fulfil its social responsibilities, the Board may include the proposal notwithstanding that one of the circumstances set forth in the preceding Paragraph (2) of this Article applies.
Article 77	(2) 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.		(2) for		In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 77.2 are amended, and adjust texts.

Appendix VI

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No.	Current Provisions	Proposed Amendments	Explanations
		Company.
Article 82B	For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director or supervisor (if any), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director or supervisor (as the case may be) at the time of his or her appointment or election as Director or supervisor (as the case may be) being approved at a general meeting (the "Approval Time"), shall be discharged or vacated from the office of Director or supervisor (as the case may be). For so long as the Shares are registered in the EmergingMarket or listed in the Taipei Exchange or	For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director(the Independent Director is excluded) or supervisor (if any), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director or supervisor (as the case may be) at the time of his or her appointment or election as Director or supervisor (as the case may be) being approved at a general meeting (the "Approval Time"), shall be discharged or vacated from the office of Director or supervisor (as the case may be). For so longas the Shares are registered in the	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 82B. 1, 2 paragraph are amended, and adjust

Appendix VI

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No.		Current Provisions		Proposed Amendments	Explanations
		TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director or supervisor (if any) will be proposed, his or her appointment or election as Director or supervisor (if any) shall be null and void.		Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director(the Independent Director is excluded) or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director(the Independent Director is excluded) or supervisor (if any) will be proposed, his or her appointment or election as Director (the Independent Director is excluded) or supervisor (if any) shall be null and void.	texts.
Article 102		A person shall not act as a Director and shall be discharged or vacated from the office of Director, if he or she: (a) committed an organized crime and has been adjudicated guilty by a final judgment, andthe time elapsed after he has served the full term of the sentence is less than five (5) years; (b) has beensentenced to imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, andthe time elapsed after he has served the full term of such		A person shall not act as a Director and shall be discharged or vacated from the office of Director, if he or she: (a) committed an organized crime and has been adjudicated guilty by a final judgment, andhas not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardonis less than five (5) years; (b) has beenimposed a final sentence involving imprisonment for a term of more than one (1)year	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018,

Appendix VI

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No.		Current Provisions		Proposed Amendments	Explanations
		sentence is less than two (2) years; (c) has beenadjudicated guilty by a final judgment for misappropriating company or public funds during the time of his public service, and the time elapsed afterhe has served the full term of such sentence is less than two (2) years; (d) becomes bankruptand has not been discharged from bankruptcy;…(Omitted) (g) diesor is found to be or becomes of unsound mind;…(Omitted)		for commitment of fraud, breach of trust or misappropriation, andhas not started serving the sentence, has not completed serving the sentence, or the time elapsed aftercompletion of serving the sentence, expiration of the probation, or pardon is less than two (2) years; (c) has beenimposed a final sentence due to violation of the Anti-corruption Act, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years; (d) becomes bankruptor is adjudicated of commencement of liquidation proceeding by a court under the laws of any jurisdiction, and has not been reinstated to his rights and privileges;… (Omitted) (g) dies oran order has been made by any competent court or authority on the grounds that he from mental disorder or is otherwise incapable of managing his affairs and such order has not been revoked；… (Omitted)	the provisions of Article 102.1 paragraph a, b, c, d, g, are amended, and adjust texts.
Article 107		A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or herpersonal		A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or herpersonal	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights

Appendix VI

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No.	Current Provisions		Proposed Amendments	Explanations
	interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she 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: …(Omitted)		interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested.Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter.For the purposes of this Article, a general notice to the Board by a Director to the effect that:… (Omitted)	and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 107 are amended.
Article 123	Subject to the Cayman Islands law, any Shareholder(s) holding three percent (3%) or more of the total number of the issued Shares of the Company forone (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.		Subject to the Cayman Islands law, any Shareholder(s) holdingone percent (1%) or more of the total number of the issued Shares of the Companycontinuously forsix (6) months 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.	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 123.1 are

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No.	Current Provisions	Proposed Amendments	Explanations
			amended.
Article 129	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. Share dividends shall be distributed by Shareholders resolution, while cash dividends shall be distributed by Board resolution. 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	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. Share dividends shall be distributed by Shareholders resolution, while cash dividends shall be distributed by Board resolution. 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 thegeneral meetingfor approval.	With reference to the Taiwan Decree, the added provisions can allow the Company to protect shareholders' equity with the board of directors approving cash dividends distribution provisions. Therefore, the second half of Article 129.1 is added; the original second half of Article 129.3 paragraph e is

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No.	Current Provisions		Proposed Amendments	Explanations
	approval.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: … (Omitted) (e) with respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (d) above plus any previously undistributed cumulative Retained Earnings), 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, subject to Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (a) to (d) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to Shareholders.		Share dividends shall be distributed by Shareholders resolution, while cash dividends shall be distributed by Board resolution. … (Omitted) 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: …(Omitted) (e) with respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (d) above), plus any previously undistributed cumulative Retained Earnings). 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, andthe Company may distribute the remaining balance in part or in whole as determined by a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors to the Shareholders as dividends/bonuses, and in addition thereto a report of such distribution shall be submitted to	adjusted to the provisions of items 4 and 5.

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No.	Current Provisions		Proposed Amendments	Explanations
			the general meeting. Subject to Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (a) to (d) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to Shareholders.
Article 148	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 bythe Company.		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, transcribe 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 bythe Company; the	In order to be in line with the “Examination Form for the Protection of Shareholders' Rights and Interests in Foreign Issuer Registration Countries” issued by the stock exchange on November 30, 2018, the provisions of Article 148 are amended.

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No.	Current Provisions	Proposed Amendments	Explanations
		Company shall make Shareholder Service Agent provide the above documents.

Article 151	The Company may byOrdinary Resolution adopt one (1) of the protection mechanisms as described in Article152 (a) and (b).	The Company may byBoardResolution adopt one (1) of the protection mechanisms as described in Article 152(a) and (b).	The amendment of Article 151 allows the Company, in accordance with the provisions of the Taiwan Decree, to let by the board of directors to approve compensation for directors' liability or to insure liability insurance.

The revised memorandum and articles of association of the Company shall be subject to the English version; if it is only the textual adjustment of the Company's memorandum and the translation of the articles of association, it shall not be listed.

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JOURDENESS GROUP LIMITED

Acquiring or disposal of assets procedure amendments Before and After Revision

Before amendment	Afteramendment	Note
Acquiringor disposal of assetsprocedure
III: Assets scope The assets scope in the procedure is as follows: I. Stocks, bonds, corporate bonds, financial bonds, securities of the commendation fund, depositary receipts, subscription (sales) warrants, beneficiary securities and asset-based securities. II. Real estate (including land, housing and construction, investment real estate, inventory of construction industry) and equipment. III. Membership card. IV. Intangible assets such as patents, copyrights, trademarks, and concessions. V. Use rights assets. VI. Claims of financial institutions (including receivables, buying exchange discount and loans, overdue receivables). VII. Derivatives. VIII. Assets acquired or disposed of in accordance with legal mergers, divisions, acquisitions or transfer of shares. IX. Other important assets.	III: Assets scope The assets scope in the procedure is as follows: I. Stocks, bonds, corporate bonds, financial bonds, securities of the commendation fund, depositary receipts, subscription (sales) warrants, beneficiary securities and asset-based securities. II. Real estate (including land, houses and buildings, investment real estate, land use rights, inventory of construction industry) and equipment. III. Membership card. IV. Intangible assets such as patents, copyrights, trademarks, and concessions. V. Claims of financial institutions (including receivables, buying exchange discount and loans, overdue receivables). VI. Derivatives. VII. Assets acquired or disposed of in accordance with legal mergers, divisions, acquisitions or transfer of shares. VIII. Other important assets.	I. In accordance with the provisions of the International Financial Reporting Standard No. 16 Lease Bulletin, the fifth paragraph is added to expand the scope of the right to use assets and move the current second paragraph land use right to the fifth paragraph. II. Paragraphs 5 to 8 are moved to paragraphs 6 to 9.
IV: Related definitions I. Derivative commodity: a forward contract, option contract, futures contract, leveraged margin contract,	IV: Related definitions I. Derivative goods: refers to forward contracts, option contracts, futures contracts, leveraged guarantee contracts,	I. In accordance with the definition of Financial Instruments No. 9 of the

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			Appendix VII
	Before amendment	Afteramendment	Note
II. III. IV.	exchange contract,a combination of the above-mentioned contracts, or a combined contract or structured commodity of embedded derivative goods.The derivative commodity's value is derived from aspecific interest rate, financial instrument price, commodity price,exchange rate, price or rate index,credit rating, or credit index, or other variables.The so-called forward contract does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term import (sale) contracts. Assets acquired or disposed of by legal merger, division, acquisition or transfer of shares: assets acquired or disposed of by merger, division or acquisition in accordance with the Corporate Mergers Act, the Financial Holding Company Act, the Financial Institutions Consolidation Act or other laws, or newly-issued shares or transferred shares from other companies in accordance with the provisions of Article 156.3 of the Company Law. Related person, subsidiary: refers to the provisions of the financial issuer's financial reporting standards. Professional valuer: refers to the real estate valuer or other legal	exchange contracts, and combined contract of the above commodities whose value is derived from commodities such as assets, interest rates, exchange rates, indices or other interests. The so-called forward contract does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term import (sale) contracts. II. Assets acquired or disposed of by legal merger, division, acquisition or transfer of shares: assets acquired or disposed of by merger, division or acquisition in accordance with the Corporate Mergers Act, the Financial Holding Company Act, the Financial Institutions Consolidation Act or other laws, or newly-issued shares or transferred shares from other companies in accordance with the provisions of Article 156.8” III. Related person, subsidiary: refers to the provisions of the financial issuer's financial reporting standards. IV. Professional valuer: refers to the real estate valuer or other legal person who is engaged in real estate and equipment valuation. V. The date of occurrence: refers to the earlier date of the transaction signing date, payment date, entrusted transaction date, transfer date,	International Financial Reporting Standards, the first paragraph, scope of derivative goods, shall be amended. II. The amendments to the Companies Act issued on August 1, 2018 were implemented on November 1, 2018. In line with the amendments, "Article 156.8” in the second paragraph is amended to "Article 156.3". III. Given that futures dealers, securities investment trusts, securities investment trusts and securities investment advisory businesses operating in self-operated businesses have the expertise of securities investment , they often trade securities based on hedging needs or the use of their own

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			Appendix VII
	Before amendment	Afteramendment	Note
person who is engaged in real estate and equipment valuation. V. The date of occurrence: refers to the earlier date of the transaction signing date, payment date, entrusted transaction date, transfer date, board resolution date or other date on which the transaction object and transaction amount are fully determined. However, for investors who are subject to the approval of the authority, it is the earlier date of the above or the date of approval by the authority. VI. Investment in the mainland: refers to the mainland investment in accordance with the licensing regulations of the Investment Review Committee of the Ministry of Economic Affairs for investment or technical cooperation in the mainland. VII. Stock exchange: domestic stock exchange refers to Taiwan Stock Exchange Co., Ltd.; foreign stock exchange refers to any securities trading market organized and managed by the securities authority of the country. VIII. Stock exchange: domestic stock exchange refers to Taiwan Stock Exchange Co., Ltd.; foreign stock exchange refers to any securities trading market organized and managed by the securities authority of the country. IX. The securities firm's business premises: the domestic securities		board resolution date or other date on which the transaction object and transaction amount are fully determined. However, for investors who are subject to the approval of the authority, it is the earlier date of the above or the date of approval by the authority. VI. Investment in the mainland: refers to the mainland investment in accordance with the licensing regulations of the Investment Review Committee of the Ministry of Economic Affairs for investment or technical cooperation in the mainland.	funds, so they will be included in the scope of investment professionals; and to simplify the regulations, we include the fifth point of the Supplementary Provisions of Taiwanese financial certificate 0920001151 Order of the former Ministry of Finance Securities and Futures Management Committee on March 21, 2003, into the Code, and by taking reference of the scope professional institutional investors in Article 3 of the Regulations on the Administration of Overseas Structured Goods, the seventh paragraph is added, and the scope of investment professionals is clearly defined, the previous

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			Appendix VII
	Before amendment	Afteramendment	Note
	firm's business premises, which refers to the place where the securities dealer's special counters are used for trading according to the securities dealer's business rules for the sale and purchase of securities; the foreign securities firm's business premises refers to business premises of financial institution under the foreign securities authority's management and with licenses of securities business.		edition abolished. IV. In order to clearly define the domestic and international stock exchanges and securities firms' business premises for facilitating the company's compliance with the provisions of Article 5 of the Administrative Measures for Securities Dealers Entrusted to buy and sell foreign securities and Article 2 of the Administrative Measures for the Sale and Purchase of Securities by Securities Dealers' Business Premises, the eighth and ninth paragraphs are added to define the scope of the stock exchanges and securities firms' business premises at home and abroad.

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		Appendix VII
Before amendment	Afteramendment	Note
V: The valuation report acquired by the company or the opinion of an accountant, lawyer or securities underwriter, the professional valuer and its appraisers, accountants, lawyers or securities underwriters shall meet the following requirements: I. Not subject to the declaration of more than one year imprisonment due to violation of this Law, company law, banking law, insurance law, financial holding company law, commercial accounting law, or fraud, breach of trust, encroachment, falsification of documents or business crimes, However, if the execution is completed, the probation period expires or the pardon has been completed for three years, this is not the limit. II. The party to the transaction may not be a related person or a person with a substantive relationship. III. If the company should acquire the valuation reports of two or more professional valuers, different professional valuers or appraisers may not be related to each other or have a substantive relationship. When issuing the valuation report or submission, the personnel of the preceding paragraph shall handle the following matters: I. Before undertaking a case, they should carefully assess their professional ability, practical experience and independence. II. When checking the case, they should appropriately plan and implement operational	V. As for the company's valuation report or the opinion of an accountant, lawyer or securities underwriter, the professional valuer and its appraisers, accountants, lawyers or securities underwriters and the company may not be related.	To clarify the responsibility of external experts, by taking reference of the Article 9 of Regulations Governing the Preparation of Financial Reports by Securities Issuers about relevant assessments, check and declarations of the investment real estate accountants for reasonable opinion on valuation report, the second item is added to specify assessments, check and declarations of relevant experts for issuing valuation report or opinions.

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			Appendix VII
	Before amendment	Afteramendment	Note
III. IV.	procedures to form a conclusion and a report or opinion should be issued accordingly; and record the procedures, data collected and conclusions in detail in the case work paper. For the data sources, parameters and information used, they should evaluate the completeness, correctness and rationality of each item one by one and put them as the basis for the issuance of valuation reports or opinions. The statement matter shall include the professionalism and independence of the relevant personnel, the information used for evaluation being reasonable and correct, and compliance with the relevant laws and regulations.
IX: Assessment and operating procedures of acquiring or disposing of real estate, equipment or its right to use assets. I、 As for the decision procedure of the method of determining the price, the basis of reference and the authorized amount for acquiring or disposing of real estate or equipment, the original user or relevant authority shall choose one by inquiry, price comparison, bargaining or bidding, and shall proceed before the approval of the supervisors at all levels according to the Company’s “Verification & Decision MakingAuthorization		IX: Assessment and operating procedures of acquiring or disposing of real estate equipment or its right to use assets I、 As for the decision procedure of the method of determining the price, the basis of reference and the authorized amount for acquiring or disposing of real estate or equipment, the original user or relevant authority shall choose one by inquiry, price comparison, bargaining or bidding, and shall proceed before the approval of the supervisors at all levels according to the Company’s “Verification & Decision Making Authorization Table”; the acquisitionprice of the real	Amended in accordance with the provisions of the International Financial Reporting Standard No. 16 Lease Bulletin.

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			Appendix VII
	Before amendment	Afteramendment	Note
II、	Table”; the acquisition price of the real estate shall be determined and explained by the asset management unit with reference to the present value of the announcement, the assessed value, the actual transaction price of the adjacent real estate, and the recent transaction price of similar assets. Entrust experts to issue a valuation report. As for acquiring or disposing of real estate,equipmentor its right to use assets, except for transactions with domesticgovernment agencies, construction of local land, construction of land leases, or acquisition or disposal of equipment for business useor its right to use as sets,if the transaction amount reaches 20% of the contributed capital of the Company or NT$300 million or more, the valuation report issued by the professional valuer shall be acquired before the factual date and meet the following requirements: (I) For special reasons, when the price is limited or the specific price is used as the reference basis for the transaction price, the transaction shall be approved by the board of directors first,and it is the	estate shall be determined and explained by the asset management unit with reference to the present value of the announcement, the assessed value, the actual transaction price of the adjacent real estate, and the recent transaction price of similar assets. II. Entrust experts to issue a valuation report Acquiring or disposing of real estate or equipment, except for transactions with government agencies, construction of local governments, construction of land leases, or acquisition or disposal of equipment for business use, the transaction amount reaches 20% of the company's paid-in capital or NTD 300 million, the valuation report issued by the professional valuer shall be acquired before the date of the fact and meet the following requirements: (I) For special reasons, if the price is limited or the specific price is used as the reference basis for the transaction price, the transaction shall be approved by the board of directors first, and the future transaction conditionsshall be changed according to the above procedure. (II) If the transaction amount reaches NT$1

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		Appendix VII
Before amendment	Afteramendment	Note
samecaseif the transaction conditions shallbe changed. (II) If the transaction amount reaches NT$1 billion or more, more than two professional valuers should be invited to make an estimate. (III) The valuation result of the professional valuer has one of the following conditions, except for the valuation result of the acquired assets is higher than the transaction amount, or the valuation result of the disposal of the assets is lower than the transaction amount, the accountant should be invited to handle and expresses specific opinions on the reasons for the differences and the validity of the transaction prices in accordance with Regulation No. 20 of the Auditing Standards issued by the Republic of China Accounting Research and Development Foundation: 1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount. 2. The difference in valuation results between two or more	billion or more, more than two professional valuers should be invited to make an estimate. (III) The valuation result of the professional valuer has one of the following conditions, except for the valuation result of the acquired assets is higher than the transaction amount, or the valuation result of the disposal of the assets is lower than the transaction amount, the accountant should be invited to handle and expresses specific opinions on the reasons for the differences and the validity of the transaction prices in accordance with Regulation No. 20 of the Auditing Standards issued by the Republic of China Accounting Research and Development Foundation: 1. The difference between the valuation result and the transaction amount is more than 20% of the transaction amount. 2. The difference in valuation results between two or more

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		Appendix VII
Before amendment	Afteramendment	Note
professional valuers is more than 10% of the transaction amount. (IV) For professional valuers, the date of issuance of the report and the date of establishment of the contract may not exceed three months. However, if the current value of the same period announcement is applied and it has not exceeded six months, the original professional valuer may issue a written opinion. Those who acquire or dispose of the assets through the court auction process can replace the valuation report with the certificate issued by the court. III、 Executive unit For the Company's acquisitionanddisposal of real estate, equipment orits right-of-use assetsand other fixed assets, the executive unit is the using department and related units. IV、 Transaction procedure The company's transaction procedures for acquiring or disposing of real estate, equipment orits right to use assetsand other fixed assets shall be handled in accordance with the relevant regulations of the company's internal control system	professional valuers is more than 10% of the transaction amount. (IV) For professional valuers, the date of issuance of the report and the date of establishment of the contract may not exceed three months. However, if the current value of the same period announcement is applied and it has not exceeded six months, the original professional valuer may issue a written opinion. Those who acquire or dispose of the assets through the court auction process can replace the valuation report with the certificate issued by the court. III. Executive unit For the Company's acquisition and disposal of real estate and other fixed assets, the executive unit is the using department and related units. IV. Transaction Procedure The company's transaction procedures for acquiring or disposing of real estate and other fixed assets shall be handled in accordance with the relevant regulations of the company's internal control system property management measures.

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		Appendix VII
Before amendment	Afteramendment	Note
property management measures.
X: Evaluating and operating procedures for related party transactions In case of the Company and its related parties acquiring or disposing of assets, except for handling relevant resolution procedures and assessing the reasonableness of trading conditions, etc. in accordance with the provisions of the preceding article and the following provisions, if the transaction amount reaches more than 10% of the company's total assets, based on the previous section, the valuation report issued by the professional valuer or accountant's opinion shall be acquired. In addition, when judging whether the transaction object is a related person, in addition to paying attention to its legal form, the substantive relationship should also be considered. I. In acquiring or disposing of other assets in addition to the real estateor its right-of-use assetsfrom or with the related party, and the transaction amount reaches 20% of the company's paid-up capital, and 10% of the total assets or above NT$300 million, except for buying or sellingdomestic bonds and bonds with buying or selling conditions, subscribing or buying back the monetary market funds issued by the domestic securities investment trust business,the	X: Evaluating and operating procedures for related party transactions In case of the Company and its related parties acquiring or disposing of assets, except for handling relevant resolution procedures and assessing the reasonableness of trading conditions, etc. in accordance with the provisions of the preceding article and the following provisions, if the transaction amount reaches more than 10% of the company's total assets, based on the previous section, the valuation report issued by the professional valuer or accountant's opinion shall be acquired. In addition, when judging whether the transaction object is a related person, in addition to paying attention to its legal form, the substantive relationship should also be considered. I. In acquiring or disposing of real estate from the related party, or acquiring or disposing of other assets other than real estate with the related party, and the transaction amount reaches 20% of the company's paid-up capital, and 10% of the total assets or above NT$300 million, except for buying or selling public bonds and bonds with buying or selling conditions, subscribing or buying back the monetary market funds issued bythe domestic securities	Amended in accordance with the provisions of the International Financial Reporting Standard No. 16 Lease Bulletin.

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		Appendix VII
Before amendment	Afteramendment	Note
following information shall be submitted to the board of directors for approval and the audit committee for confirmation before signing the transaction contract and payment: (I) The purpose, necessity and expected benefits of acquiring or disposing of assets. (II) The reason why the selected person is the transaction object. (III) In acquiring real estateor its right to use assetsfrom related parties, it is necessary to assess the reasonableness of the predetermined trading conditions in accordance with the provisions of paragraphs 2 and 3 of the first item of this Article. (IV) The date and price of the related party, the transaction object and its relationship with the company and its related party. (V) Forecast of the cash receipts and payments for each month in the coming year starting from the contract month, and assess the necessity of the transaction and the rationality of the use of funds. (VI) Valuation report issued by a professional valuer, or an accountant's opinion.	investment trust business, the following information shall be submitted to the board of directors for approval and the audit committee for confirmation before signing the transaction contract and payment: (I) The purpose, necessity and expected benefits of acquiring or disposing of assets. (II) The reason why the selected person is the transaction object. (III) In acquiring real estateor its right to use assets from related parties, it is necessary to assess the reasonableness of the predetermined trading conditions in accordance with the provisions of paragraphs 2 and 3 of the first item of this Article. (IV) The date and price of the related party, the transaction object and its relationship with the company and its related party. (V) Forecast of the cash receipts and payments for each month in the coming year starting from the contract month, and assess the necessity of the transaction and the

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				Appendix VII
Before amendment			Afteramendment	Note
(VII) The restrictions and other important matters of this transaction. The Company engages in the following transactions with its parent company, its subsidiaries or its subsidiaries whose issued shares or total capital are directly or indirectly 100% held by the parent company: the board of directors may authorize the chairman to make a decision with the limit amount of NT$10 million and then report it to the earliest board meeting for ratification. (I) Acquire or dispose of equipment for business use or its right to use assets. (II) Acquire or dispose of the real estate use right assets for business use. II. Evaluation of rationality of transaction costs (I) To acquire real estateor its right to use assetsfrom related parties, the reasonableness of transaction costs should be assessed as follows: 1. The transaction price of the related person plus the necessary capital interest and the cost that the buyer should bear according to law. The so-called necessary capital interest cost is calculated based on the	rationality of the use of funds. (VI) Valuation report issued by a professional valuer, or an accountant's opinion. (VII) The restrictions and other important matters of this transaction. If the Company acquire or dispose of equipment for business use with its parent company or its subsidiaries, the board of directors may authorize the chairman to make a decision with the limit amount of NT$10 million and then report it to the earliest board meeting for ratification. II. Evaluation of rationality of transaction costs (I) To acquire real estate from the related party, the reasonableness of the transaction cost should be assessed as follows: 1. The transaction price of the related person plus the necessary capital interest and the cost that the buyer should bear according to law. The so-called necessary capital interest cost is calculated based on the weighted average interest rate of the	If

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		Appendix VII
Before amendment	Afteramendment	Note
weighted average interest rate of the borrowings of the Company for in the year of acquiring the asset, but it shall not be higher than the non-financial industry maximum borrowing rate announced by the Ministry of Finance. 2. If the related person has used the subject matter to set a mortgage loan to the financial institution, the financial institution shall estimate the total value of the loan of the subject matter, but the cumulative value of the actual loan by the financial institution to the subject matter shall reach the 70% of total value of the loan evaluation and the loan period have been more than one year. However, if financial institutions and one party to the transaction are related to each other, it does not apply. (II) In combined buying or leasingland and houses of the same subject matter, the transaction costs shall be assessed for the land and houses respectivelyin	borrowings of the Company for in the year of acquiring the asset, but it shall not be higher than the non-financial industry maximum borrowing rate announced by the Ministry of Finance. 2. If the related person has used the subject matter to set a mortgage loan to the financial institution, the financial institution shall estimate the total value of the loan of the subject matter, but the cumulative value of the actual loan by the financial institution to the subject matter shall reach the 70% of total value of the loan evaluation and the loan period have been more than one year. However, if financial institutions and one party to the transaction are related to each other, it does not apply. (II) In combined buying land and houses of the same subject matter, the transaction costs shall be assessed for the land and houses respectively in accordance with any of the methods listed in (I). (III) To acquire real estate from

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			Appendix VII
Before amendment		Afteramendment	Note
(III) (IV)	accordance with any of the methods listed in (I). To acquire real estate or its right to use assets from related parties, the cost of real estateor its right to use assetsshall be assessed in accordance with (I) and (II), and the accountant shall be consulted to review and express specific opinions. In case of acquiring real estateor its right to use assetsfrom a related party, if it belongs to one of the following conditions, it shall be handled in accordance with the provisions of paragraph 1 of this Article instead of provisions of (I) to (III) above. 1. The related party acquires the real estateor its right to use assetsdue to inheritance or gift. 2. The time for the related party to contract to acquire the real estateor its right to use assets has been more than five years since the date of the transaction. 3. Acquire real estate by signing a contract	related parties, the cost of real estate shall be assessed in accordance with (I) and (II), and the accountant shall be consulted to review and express specific opinions. (IV) In case of acquiring real estate from a related party, if it belongs to one of the following conditions, it shall be handled in accordance with the provisions of first item of this Article instead of provisions of (I) to (III) above. 1. The related party acquires the real estate due to inheritance or gift. 2. The time for the related party to contract to acquire the real estate has been more than five years since the date of the transaction. 3. Acquire real estate by signing a contract for co-construction with the related party, or entrusting the related party for construction in the form of entrusted construction in own land or leased land. III. If the evaluation results are lower than the transaction price in accordance with the provisions of paragraphs (I) and (II) above, it shall be handled in accordance with the provisions of paragraph 4 of the first item of this Article. However, due to the following circumstances andwith the

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			Appendix VII
Before	amendment	Afteramendment	Note
for co-construction with the related party, or entrusting the related party for construction in the form of entrusted construction in own land or leased land. 4.The Company, with its parent company, its subsidiaries or its subsidiaries whose issued shares or total capital are directly or indirectly 100% held by the parent company, acquire real estate right to use for business use. III. If the evaluation results are lower than the transaction price in accordance with the provisions of paragraphs (I) and (II) above, it shall be handled in accordance with the provisions of paragraph 4 of the first item of this Article. However, due to the following circumstances and with the objective evidence as well as the specific reasonable opinions of the real estate valuers and accountants, this is not the case: (I) If the related party acquires plain land or a leased land for new construction, one of the following conditions must be proved: 1. The plain land is evaluated according to the method specified in the		objective evidence as well as the specific reasonable opinions of the real estate valuers and accountants, this is not the case: (I) If the related party acquires plain land or a leased land for new construction, one of the following conditions must be proved: 1. The plain land is evaluated according to the method specified in the second paragraph, while the housing is calculated according to the construction cost of plus the reasonable construction profit of the related party and the total number exceeds the actual transaction price. The so-called reasonable construction profit shall be the lower between the average operating gross profit margin of the related party construction department in the last three years and the latest construction industry gross profit margin announced by the Ministry of

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		Appendix VII
Before amendment	Afteramendment	Note
second paragraph, while the housing is calculated according to the construction cost of plus the reasonable construction profit of the related party and the total number exceeds the actual transaction price. The so-called reasonable construction profit shall be the lower between the average operating gross profit margin of the related party construction department in the last three years and the latest construction industry gross profit margin announced by the Ministry of Finance. 2. For othertransaction cases with non-related party within one year of on other floors in the same subject site or adjacent areas, and with similar area, the trading conditions are evaluated to be equivalent to the reasonable floor or	Finance. 2. For other transaction cases with non-related party within one year of on other floors in the same subject site or adjacent areas, and with similar area, the trading conditions are evaluated to be equivalent to the reasonable floor or regional spreads as determined by real estate trading practices. (II) For the real estate bought from related parties, the trading conditions are equivalent to other transaction cases with non-related party in the adjacent area within one year with similar area. The transaction case in the adjacent area is based on the same or adjacent street and the distance from the transaction target is less than 500 meters or its present value is similar. Similar area means that in other transaction cases with non-related parties, the area is not less than 50% of the area of the subject matter of the transaction; within one year means that over the

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					Appendix VII
	Before	amendment		Afteramendment	Note
IV.	regional spreads as determined by real estate trading or leasingpractices. (II) For the real estate bought from or real estate use right assets leased from related parties, the tradingconditions are equivalent to other transaction cases with non-related party in the adjacent area within one year with similar area. The transaction case in the adjacent area is based on the same or adjacent street and the distance from the transaction target is less than 500 meters or its present value is similar. Similar area means that in other transaction cases with non-related parties, the area is not less than 50% of the area of the subject matter of the transaction; within one year means that over the past one year since the date of the acquisition of the real estate or the right to use the assets. If the real estateor its right to use assets are acquired from the related parties, and the evaluation results are lower than the transaction price according to the provisions of paragraphs 2 and 3, the following matters shall be handled: (I) The special purpose surplus reserve shall be		past one year since the date of the acquisition of the real estate. IV. If the real estate is acquired from the related parties, and the evaluation results are lower than the transaction price according to the provisions of paragraphs 2 and 3, the following matters shall be handled: (I) The special purpose surplus reserve shall be accrued in accordance with the Article 41.1 of the Securities Exchange Law for the difference between the transaction price of the real estate or its right to use assets and the evaluated cost, and the difference amount shall not be assigned or transferred to capital increase or share allotment. If the investor who evaluates the Company's investment using the equity method is a public-listed company, the Company should accrue special purpose surplus reserve of the amount to be accrued by shareholding ratio in accordance with the provisions of Article 41.1 of the Securities Exchange Act. (II) The Audit Committee shall handle the matter

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		Appendix VII
Before amendment	Afteramendment	Note
accrued in accordance with the Article 41.1 of the Securities Exchange Law for the difference between the transaction price of the real estate or its right to use assets and the evaluated cost, and the difference amount shall not be assigned or transferred to capital increase or share allotment. If the investor who evaluates the Company's investment using the equity method is a public-listed company, the Company should accrue special purpose surplus reserve of the amount to be accrued by shareholding ratio in accordance with the provisions of Article 41.1 of the Securities Exchange Act. (II) The Audit Committee shall handle the matter in accordance with Article 218 of the Company Law. (III) The handling of (I) and (II) shall be reported to the shareholders' meeting and the details of the transaction shall be disclosed in the annual report and the public statements. If a special surplus reserve is proposed in accordance with	in accordance with Article 218 of the Company Law. (III) The handling of (I) and (II) shall be reported to the shareholders' meeting and the details of the transaction shall be disclosed in the annual report and the public statements. If a special surplus reserve is proposed in accordance with the foregoing provisions, the assets purchased at a high price shall be recognized as an impairment loss or disposition or proper compensation or reinstatement, or other evidence showing no unreasonable matter, the special purpose surplus reserve will be used after the approval of the Financial supervision committee. V. When the Company acquires the real estate from the related parties, if there is any other evidence that the transaction has irregular business practices, it shall also be handled in accordance with the provisions of the fourth paragraph.

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				Appendix VII
		Before amendment	Afteramendment	Note
V.	the foregoing provisions, the assets purchased or leased at a high price shall be recognized as a impairment loss or disposition or termination of the lease or proper compensation or reinstatement, or other evidence showing no unreasonable matter, the special purpose surplus reserve will be used after the approval of the Financial supervision committee. When the Company acquires the real estateor its right-to-use assets from the related parties, if there is any other evidence that the transaction has irregular business practices, it shall also be handled in accordance with the provisions of the fourth paragraph.
XI: Assessment and operating procedures of acquiring or disposing of membership card and intangible assetsor its right to use assets. I. method of determining the price, the basis of reference In acquiring or disposing of membership card and intangible assets or its right to use asset, consideration should be given to the future benefits and market fair value of the asset, and if necessary, with reference to expert opinions, negotiate with the counterparty of the transaction. II. Entrust experts to express			XI: Assessment and operating procedures of acquiring or disposing of membership card and intangible assets I. Method of determining the price, the basis of reference In acquiring or disposing of membership card and intangible assets, consideration should be given to the future benefits and market fair value of the asset, and if necessary, with reference to expert opinions, negotiate with the counterparty of the transaction. II. Entrust experts to express opinions	Amended in accordance with the provisions of the International Financial Reporting Standard No. 16 Lease Bulletin.

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		Appendix VII
Before amendment	Afteramendment	Note
opinions (I) In acquiring or disposing of membership card, if the transaction amount reaches 20% of the company's paid-in capital or NT$10 million or more, the experts should be consulted for price assessment report before the factual date. (II) In acquiring or disposing of intangible assetsor its right-to-use assets,if the transaction amount reaches 20% of the company's paid-in capital or NT$ 300 million or more, the experts should be consulted for price assessment report before the factual date. (III) In acquiring or disposing of membership card and intangible assetsor its right to use assets, if the transaction amount reaches 20% of the company's paid-in capital or NT$ 300 million or more, except for transactions with domestic government agencies, the accountant should be invited to expresses specific opinions on the reasonableness of the transaction prices and handle in accordance with Regulation No. 20 of the AuditingStandards issued	(I) In acquiring or disposing of membership card, if the transaction amount reaches 20% of the company's paid-in capital or NT$10 million or more, the experts should be consulted for price assessment report before the factual date. (II) In acquiring or disposing of intangible assets, if the transaction amount reaches 20% of the company's paid-in capital or NT$ 300 million or more, the experts should be consulted for price assessment report before the factual date. (III) In acquiring or disposing of membership card and intangible assets, if the transaction amount reaches 20% of the company's paid-in capital or NT$ 300 million or more, except for transactions with government agencies, the accountant should be invited to expresses specific opinions on the reasonableness of the transaction prices and handle in accordance with Regulation No. 20 of the Auditing Standards issued by the Republic of China Accounting Research and Development Foundation. III. Authorization quota and level (I) In acquiring or disposing of membershipcard,it shall

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			Appendix VII
	Before amendment	Afteramendment	Note
III. IV. V.	by the Republic of China Accounting Research and Development Foundation. Authorization quota and level (I) In acquiring or disposing of membership card, it shall proceed before the approval of the supervisors at all levels according to the Company’s “Verification & Decision Making Authorization Table”. (II) In acquiring or disposing of intangible assetsor its right-to-use assets,it shall proceed before the approval of the supervisors at all levels according to the Company’s “Verification & Decision Making Authorization Table”. Executive unit In acquiring or disposing of membership card and intangible assetsor its right to use assets,the executive units are the finance department, management department and related units. Transaction procedure The company's transaction procedures for acquiring or disposing of membership card and intangible assetsor its right to use assets shall be handled in accordance with the relevant regulations of the company's internal control system property management measures.	proceed before the approval of the supervisors at all levels according to the Company’s “Verification & Decision Making Authorization Table”. (II) In acquiring or disposing of intangible assets, it shall proceed before the approval of the supervisors at all levels according to the Company’s “Verification & Decision Making Authorization Table”. IV. Executive unit In acquiring or disposing of membership card and intangible assets, the executive units are the finance department, management department and related units. V. Transaction procedure The company's transaction procedures for acquiring or disposing of membership card and intangible assets shall be handled in accordance with the relevant regulations of the company's internal control system property management measures.

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		Appendix VII
Before amendment	Afteramendment	Note
XV: Announcement procedure I. When the company acquires or disposes of assets, if any of the following circumstances occurs, the relevant information shall be announced on the designated website of Financial supervision committee in accordance with the nature and the prescribed format within two days from the date of the fact: (I) Acquiring or disposing of the real estateor its right-of-use assets from the related party, or acquiring or disposing of other assets other than the real estate or its right-of-use assets, and the transaction amount reaches 20% of the company's paid-up capital, and 10% of the total assets or NT$300 million or more. However, the trading of domesticbonds, bonds with buy back, sale back conditions, purchase or purchase of money market funds issued by domestic securities investment trusts are not limited. (II) Mergers, divisions, acquisitions or share transfers. (III) The loss of derivative commodity transactions is up to the maximum amount of all or individual contract losses specified in the prescribed processing procedures. (IV) Acquiringor disposingof	XV: Announcement procedure I. When the company acquires or disposes of assets, if any of the following circumstances occurs, the relevant information shall be announced on the designated website of Financial supervision committee in accordance with the nature and the prescribed format within two days from the date of the fact: (I) In acquiring or disposing of real estate from the related party, or acquiring or disposing of other assets other than real estate, and the transaction amount reaches 20% of the company's paid-in capital, 10% of the total assets or above NT$300 million. However, the trading of public bonds, bonds with buying and selling back conditions, subscribing or buying back monetary market funds issued by domestic securities investment trusts are not limited. (II) Mergers, divisions, acquisitions or share transfers. (III) The loss of derivative commodity transactions is up to the maximum amount of all or individual contract	Amended in accordance with the provisions of the International Financial Reporting Standard No. 16 Lease Bulletin.

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				Appendix VII
	Before amendment		Afteramendment	Note
(V) (VI)	equipment for business use or its right to use assets, and the transaction party is not a related party, the transaction amount is up to one of the following provisions: 1. The publicly-listed company with a paid-in capital of less than NT$10 billion, the transaction amount NT$500 million or more. 2. The publicly-listed company with a paid-in capital of less than NT$10 billion, the transaction amount NT$ 1 billion or more. The publicly -listed company that operates the construction business acquires or disposes of the real estateor its right-to-use assetsfor construction use, and its trading party is not related party, and the transaction amount is NT$500 million or more; the paid-up capital amount is NT$10 billion or more, the real estate that was built and completed by itself is disposed of, and the transaction party is not a related party, the transaction amount is NT$1 billion or more. The real estate is acquired in the form of entrusted construction on its own land, entrusted construction on leased land, joint construction for housing separation, joint construction	losses specified in the prescribedprocessing procedures. (IV) Acquiring or disposing of assets typefor business use, and the transaction party is not a related party, the transaction amount is up to one of the following provisions: 1. The publicly-listed company with a paid-in capital of less than NT$10 billion, the transaction amount NT$500 million or more. 2. The publicly-listed company with a paid-in capital of less than NT$10 billion, the transaction amount NT$ 1 billion or more. (V) The publicly-listed company that operates the construction business acquires or disposes of the real estate for construction use, and its trading party is not related party, and the transaction amount is NT$500 million or more. (VI) The real estate is acquired in the form of entrusted construction on its own land, entrusted construction on leased land, joint construction for housing separation, joint construction for sharing income, joint construction for separate sales, and the company expects to invest NT$500 million or more

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			Appendix VII
	Before amendment	Afteramendment	Note
(VII)	for sharing income, joint construction for separate sales, andthe transaction party is a related party, and the company expects to invest NT$500 million or more transaction amount. In addition to asset transactions before (I) to (VI), financial institutions disposing of creditor's rights or investing in mainland China, the transaction amount is 20% of the company's paid-in capital or above NT$300 million. However, the following situations are not limited to this: 1. Buying and selling domestic bonds. 2. Investment professionals trade in securities on the stock exchange or securities firm's business premises, or subscribe, raise and issue ordinary corporate bonds and non-equity-involved general financial bonds (excluding subordinated bonds) in the primary market, or subscribe or buy back securities investment trust fund or futures trust fund, or due to a securities firm's need of underwriting business, serve as a tutor in emerging companies and recommend a securities	transaction amount. (VII) In addition to asset transactions before (I) to (VI), financial institutions disposing of creditor's rights or investing in mainland China, the transaction amount is 20% of the company's paid-in capital or above NT$300 million. However, the following situations are not limited to this: 1. Buying and selling public debts. 2. Investment professionals trade in securities on the stock exchange or securities firm's business premisesat home and abroad,or subscribe, raise and issue ordinary corporate bonds and non-equity-involved general financial bonds in the domestic primary market, or due to a securities firm's need of underwriting business, serve as a tutor in emerging companies and recommend a securities firm to subscribe securities in accordance with regulations of Taipei Exchange. 3. The trading of bonds with buying and selling back conditions, subscribing or buying back monetary market funds issued by

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		Appendix VII
Before amendment	Afteramendment	Note
firm to subscribe securities in accordance with regulations of Taipei Exchange. 3. The trading of bonds with buying and selling back conditions, subscribing or buying back monetary market funds issued by domestic securities investment trusts. The afore-mentioned transaction amount is calculated in the following manner: (1) The amount of each transaction. (2) The amount of transactions of acquiring or disposing of the subject matter of the same nature by the same counterpart within one year. (3) The amount of acquiring or disposing of (separate accumulation for acquiring and disposing of) real estate orits right-to-use assetsof the same development plan within one year. (4) The amount of acquiring or disposing of (separate accumulation for acquiring and disposing of) the same securities within one year. Within one year means that over the past one year since the date of the transaction fact, except for the part that has been announced in	domestic securities investment trusts. The afore-mentioned transaction amount is calculated in the following manner: (1) The amount of each transaction. (2) The amount of transactions of acquiring or disposing of the subject matter of the same nature by the same counterpart within one year. (3) The amount of acquiring or disposing of (separate accumulation for acquiring and disposing of) real estate of the same development plan within one year. (4) The amount of acquiring or disposing of (separate accumulation for acquiring and disposing of) the same securities within one year. Within one year means that over the past one year since the date of the transaction fact, except for the part that has been announced in accordance with regulations. II. The Company shall, before the tenth day on a monthly basis, enter into the information reporting website designated by the Financial supervision committee, with the prescribed format, the transaction of derivative commodities of the Company and its subsidiaries by the end of the previous month. III. If there are any errors or omissions in the events during

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		Appendix VII
Before amendment	Afteramendment	Note
accordance with regulations. II. The Company shall, before the tenth day on a monthly basis, enter into the information reporting website designated by the Financial supervision committee, with the prescribed format, the transaction of derivative commodities of the Company and its subsidiaries by the end of the previous month. III. If there are any errors or omissions in the events during the announcement that should be announced by the Company in accordance with the regulations, and the company shall make corrections, the Company shall announce again all events within two days from the date of notification. IV. Where the company acquires or disposes of assets, it shall place the relevant contract, the proceedings, the record book, the valuation report, opinions of the accountant, the lawyer or the securities underwriter in the company, and save them for at least five years, unless otherwise stipulated by other laws. V. After the Company announces the transaction in accordance with the preceding regulations, if one of the following circumstances occurs, the Company shall report the relevant information on the designated website of the	the announcement that should be announced by the Company in accordance with the regulations, and the company shall make corrections, the Company shall announce again all events within two days from the date of notification. IV. Where the company acquires or disposes of assets, it shall place the relevant contract, the proceedings, the record book, the valuation report, opinions of the accountant, the lawyer or the securities underwriter inthe Company, and save them for at least five years, unless otherwise stipulated by other laws. V. After the Company announces the transaction in accordance with the preceding regulations, if one of the following circumstances occurs, the Company shall report the relevant information on the designated website of the Financial supervision committee within two days from the date of the fact. (I) The relevant contract signed by the original transaction has been changed, terminated or canceled. (II) Mergers, splits, acquisitions or share transfers are not completed on the contractual schedule. (III)The original

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		Appendix VII
Before amendment	Afteramendment	Note
Financial supervision committee within two days from the date of the fact. (I) The relevant contract signed by the original transaction has been changed, terminated or canceled. (II) Mergers, splits, acquisitions or share transfers are not completed on the contractual schedule. (III) The original announcement has changed. VI. The subsidiaries of the Company are not domestic public-listed companies, so for acquiring or disposing of assets up to the announcement standards in this Article, the announcement shall be made by the Company. As for relevant provisions on the paid-in capital or total assets applicable to the announcement standard, the company's paid-in capital or total assets shall prevail. VII. The provision of 10% of the total assets in this processing procedure is calculated based on the total assets amount in the most recent individual financial report in accordance with the securities issuer's financial reporting preparation rules. VIII. If the company's shares are not denominated or the	announcement has changed. VI. The subsidiaries of the Company are not domestic public-listed companies, so for acquiring or disposing of assets up to the announcement standards in this Article, the announcement shall be made by the Company. As for relevant provisions on20% of the paid-in capital or10%of total assets applicable to the announcement standard, the company's paid-in capital or total assets shall prevail. VII. The provision of 10% of the total assets in this processing procedure is calculated based on the total assets amount in the most recent individual financial report in accordance with the securities issuer's financial reporting preparation rules. VIII. If the company's shares are not denominated or the denomination is not NT$10, the transaction amount of 20% of the paid-up capital in this processing procedure is calculated at 10% of the equity of the owners of the company.

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		Appendix VII
Before amendment	Afteramendment	Note
denomination is not NT$10, the transaction amount of 20% of the paid-up capital in this processing procedure is calculated at 10% of the equity of the owners of the company.
This processing procedure is prepared on May 31, 2013 First amendment date, June 26, 2014 Second amendment date, September 7, 2015 Third amendment date, June 22, 2017 Fourth amendment date, December 23, 2018	This processing procedure is prepared on May 31, 2013 First amendment date, June 26, 2014 Second amendment date, September 7, 2015 Third amendment date, June 22, 2017	Add amendment date.

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JOURDENESS GROUP LIMITED

Amendment of “Procedure of lending capital to others” Before and After amendment

Before amendment	After amendment	Note
Procedure of lendingcapital to others
V. Procedure (I) The Company's capital loans are limited to the following: 1. Companies having business dealings with the Company. 2. Companies necessary for short-term financing with confirmation of the board of directors.The financing amount shall not exceed 40% of the net value of the Company. 3. The short term referred to in the preceding paragraph refers to one year. However, if the Company's business period is longer than one year, the business period shall prevail. 4. V (I) 2. The so-called financing amount refers to the accumulated balance of the Company's short-term financing. 5. As for capital loan among foreign companies that the Company directly and indirectly holds 100% of the voting shares, or foreign companies that the Company directly and indirectly holds 100% of the voting shares make capital loan to the Company, V (I) 2. does not apply. 6. If the person in charge of the Company violates the V (I) 1.	V. Procedure (I) The Company's capital loans are limited to the following: 1. Companies having business dealings with the Company. 2. Companies necessary for short-term financing with confirmation of the board of directors.	1. According to the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies, add V (I) 2~5. texts. 2. The Financial Supervisory Commission (hereinafter referred to as FSC) originally considered the loan among foreign companies that the public-listed company directly and indirectly holds 100% of the voting shares is similar to capital use among departments, and foreign companies are not subject to the Article 15 of the Company Act, so capital loan among foreign companies with the same shareholding control relationship and

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	Before amendment	Afteramendment	Note
	and 2. the person and the borrower shall be responsible for the return of the loan; if the Company suffers damages, they shall also be liable for damages.		that the Company holds 100% of the voting shares is not subject to the V (I) 2. With reference to external suggestions, in order to increase the flexibility of internal capital dispatching of group enterprises, and given that for foreign companies Article 15 of the Company Act does not apply, so revise V (I) 5. Then capital loan among foreign companies that the Company directly and indirectly holds 100% of the voting shares is not subject to 40% of the net value and one-year period. To appropriately manage risks and avoid public-listed companies engaging in large-amount loan to incur damage to shareholder interest, short-term financingof

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Before amendment	Afteramendment	Note
		public-listed companies to companies that the public-listed companies directly and indirectly holds 100% of the voting shares is still subject to V (I) 2. 3. With reference to the provisions of Article 15-2 of the Company Act, add V (I) 6.: when the Company is engaged in capital loan that exceeds the limits stipulated in the article, the person in charge of the Company shall be jointly responsible for the return and damages.
V. Procedure (III) Limits of total capital loan and capital loan to specific individuals 1.Total capital loan: The total amount of the Company's capital loans to others is limited to 60% of the company's net value, of which: (1) For companies having business dealings with the Company, limited to 20% of the company's net value. (2) For companies necessary for short-term financing, limited to 40% of the company's net value. 2.Limits of capital loan to specific	V. Procedure (III) Limits of total capital loan and capital loan to specific individuals 1. The total amount of the Company's capital loans to others shall not exceed 40% of the Company's net value. 2. For companies having business dealings with the Company, the capital loan of the Company to an individual company shall not exceed the higher amount between 30% of the amount of business transactions between	Adjust the capital loan limit according to the actual operation needs.

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		Before amendment		Afteramendment	Note
	individuals: (1) For companies having business dealings with the Company, not more than 30% of the amount of business transactions between the two parties in the most recent year or 100% of the amount of business transactions in the last three months. The so-called business transaction amount refers to the higher amount between the actual purchase and the actual sale, and does not exceed 10% of the Company's net value. (2) For companies necessary for short-term financing, limited to 40% of the Company's net value. 3 .For capital loan among foreign companies that the Company directly and indirectly holds 100% of the voting shares, or foreign companies that the Company directly and indirectly holds 100% of the voting shares make capital loan to the Company, the total amount is limited to 50% of the Company’s net value; the amount to specific individuals is limited to 50% of the Company’s net value and 100% of the enterprise that receives the loan. The Loan period shall not exceed two years. 4. The "net value" referred to in the preceding paragraph shall be as set out in the most recent financial statements audited or verified by anaccountant.		3. 4.	the two parties in the most recent year and 100% of the amount of business transactions in the last three months, and shall not exceed 10% of the Company’s net value; the total capital loan of the Company to an individual company shall not exceed 20% of the Company’s net value. The capital loan within the group to a single enterprise shall not exceed 10% of the Company’s net value, and the total capital loan within the group shall not exceed 40% of the Company’s net value for no more than two years. The "net value" referred to in the preceding paragraph shall be as set out in the most recent financial statements audited or verified by an accountant.
V. Procedure (IV) Loan period As for the term of the Company's loans, for the			V. Procedure (IV) Loan period As for the term of the		Adjust the capital loan period according to the actual operation

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	Before amendment	Afteramendment	Note
	company having business dealings with the Company, it is within one year (including one year) in principle. If the situation is special with the approval of the board of directors, it is necessary to extend the loan period according to the actual situation. For companies necessary for short-term financing with confirmation of the board of directors, the period cannot exceed one year or one operation cycle (the longer period prevail). For capital loan among foreign companies that the Company directly and indirectly holds 100% of the voting shares, or foreign companies that the Company directly and indirectly holds 100% of the voting shares make capital loan to the Company, the period shall not exceed two years.	Company's loans, for the company having business dealings with the Company, it is within one year (including one year) in principle. If the situation is special with the approval of the board of directors, it is necessary to extend the loan period according to the actual situation. For companies necessary for short-term financing with confirmation of the board of directors, the period cannot exceed one year or one operation cycle (the longer period prevail).	needs.
V. Procedure (VI)Decision-making hierarchy When the company intends to lend capital to others, it must be resolved by the resolution of the board of directors, and no other person may be authorized to decide. The loan between the Company and its parent company or its subsidiaries, or among its subsidiaries, shall, in accordance with the above-mentioned provisions, be subject to the resolutions of the Board of Directors, and may authorize the Chairman to allocate the loan in several phrases or revolve the loan to the same company within a certain amount and within one		V. Procedure (VI)Decision-making hierarchy When the company intends to lend capital to others, it must be resolved by the resolution of the board of directors, and no other person may be authorized to decide. The loan between the Company and its parent company or its subsidiaries, or among its subsidiaries, shall, in accordance with the above-mentioned provisions, be subject to the resolutions of the Board of Directors, and may authorize the Chairman to allocate the loan in several phrases or revolve the loan to the same company within a certain amount and within one	With reference to Article 14-3 of the Securities and Exchange Act, Item 4 text is adjusted as appropriate.

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		Before amendment		Afteramendment	Note
	year in accordance with the resolutions of the Board of Directors. The certain amount mentioned above shall be in accordance with the V (III) Limits of total capital loan and capital loan to specific individuals, and the loan of the Company or its subsidiaries to a single enterprise shall not exceed 10% of the Company's net value in the most recent financial statements. If independent directors have been set up, in terms of lending capital to others, their opinions shall be fully considered.If the independent directors have objections or reservations, they should be stated in the proceedings of the board of directors.			year in accordance with the resolutions of the Board of Directors. The certain amount mentioned above shall be in accordance with the V (III) Limits of total capital loan and capital loan to specific individuals, and the loan of the Company or its subsidiaries to a single enterprise shall not exceed 10% of the Company's net value in the most recent financial statements. But the capital loan among foreign companies that the Company directly and indirectly holds 100% of the voting shares shall not exceed the net value in the most recent financial statements. If independent directors have been set up, in terms of lending capital to others, their opinions shall be fully considered and their clear opinions of their consent or objection, and reasons of objection are included in the records of the board of directors.
V. Procedure (VII) Capital loan processing and review procedure 1. review procedure and loan approval 1.1 Credit investigation For all companies that apply for loans, the credit investigation should be handled in detail. The principles are as follows: (1) For the borrower for the first time, the borrower shall issue a copy of the company's relevant license			V. Procedure (VII) Capital loan processing and review procedure 1. review procedure and loan approval 1.1 Credit investigation For all companies that apply for loans, the credit investigation should be handled in detail. The principles are as follows: (1) For the borrower for the first time, the borrower shall issue a copy of the company's relevant		Adjust corresponding items.

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Before amendment	Afteramendment	Note
and the identity certificate of the person in charge, and provide the necessary financial data to handle the credit investigation. (2) For the borrower not for the first time, in principle, the credit investigation shall be handled once a year. If it is a major case, the credit investigation shall be handled on a regular basis. (3) If the borrower's financial and credit status is good and the annual financial statements have been verified with the entrusted accountant, the investigation report made one year to two years ago can be used. The loan shall be sent after reviewing the accountant's verification report of the financial statements. 1.2 Review and evaluation For the loan within the V (III) limit, the borrower shall fill in the application form, and the handling unit shall prepare a specific review and evaluation report. The contents of the evaluation report shall include the following items: (1) The necessity and rationality of the loan to others.	license and the identity certificate of the person in charge, and provide the necessary financial data to handle the credit investigation. (2) For the borrower not for the first time, in principle, the credit investigation shall be handled once a year. If it is a major case, the credit investigation shall be handled on a regular basis. (3) If the borrower's financial and credit status is good and the annual financial statements have been verified with the entrusted accountant, the investigation report made one year to two years ago can be used. The loan shall be sent after reviewing the accountant's verification report of the financial statements. 1.2 Review and evaluation Review and evaluation For the loan within theArticle 5limit, the borrower shall fill in the application form, and the handling unit shall prepare a specific review and evaluation report. The contents of the evaluation report shall include the following items: (1) The necessity and

Appendix VIII

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Before amendment	Afteramendment	Note
(2) Credit and risk assessment of loan receiver. (3) Impact on the company's operational risk, financial position and shareholders' equity. (4) Whether to obtain the collateral and the value of the collateral. 1.3 Loan approval (1) After review and evaluation, if the borrower's credit rating is not good, or if there are other reasons that are not suitable for loan lending, the handling personnel should verify the reasons for not lending and reply to the borrower as soon as possible. (2) After review and evaluation, for cases where the credit rating is good, the borrowing is justified, and the company's financial business and shareholders' equity are not adversely affected, the handling personnel should report the credit report, review & evaluation report, drafted loan amount, term and interest rates to the general manager and the	rationality of the loan to others. (2) Credit and risk assessment of loan receiver. (3) Impact on the company's operational risk, financial position and shareholders' equity. (4) Whether to obtain the collateral and the value of the collateral. 1.3 Loan approval (1) After review and evaluation, if the borrower's credit rating is not good, or if there are other reasons that are not suitable for loan lending, the handling personnel should verify the reasons for not lending and reply to the borrower as soon as possible. (2) After review and evaluation, for cases where the credit rating is good, the borrowing is justified, and the company's financial business and shareholders' equity are not adversely affected, the handling personnel should report the credit report, review & evaluation report, drafted loan amount,

Appendix VIII

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Before amendment	Afteramendment	Note
chairman of the board of directors for approval, and shall handle with board resolution in accordance with the provisions of Article 8.	term and interest rates to the general manager and the chairman of the board of directors for approval, and shall handle with board resolution in accordance with the provisions of Article 8.
V. Procedure (VIII) Announcement procedure 1. The Company shall, before the 10thday of each month, announce the capital loan balance of the Company and its subsidiaries in the previous month. 2. The capital loan balance of the Company and its subsidiaries belonging to one of the following standards shall be announced within two days from the date of the fact: (1) The capital loan balance of the Company and its subsidiaries to others reaches above 20% of the Company’s net value in the most recent financial statements. (2) The capital loan balance of the Company and its subsidiaries to a single enterprise reaches above 10% of the Company’s net value in the most recent financial statements. (3) The new capital loan balance	V. Procedure (VIII) Announcement procedure 1. The Company shall, before the 10thday of each month, announce the capital loan balance of the Company and its subsidiaries in the previous month. 2. The capital loan balance of the Company and its subsidiaries belonging to one of the following standards shall be announced within two days from the date of the fact: (1) The capital loan balance of the Company and its subsidiaries to others reaches above 20% of the Company’s net value in the most recent financial statements. (2) The capital loan balance of the Company and its subsidiaries to a single enterprise reaches above 10% of the Company’s net value in the most recent financial statements. (3) The new capital loan balance of the Company and its	In accordance with the amended provisions of the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies, consider adding V (VIII) 4. text.

Appendix VIII

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	Before amendment	Afteramendment	Note
3. 4.	of the Company and its subsidiaries reaches NT$10 million and above 2% of the Company’s net value in the most recent financial statements. If the subsidiary of the Company is not a domestic public-listed company, and the subsidiary has events that should be announced in accordance with third paragraph of the preceding item, the announcement shall be made by the Company. The date of the fact referred to in this procedure refers to the earliest date among the signing date, the date of payment, the resolution date of the board of directors, or other dates on which the capital loan borrower and amount are fully determined.	subsidiaries reaches NT$10 million and above 2% of the Company’s net value in the most recent financial statements. 3. If the subsidiary of the Company is not a domestic public-listed company, and the subsidiary has events that should be announced in accordance with third paragraph of the preceding item, the announcement shall be made by the Company.
VI. The procedure shall be implemented after being confirmed by the Audit Committee and approved by the Board of Directors and submitted to the shareholders'meeting for approval. If any director has expressed objection and has a record or written statement, the Company shall report its objection to the shareholders meeting for discussion. It is the same case for amendment of the procedure. If independent directors have been set up, in terms of submitting the procedure of lending capital to others to the board of directors for discussion, their opinions shall be fully considered. If the independent directors have objections or reservations, they		VI. The procedure shall be implemented after being confirmed by the Audit Committee and approved by the Board of Directors and submitted to the shareholders'meeting for approval. If any director has expressed objection and has a record or written statement, the Company shall report its objection to the shareholders meeting for discussion. It is the same case for amendment of the procedure. If independent directors have been set up, in terms of submitting the procedure of lending capital to others to the board of directors for discussion, their opinions shall be fully considered and their clear opinions of their consent or objection, and reasons of objection	With reference to the provisions of Article 14.3 of the Securities and Exchange Act, the second item text shall be adjusted as appropriate. In addition, in accordance with Article 14-5 of the Securities and Exchange Act, the audit committee's responsibilities include determining or amending procedures of significant financialactivities

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Appendix VIII

		Before amendment		Afteramendment	Note
	should be stated in the proceedings of the board of directors. If an audit committee has been set up, amending the procedure of lending loan to others should be approved by more than one-half of all members of the audit committee, and the resolution of the board of directors. The provisions of the preceding item do not apply. If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors. All members of the Audit Committee and all directors referred to in the preceding paragraph shall be counted as in office.			are included in the records of the board of directors.	as lending loan to others with reference to the provisions of Article 6 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, add items 3~5.

Appendix IX

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JOURDENESS GROUP LIMITED

Procedure of endorsement guarantee amendment Before and After amendment

Before amendment	Afteramendment	Note
Procedure of endorsementguarantee
I. Purpose In order to protect the interests of shareholders, improve the financial management of the endorsement guarantee and reduce the operational risks the Company establishes the procedure and should handle it according to the specified operating procedure.	I. Purpose In order to protect the interests of shareholders, improve the financial management of the endorsement guarantee and reduce the operational risks, the Company establishes the procedure.	For the sake of clarity, the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies should be handled in accordance with the specified operating procedures, so the first preface should be amended.
V. Procedure (III) The total amount of the Company's external endorsement guarantee and the limit for endorsement of a single enterprise are as follows: 1.The total amount of the Company's endorsement or guarantee to others is limited to 100% of the company's net value. 2.The limit of individual objects that the Company endorses or provides guarantees to others shall not exceed 50% of the net value of the Company. 3.The total amount of the Company or its subsidiaries that endorse or provide guarantees to others is limited to 100% of the	V. Procedure (III) The total amount of the Company's external endorsement guarantee and the limit for endorsement of a single enterprise are as follows: 1.The total amount of endorsement guarantees is limited to 40% of the Company's net value. 2.For the amount of endorsement guarantee to a single enterprise, as the enterprise's business relationship is related to the guarantee, it shall not exceed the higher amount between 30% of the business transaction amount between the guaranteed and the Company in the most	1.Adjust the endorsement guarantee limit according to the actual operation requirements. 2.With reference to the provisions of Article 14.3 of the Securities and Exchange Act, the fifth (III) 6. text shall be adjusted as appropriate.

Appendix IX

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				Appendix IX
	Before amendment		Afteramendment	Note
4. 5. 6.	Company's net value. The amount of the Company or its subsidiaries as a whole endorsing or guaranteeing a single enterprise shall not exceed 50% of the net value of the Company. The "net value" referred to in the preceding paragraph shall be as set out in the most recent financial statements audited or verified by an accountant. In the discussion of the board of directors, the opinions of the independent directors should be fully considered.If the independent directors have objections or reservations, they should be stated in the proceedings of the board of directors.	recent year and 100% of the business transaction amount in the last three months, and must not exceed 20% of the Company's net worth; the guarantee within the group, not exceed 30% of the net value of the Company. 3.The "net value" referred to in the preceding paragraph shall be as set out in the most recent financial statements audited or verified by an accountant. 4. The discussion of the board of directors should take full account of the opinions of the independent directors andinclude the clear opinions and objections of their consent or objection in the records of the board of directors.
V. Procedure (IV) Decision and authorization hierarchy 1. When the Company handles the endorsement guarantee, it shall go through the sign-off procedure in accordance with the provisions of the V(V) of the procedure, and then it shall continue after the resolution of the board of directors. Or the chairman makes decisions according to authorization quota by the V (IV) 3. Afterwards,		V. Procedure (IV) Decision and authorization hierarchy 1. When the Company handles the endorsement guarantee, it shall go through the sign-off procedure in accordance with the provisions of the V(V) of the procedure, and then it shall continue after the resolution of the board of directors. Or the chairman makes decisions according to authorization quota by the V (IV) 3.		Adjust the amount of the authorized chairman according to the actual operation needs.

Appendix IX

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		Appendix IX
Before amendment	Afteramendment	Note
the matter will be reported to the earliest board meeting for ratification, and the handling situation and related matters will be reported to the shareholders meeting for future reference. In addition, before the subsidiaries that the Company directly and indirectly holds more than 90% of the voting shares make endorsement guarantee in accordance with the provisions of the V (II) 4, it should be reported to the board of directors of the Company for resolution. However, endorsement guarantee among companies that the Company directly and indirectly holds 100% of voting shares, shall not be limited. 2. When the Company handles the endorsement guarantee, if it exceeds the amount specified in the preceding article due to business needs and meets the conditions set by the company's Procedure of endorsement guarantee, it shall be approved by the board of directors and may be jointly guaranteed by more than half of the	Afterwards, the matter will be reported to the earliest board meeting for ratification, and the handling situation and related matters will be reported to the shareholders meeting for future reference. In addition, before the subsidiaries that the Company directly and indirectly holds more than 90% of the voting shares make endorsement guarantee in accordance with the provisions of the V (II) 4, it should be reported to the board of directors of the Company for resolution. However, endorsement guarantee among companies that the Company directly and indirectly holds 100% of voting shares, shall not be limited. 2. When the Company handles the endorsement guarantee, if it exceeds the amount specified in the preceding article due to business needs and meets the conditions set by the company's Procedure of endorsement guarantee, it shall be approved by the board of directors and may

Appendix IX

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		Appendix IX
Before amendment	Afteramendment	Note
directors for possible loss due to overrun limit. Then the procedure shall be amended and reported to the shareholders meeting for ratification; if the shareholder meeting disagrees, it should be planned to cancel the overrun limit within a certain period of time. 3. The amount of the endorsement guarantee issued by the authorized chairman shall not exceed 30% of the net value of the Company.	be jointly guaranteed by more than half of the directors for possible loss due to overrun limit. Then the procedure shall be amended and reported to the shareholders meeting for ratification; if the shareholder meeting disagrees, it should be planned to cancel the overrun limit within a certain period of time. 3. The amount of the endorsement guarantee issued by the authorized chairman shall not exceed 10% of the net value of the Company.
V. Procedure (VII) Announcement procedure 1. The Company shall announce on the 10thof each month the endorsement guarantee balance of the Company and its subsidiaries the previous month. 2. If the endorsement guarantee balance of the Company and its subsidiaries meets one of the following standards, the Company shall send information to the parent company for announcement within two days from the date of the fact:	VI. Procedure (VII) Announcement procedure 1. The Company shall announce on the 10thof each month the endorsement guarantee balance of the Company and its subsidiaries the previous month. 2. If the endorsement guarantee balance of the Company and its subsidiaries meets one of the following standards, the Company shall send information to the parent company for announcement within two days from the date of the fact:	1.In order to clarify the definition of long-term investment, the V (VII) 2. (3) texts are amended in accordance with the provisions of Article 9.4 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 2.According to the provisions of the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies, consider adding V (VII) 4. text.

Appendix IX

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		Appendix IX
Before amendment	Afteramendment	Note
(1) The endorsement guarantee balance of the Company and its subsidiaries reaches more than 50% of the net value of the latest financial statements of the parent company. (2) The endorsement guarantee of the Company and its subsidiaries to a single enterprise reaches more than 20% of the net value of the Company in the most recent financial statements. (3) The endorsement guarantee balance of the Company and its subsidiaries to a single enterprise reaches NT$10 million, and the total amount of the endorsement guarantee, the investmentbook amount of withthe equity methodand the loan balance reaches more than 30% of the net value of the Company in the latest financial statements. (4) The new endorsement guaranteed amount of the Company or its	(1) The endorsement guarantee balance of the Company and its subsidiaries reaches more than 50% of the net value of the latest financial statements of the parent company. (2) The endorsement guarantee of the Company and its subsidiaries to a single enterprise reaches more than 20% of the net value of the Company in the most recent financial statements. (3) The endorsement guarantee balance of the Company and its subsidiaries to a single enterprise reaches more than NT$10 million, and the total amount of the endorsement guarantee,long-term investmentand loan balance reaches more than 30% of the net value of the Company in the most recent financial statements. (4) The new endorsement guaranteed amount of the Company or its subsidiaries reaches

Appendix IX

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			Appendix IX
	Before amendment	Afteramendment	Note
3. 4.	subsidiaries reaches NT$30 million and more than 5% of the net value of the Company in most recent financial statements. If the subsidiary of the Company is not a Taiwan public-listed company, the announcement to be made in accordance with the fourth paragraph of the preceding item shall be made by the Company. The date of the fact in the procedure refers to the earliest date among the signing date, payment date, resolution date of the board, or other date on which the endorsement object and amount of the endorsement are determined.	NT$30 million and more than 5% of the net value of the Company in most recent financial statements. 3. If the subsidiary of the Company is not a Taiwan public-listed company, the announcement to be made in accordance with the fourth paragraph of the preceding item shall be made by the Company.
VI. The procedure shall be implemented after being approved by the Audit Committee, the board resolution and submitted to the shareholders' meeting for approval. If any director has expressed dissent and has a record or written statement, the Company shall report the objection to the shareholders meeting for discussion. If independent directors have been set up, when the procedure of endorsement guarantee is submitted to the board of directors for discussion, the opinions of the independent directors should be fully considered. If the independent directors have objections or reservations, they should be		VI. The procedure shall be implemented after being approved by the Audit Committee, the board resolution and submitted to the shareholders' meeting for approval. If any director has expressed dissent and has a record or written statement, the Company shall report the objection to the shareholders meeting for discussion.	With reference to Article 14.3 of the Securities and Exchange Act, the second item text is added. In addition, in accordance with Article 14.5 of the Securities and Exchange Act, the audit committee's rights include amending the procedures of significant financial activities like providing endorsement or guarantee. Therefore, with reference to Article 8 of Regulation Govering the Acquisition and Disposal of Assets by Public compaines, add items 3 to 5.

Appendix IX

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			Appendix IX
	Before amendment	Afteramendment	Note
	listed in the minutes of the board meeting. If an audit committee has been set up, amending the procedure of endorsement guarantee shall be approved by more than one-half of all members of the audit committee, and by board resolution, and the provisions of the preceding paragraph shall not apply. If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors. All members of the Audit Committee and all directors referred to in the preceding paragraph shall be counted as in office.

Appendix X

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JOURDENESS GROUP LIMITED

Summary of Directors and Important Employee Liability Insurance

Items Content Summary Insured JOURDENESS GROUP LIMITED company Directors and key staffs, all hired staffs and external directors Insured person in the past, present, and insurance period. Amount of USD10,000,000/accumulation of each claim and during the Insurance insurance period. coverage Insurance period[One year period ] Insurance Chubb Limited: 100% company

Attachment I

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IV-Attachment

JOURDENESS GROUP LIMITED

2019 Shareholder Outstanding Meeting

Transfer stop day: April 27, 2019 Total number of issued shares: 60,999,700 shares

Position	Name	Number of shares	Shareholding ratio (%)
Chairman	Cheng-Hsiung Chen (Note1)	1,071,000	1.76
Director	Cheng-Tzu Chen (Note2)	-	-
Director	Chia-Chi Chen (Note3)	7,000	0.01
Director	I-Min Chen	-	-
Director	Wei-Kuo Chen	380,414	0.62
Director	Yu-Cheng Shen	-	-
Independent director	Tie-In Jin	-	-
Independent director	Ming-Fu Wang	-	-
Independent director	Yi-Min Shun	-	-

Note 1: Mr. Cheng-Hsiung Chen also indirectly holds 15,853 thousand shares through COREWIN INVESTMENTS LIMITED; ALIMIENWIDE INT'L INC. indirectly holds 1,356 thousand shares; Hung-Chih Yao indirectly holds 67 thousand shares; Ssu-Yu Chen indirectly holds 30 thousand shares; Yu-Te Wang indirectly holds 207 thousand shares; Wan-Hsin Chen indirectly holds 19 thousand shares; Ya-Ling Hsieh indirectly holds 64 thousand shares; Su-Ching Chen Wang indirectly holds 99 thousand shares; A total of 18,766 shares of the company are held, with a shareholding ratio of 30.76%.
Note 2: Mr. Cheng-Tzu Chen is also indirectly holding 4,487 thousand shares through LUCKY ASIA INTERNATIONAL LTD; CHARM OCEAN INTERNATIONAL LIMITED indirectly holds 874 thousand shares and holds a total of 5,361 thousand shares of the company with a shareholding ratio of 8.79%.
Note 3: Ms. Chia-Chi Chen also indirectly holds 1,328 thousand shares through TRIMIX INTERNATIONAL LIMITED, ALIMIENWIDE INT'L INC. indirectly holds 997 thousand shares and holds a total of 2,332 thousand shares of the company with a shareholding ratio of 3.82%.
Note 4: The company has no application of Article 26 of the Securities and Exchange Act.
Note 5: The company has set up an audit committee, so there is no application for the number of shares held by the supervisor.

Attachment II

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JOURDENESS GROUP LIMITED

Procedural Rules of General Meeting

Article 1 Legal Basis

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.

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").

Article 2 Attendance and Sign-in

The Company shall include the information about the time slot when shareholders may report to the meeting, the reporting location, and other important messages in the notice of general meetings.

The time slot when shareholders may report to the meeting in the preceding paragraph shall begin no later than thirty minutes before the meeting. The reporting location shall be clearly identified and there should an adequate number of staff assigned for the matter.

Shareholders or their appointed proxies (the "Shareholders") shall attend a Shareholders' meeting by presenting an attendance ID, sign-in card or other attendance identification. The Company shall not request any additional － attendance identification randomly. A proxy solicitor shall bring his/her ID for verification.

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.

The Company shall deliver the meeting agenda, annual report, attendance ID, summary of speech form, voting ballot and other meeting information to Shareholders who attend a Shareholder's meeting. In case of election of director(s) and/or supervisor(s), the election ballot shall also be provided.

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.

Article 3 Calculation of Attending Shares

Attachment II

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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.

Article 4 Venue and Time of General Meetings

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.

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

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.

Article 6 Audio Recording or Videotaping of Meetings for Evidence

A general meeting shall be audio recorded and videotaped in its entirety on a continuous, non-stop basis from the time Shareholders report to the meeting and the meeting itself to voting and ballot counting, 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.

Article 7 The Chairman and Agent

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.

Where a Managing Director or a Director is to act as the agent for the chairman in the preceding paragraph, only the Managing Directors or Directors who have been in the position for six months or more and have a good understanding of the Company's financial and business conditions may be allowed to do so. The same shall apply in case that the representative of a corporate director acts as the chairman.

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.

The Company shall prepare the notice of general meetings, the proxy form,

Attachment II

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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 professional stock agent appointed by the Company and be distributed at general meetings.

Article 9 Proposal Discussion

For a Shareholders' meeting convened by the Board of Directors, it is advised that the chairman shall host the Shareholder’s meeting in person and a majority of the Directors are present at the meeting. In addition, all functional committees shall send at least one representative to preside over the Shareholders’ meeting and their attendance shall be recorded in the meeting minutes.

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.

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.

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.

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

Attachment II

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with the Applicable Listing Rules and the Articles.

Article 10 Speech of Shareholder

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.

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.

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.

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.

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

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

Article 11 Proposal by Shareholder

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.

Article 12 Calculation of Voting Shares and Recusal

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

The number of Shares represented by Shareholders present at the meeting shall be calculated in accordance with the sign-in book or submitted attendance card, plus the voting Shares exercised in writing or electronically.

Attachment II

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The Shares solicited by solicitors and Shares represented by proxies shall be disclosed in a statement in the form consistent with the Applicable Listing Rules posted at a conspicuous location within the meeting venue on the meeting day.

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.

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.

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.

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.

Subject to the Applicable Listing Rules, if any Shareholder holding Shares for and on behalf of another person or entity, such Shareholder may assert to exercise the voting rights separately. 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.

Article 13 Principle for Voting Right

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.

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

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Where any Director or supervisor (if any), 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 or supervisor (if any), such Director or supervisor (if any) 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 or supervisor (if any) at the time of his/her appointment as Director or supervisor (if any), and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

Article 14 Voting on Proposal

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.

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.

Where directors and/or supervisors are elected at a Shareholders' meeting, the election shall be conducted in accordance with the applicable election rules established by the Company and the election results, including the list of elected directors and/or supervisors and numbers of shares voted for the election of directors and/or supervisors, shall be announced at the same meeting.

Voting ballots cast in the election of director(s) shall be signed and sealed by scrutinizer and properly kept for at least one (1) years; provided, however, that in case of a litigation instituted by Shareholder, these ballots shall then be kept until conclusion of the litigation.

Article 15 Checking and Counting Ballots

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 cast in the voting of a general meeting or for election proposal shall be publicly counted at any general meeting venue and the result of voting, including the numbers of shares voted, shall be announced at the same general meeting after all ballots have been counted and placed on record.

Article 16 Meeting Minutes

Any resolutions made at a general meeting shall be compiled in the form of

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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.

While the Company remains as a listing company in Taiwan, the meeting minutes referred to in the preceding paragraph may be distributed, alternatively, by way of making public announcement at the Market Observation Post System (the "MOPS").

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.

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

The Company shall upload the relevant information and contents of the resolution made in the general meeting onto the MOPS within the prescriptive period if there is any material information (as defined and prescribed under the Applicable Listing Rules) in such resolution.

Article 17 Intermission and Resumption of A Meeting

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.

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.

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

Article 18 Preservation of Order at the Meeting Venue

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.

The chairman may direct inspectors or security guards to ask Shareholders

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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.

If there is speaker facility at the meeting venue and a shareholder speaks with the facility other than that prepared by the Company, the chairman may stop him.

Article 19 Enforcement and Amendment

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.

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JOURDENESS GROUP LIMITED

The Company’s “Articles of Association” full text

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JOURDENESS GROUP LIMITED

Other references

Information on shareholder proposals holding more than one percent of the total number of issued shares of the company
I. According to Article 172.1 of the Company Act, the Company's 2019 shareholders' meeting accepts shareholders' proposal from April 19, 2008 to April 29, 2019.
II. During the period, there was no proposal from shareholder who hold more than one percent of the total number of issued shares of the company.
The effect of the stock grants on the company's operating performance, earnings per share and return on investment of shareholders: The Company did not allot out stock grants this year and therefore does not apply.

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AI assistant

JDS — AGM Information 2019

52390_rns_2019-07-19_ea2d9419-ca6e-47cd-8995-6f02cba59ead.pdf

JOURDENESS GROUP LIMITED

2019 Annual Shareholders’ Meeting Meeting Agenda

Table of Contents

2019 Shareholder Standing Meeting Procedure

II. Agenda procedure

Agenda of 2019 shareholder standing meeting

Reporting matter

Acknowledging matter

4. For confirmation.

Discussion matter

Proposal V: (by the board)

III. Appendix

JOURDENESS GROUP LIMITED Business report for 2018

I. Business philosophy

II. Implementation overview

III. Business plan implementation results

IV. Operating income and expenditure budget execution

V. Profitability analysis

VI. Research and development status

JOURDENESS GROUP LIMITED

Audit committee’s audit report

Appropriate

Thereby Shareholder Outstanding Meeting 2019, Jourdeness Limited

JOURDENESS GROUP LIMITED

Report on issuing the first unsecured convertible corporate bonds in the Republic of China

Accountant's Check Report and 2018 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Beauty and body spa course services revenue recognition

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED

Earnings Distribution Table 2018

JOURDENESS GROUP LIMITED

Comparison Table for MEMORANDUM OF ASSOCIATION

JOURDENESS GROUP LIMITED

Acquiring or disposal of assets procedure amendments Before and After Revision

JOURDENESS GROUP LIMITED

Amendment of “Procedure of lending capital to others” Before and After amendment

JOURDENESS GROUP LIMITED

Procedure of endorsement guarantee amendment Before and After amendment

JOURDENESS GROUP LIMITED

Summary of Directors and Important Employee Liability Insurance

IV-Attachment

JOURDENESS GROUP LIMITED

2019 Shareholder Outstanding Meeting

JOURDENESS GROUP LIMITED

Procedural Rules of General Meeting

Article 1 Legal Basis

Article 2 Attendance and Sign-in

Article 3 Calculation of Attending Shares

Article 4 Venue and Time of General Meetings

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

Article 6 Audio Recording or Videotaping of Meetings for Evidence

Article 7 The Chairman and Agent

Article 9 Proposal Discussion

Article 10 Speech of Shareholder

Article 11 Proposal by Shareholder

Article 12 Calculation of Voting Shares and Recusal

Article 13 Principle for Voting Right

JDS AGM Information 2019