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L I D A H O L D I N G S L I M I T E D

2019 Annual Shareholders’ Meeting M e e t i n A e n d a g g

t h J u n e 1 3 , 2 0 1 9

Meeting Procedure of Annual Shareholders’ meeting 2019 ____ 2 2019 Meeting Agenda of Annual Shareholders’ meeting ____ 3 Report Items _________ 4 Matters for Ratification ________ 4 Matters for Discussion ________ 7 Extemporary Motions _________ 10 Business Report ________ 11 Inspection Report of Audit Committee ______ 15 REPORT OF INDEPENDENT ACCOUNTANTS ____ 16 Table of Distribution of 2018 earnings __________ 26 Comparison Table for Memorandum and Articles of Association ____ 27 Comparison Table for Rules of the Procedure for Shareholders Meetings __ 40 Comparison Table for The Procedures of election of directors ____ 45 Comparison Table for The Procedures for acquisition or disposal ___ 48 Comparison Table for The Procedures for Loaning Funds to Others __ 75 Comparison Table for The Procedures for endorsement guarantee operation _ 79 Appendix 1 __________ 85 Rules of Procedure for Shareholders Meetings _____ 137 Shareholding Status of All Directors _______ 145 Other Explanatory information _________ 146

LIDA HOLDINGS LIMITED

Meeting Procedure of Annual Shareholders’ meeting 2019

1. Announce the start of the meeting

2. Chairman in place

3. Chairman’s Statement

4. Report Items

5. Matters for Discussion

6. Discussion

7. Extemporary Motions

8. Adjournment

2019 Meeting Agenda of Annual Shareholders’ meeting

Time: June13[th] , 2019（Thursday）9:00 a.m.

Location: 11th Floor, No. 495, Guangfu South Road, Xinyi District, Taipei City (Pacific Business Hotel)

1. Announce the start of the meeting

2. Chairman in place

3. Chairman’s Statement

4. Report Items

1) 2018 Business Report
2) 2018 Inspection Report of Audit Committee
3) 2018 Compensation Distribution for Employees and Directors

5. Matters for Ratification

Ratify 2018 Business Report and Financial Statement of the company
Ratify the proposal of Distribution of 2018 earnings

6. Matters for Discussion

The proposal of Earnings transfer to capital increase and issue new shares
Amendment of Articles of Association
Amendment of Rules of Procedure for Shareholders Meetings
Amendment of The Procedures of election of directors
Amendment of The Procedures for acquisition or disposal
Amendment of The Procedures for Loaning Funds to Others
Amendment of The Procedures for endorsement guarantee operation

7. Extemporary Motions

8. Adjournment

Report Items

First Proposal

Proposal: 2018 Business Report, please review

Explanation: 2018 Business Report, please refer to page10, attachment 1.

Second Proposal

Proposal: 2018 Inspection Report of Audit Committee, please review

Explanation: 2018 Inspection Report of Audit Committee, please refer to page 13, attachment 2.

Third Proposal

Proposal: 2018 Compensation Distribution for Employees and Directors Explanation:

According to Article 100 of the Articles of Association of the Company, require more than two-thirds of the directors of the board attended and require more than half of the attended board of directors pass the resolution. The employees’ compensation shall be 0.5%-3.0% of the 2018 annual profit(Pre-tax benefits for the distribution of employee compensation and director compensation have not been deducted), by shares and/or cash; and the directors’ compensation shall not be more than 2.0% of the 2018 annual profit.
The proposal of 2018 Compensation Distribution for Employees and Directors has already passed the resolution of the board of directors in March 22[nd] , 2019. The employees’ compensation is 0.5% of 2018 annual profit, NT$5,976,030, by cash; no compensation for directors.

Matters for Ratification

First Proposal (Proposed by the Board of Directors)

。 Proposal: 2018 Business Report and Financial Statement of the company, please ratify Explanation:

2018 Business Report, please refer to page10, attachment 1.
2018 Inspection Report of Audit Committee was audit and issued by independent auditors, Hsien-Cheng Chen and Chin-Mu Hsiao of via PricewaterhouseCoopers Taiwan, please refer to page 14, attachment 3.
The above financial statement, adopted by the audit committee and the board of directors of the company, please ratify.

Resolution:

Second Proposal (Proposed by the Board of Directors)

Proposal: Distribution of 2018 earnings, please ratify.

Explanation:

Distribution of 2018 earnings, it is proposed by the board of directors to be distributed as follows:

The company's 2018 annual net profit after-tax is NT$769,605,156, add beginning retained earnings NT$1,880,847,061, minus special reserve

NT$92,269,173, divisible earnings of the end of the period is

NT$2,558,183,044, proposed distribute cash dividend per share is NT$2.3, the total amount of cash dividends is NT$230,000,000 and stock dividend per share is NT$1.6, the total amount of stock dividends is NT$160,000,000., the number of dividends to be distributed is NT$390,000,000.

The cash dividend is calculated according to the distribution ratio until Yuan, and the amount is rounded down to the integer (Yuan). The total of the rounded down amount is included in the other revenue of the company (or included in shareholders' equity).
After the case is passed by the shareholders’ meeting, it is proposed to authorize the board of directors to decide the base date of allotment, issue date and other

related matters.

The earnings retaining is before the base date of allotment. If the amount of
outstanding shares is affected by changes in the law, the requirements of the competent authority or other factors, resulting in a change in the dividend

payout ratio of shareholder, the board of directors is authorized to deal with the matter.

Distribution of 2018 earnings of the company, please refer to page18, attachment 4,

please ratify.

Resolution:

Matters for Discussion

First Proposal (Proposed by the Board of Directors)

Proposal: The proposal of Earnings transfer to capital increase and issue new shares Explanation:

In order to enrich the operation capital and consider the future business development needs, the company intends to raise a shareholder's dividend of NT$160,000,000 from the 2018 annual distributable earnings, and transfer the capital to issue 16,000,000 new shares at a par value of 10 yuan each, all are common shares.
The capital increase shall be calculated based on the number of shares held by shareholders in the shareholder list on the base date of allotment. Each thousand share shall be allotted 160 shares at no cost, and the odd lots, less than one share, can be registered to the share agency of the company within 5 days from the date of suspension of the transfer, for rounding up to a whole share. Those who give up or are not able to round up to a whole, will be paid by cash based on par value. The amount is calculated until the Yuan (round down to yuan). The chairman may be authorized by the shareholders' meeting, to negotiate with a specific person to buy the shares. The shareholder who participates in the Book-Entry allotment of the shares, the odd lots will be used as a fee for book-entry.
If the capital increase proposal requires changes due to facts or the requirements of the competent authority, the board of directors should be authorized by shareholders to deal with the matter.
If the following occurs, the capital increase, the company buys back the company's shares or transfers the treasury shares to employees and write-offs, affects the quantity of shares outstanding, resulting in

changes in the shareholder's share ratio , then it needs to be amended, the board of directors is fully authorized to deal with the matter.

After the case is approved by the shareholders' meeting and approved by the competent authority, the board of directors will issue the base date, issue date and other related matters.
The rights and obligations of the issued share of this capital increase are the same as the original shares.
Please discuss

Resolution:

Second Proposal (Proposed by the Board of Directors)

Proposal: Amendment of Articles of Association

Explanation:

To cope with the amendments of the laws and regulations and future operational

needs, revise “Articles of Association”

Please refer to P.19, attachment 5, Comparison Table for Articles of

Association.

Resolution:

Third Proposal (Proposed by the Board of Directors)

Proposal: Amendment of Rules of Procedure for Shareholders Meetings

Explanation:

To cope with the amendments of the laws and regulations and future operational

needs, revise “Rules of Procedure for Shareholders Meetings”

Please refer to P.44, attachment 6, Comparison Table for Rules of Procedure for Shareholders Meetings.

Resolution:

Forth Proposal (Proposed by the Board of Directors)

Proposal: Amendment of The Procedures of election of directors

Explanation:

To cope with the amendments of the laws and regulations and future operational

needs, revise “Procedures of election of directors”.

Please refer to P.48, attachment 7, Comparison Table for The Procedures of

election of directors.

Resolution:

Fifth Proposal (Proposed by the Board of Directors)

Proposal: Amendment of The Procedures for acquisition or disposal

Explanation:

To cope with the amendments of the laws and regulations and future operational

needs, revise “Procedures for acquisition or disposal”

Please refer to P.50, attachment 8, Comparison Table for The Procedures for

acquisition or disposal.

Resolution:

Sixth Proposal (Proposed by the Board of Directors)

Proposal: Amendment of the Procedures for Loaning Funds to Others Explanation:

To cope with the amendments of the laws and regulations and future operational

needs, revise “Procedures for Loaning Funds to Others”

Please refer to P.68, attachment 9, Comparison Table for The Procedures for

Loaning Funds to Others.

Resolution:

Seventh Proposal (Proposed by the Board of Directors)

Proposal: Amendment of the Procedures for endorsement guarantee operation

Explanation:

To cope with the amendments of the laws and regulations and future operational needs, revise “Procedures for endorsement guarantee operation”
Please refer to P.71, attachment 10, Comparison Table for The Procedures for

endorsement guarantee operation.

Resolution:

Extemporary Motions

Adjournment

Attachment 1

LIDA HOLDINGS LIMITED

Business Report

1. Preface

The company was established in the British Cayman Islands on May 11, 2012. On August 12, 2013, acquired 100% equity from Wellsoon International Limited to complete the restructuring of the group. The main business items of the company and its subsidiaries (hereafter referred to as “the Group”) are the design, manufacture and sales of air compressors.

2. 2018 Annual business results

1) 2018 business plan implementation result

In 2018, Consolidated revenue of the Group is NT$7,542,981,000 in total, which was a decrease of 7.15% compared to the Group's total revenue of NT$8,123,832,000 in 2017. The net profit for the period was NT$769,605,000 and the basic earnings per share was RMB7.70. The Group mainly produces and sells air compressors and markets the products in China and around the world as the brands of Luowei and Lida.

2) Execution of budget of operating revenue and expenses

Unit:

		Unit:	Unit:
		thousands of NT$
	Item/annual	2018 annual actual	2018 annual budget
Financial revenue and expenses	Operating revenue	7,542,981	8,664,140
	Gross profit	1,781,542	2,174,616
	Operating profit	1,241,357	1,593,007
	Non-operating income and expenses	-52,127	21,323
	Profit before income tax, net	1,189,230	1,614,330
	After-tax earnings per share	7.70	10.83

Analysis of financial capacity and profitability

Unit: thousands of NT$

Item/annual		2018	2017
Financial revenue	Operating revenue	7,542,981	8,123,823

and expenses	Gross profit	Gross profit	1,781,542	1,910,269
	Operating profit		1,241,357	1,385,923
	Non-operating income and expenses		-52,127	4,488
	Profit before income tax, net		1,189,230	1,390,411
Profitability	Return on shareholders' equity (%)		15.07	18.87
	Proportion of Paid in capital (%)	Operating profit	124.14	138.59
		Pre-tax net benefit	118.92	139.04
	After-tax earnings per share		7.70	9.24

3) Asset impairment of Lida (Jiangxi) Machine Equipment Company Ltd

The company was established in 2012 and officially put into operation in 2014. As of 2018, it has been in operation for more than 4 years. It mainly produces and sells piston type of air compressors. The market is mainland China. Therefore, the main configuration and equipment orders were to produce pistontype air compressors. The production and assembly of the first-stage screw machines began in the past two years.

As the market demand of air compressors has gradually turned to screw type, the demand of high-level air compressors such as screw type, scroll type and centrifugal type has continuously increased. The development of screw miniaturization has also gradually replaced the trend of piston type, resulting in the production capacity and utilization of Jiangxi factory cannot be increased. In addition, it’s difficult for the Jiangxi factory to effectively replicate in the introduction of high-end talents and high-end production technology. Since the construction of machinery and equipment are mainly in accordance with the piston type air compressors, it has suffered losses in the past four years. And since the Group decided to invest Lida New Industrial Park in Quanzhou in 2018, it will focus on developing the screw application market after completion. Under the pursuit of the maximization of the Group's resource efficiency, the future growth of the Jiangxi factory is difficult to predict. Under the overall consideration, a professional appraisal agency was hired to conduct an asset assessment of the real estate, plant and equipment of the Jiangxi factory. As there was no actual cash outflow, there was no significant impact on operation capital

3. 2019 Business plan summary

1) Management policy and implementation overview

The Group develops, manufactures and sells piston, screw and scroll series air compressors with high performance, high quality and energy saving in selfoperated brands. The products are mainly used in medical, food, mining, chemical, electronic power, building materials, automobile, steel, furniture, machinery manufacturing and other industries. Since 2000, under the guidance and support of China's policies, and with China's transformation into a world's machinery manufacturing power, industries are committed to industrial upgrading to improve production efficiency and quality. High-efficiency automated pneumatic equipment tools to replace many labors has become a trend, resulting in a rapid development of China's air compressor industry. The Chinese market for air compressors has grown at an annual rate of more than 7%.

However, since the second half of 2018, due to the slowdown in macroeconomic growth and the Sino-US trade conflict, China's domestic demand investment has shown a cautious wait-and-see attitude, which has also affected and weakened the air compressor market demand. Facing the wait-and-see attitude and fierce competition in the industry, Lida team understands the market trend well, and with years of experience in production and management of air compressors, we have adjusted our product line structure and focused our development on the training of talents and the team, enhancement of technical research, and improve quality and increase additional value, so as to achieve steady and sound development.

2) 2019 Business plans and targets, including:
(1) Continue to increase the proportion of air compressors with energy saving and high efficiency, including high-end products such as F series, two-stage compression screw machines and scroll machines, and optimize product structure to improve profitability.
(2) To improve the variety of screw type products, it is expected to develop mainstream products such as oil-free screw machine, E-series screw machine and low-pressure screw machine.
(3) Accelerate the development of the main unit of the screw machine, stabilize the quality of key components and supply stability；
(4) Strengthen the provision of high-quality after-sales service, and improve the quality of the cooperated mature dealers, and strategic cooperation with high-end products for one-stop service plan.
(5) Improve the corporate governance, further improve the company's

information disclosure and communications with investors, strengthen corporate governance structure and internal control, and fulfil its social responsibilities to achieve the spirit of sustainable operation.

3) Research and development status

Since its establishment in 1993, Lida has been engaged in the research and manufacture of air compressors. Proceed with both independent research and technological cooperation, with own-developed technology as principal. In the aspect of production, Lida has successfully improved existing production performance and technology to achieve low-cost but high-quality air compressor production technology capabilities. Lida has been continuously engaged in industry-university cooperation and has maintained the technical development and cooperation relationship of air compressors with many leading academic institutions and technical units. Since its establishment, production technology and new product development have both taken the lead in the industry.

In the coming future, Lida R&D focus is mainly on:

(1) Vertical integration of key components: Screw machines are becoming more and more popular, from high horsepower, special specifications, to small horsepower economical applications continue to replace the traditional reciprocating piston type air compressor. As the most important core components of the screw machine, the process of the independent R&D of the main unit must be speed up.
(2) Diversified development of high-end products: Lida has always adhered to the customer demand for product development, and with the continuous promotion of national energy conservation policies, the application of air compressor products and customer demands are becoming more diversified. It is expected to develop E series with highefficiency energy-saving screw machine, low-pressure screw machine and oil-free screw machine. Continuous development of different models for energy saving, efficiency, noise, weight, size and other characteristics, is to meet the needs of different customers in the market.
Chairman: Chien-Leng Wu CEO: Yi-Ping Chen CFO: Rea Huang

Attachment 2

LIDA HOLDINGS LIMITED

Inspection Report of Audit Committee

The board of directors send the company's 2018 annual business report, financial statements and the proposal of distribution of 2018 earnings to the audit committee for audit. The committee considered there is nothing inappropriate. Therefore, according to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, reports as above.

Sincerely,

2019 Annual Shareholders’ Meeting of LIDA HOLDINGS LIMITED

LIDA HOLDINGS LIMITED

Audit Committee

convener: Chia Ying Ma

March 22[nd] , 2018

PWCR18000478

Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Lida Holdings Limited

Opinion

We have audited the accompanying consolidated balance sheets of Lida Holdings Limited and its subsidiaries (the “Group”) as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these

matters.

Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

Cash and financial assets at amortized cost

Description

Please refer to Notes 6(1) and 6(2) to the consolidated financial statements for the accounting policies on cash and financial assets at amortized cost. As of December 31, 2018, the balances of cash and financial assets at amortized cost amounted to NT$4,408,043 thousand.

The Group designs, manufactures and sells mechanical and electrical products such as air compressors, electric welding machines and electric tools. Because of stable collection, cash and financial assets at amortized cost is material, representing 69% of the consolidated total assets. Thus, we consider cash and financial assets at amortized cost as a key audit matter.

How our audit addressed the matter

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

Evaluated and tested the effectiveness of the internal control over cash management, including segregation of duties for cash receipts and recording, authorization of receipts and payments in cash and book general entry.
Verified the existence, accuracy as well as rights and obligations of cash and financial assets at amortized cost by sending out confirmation letters for all bank accounts.
Selected samples of the Group’s transactions which has critical cash collection and disbursement and confirmed whether the nature of transaction meets operating requirement.
Tested the bank reconciliation report by confirming the account balance to the general ledger, checking the balance of the bank account to bank statements or bank confirmations and verifying the reconciling items to the bank statements after the balance sheet date or other supporting documents to ensure the completeness, accuracy as well as rights and obligations of bank deposit.
Checked the existence of cash on hand, revolving funds and time deposit receipts as of the balance sheet date by performing physical count.

Sales revenue from distribution selling

Description

Please refer to Note 4(23) to the consolidated financial statements for the accounting policies on revenue recognition. For details of revenue recognition, please refer to Note 6(15). For the year ended December 31, 2018, the Group’s sales revenue was NT$7,542,981 thousand.

The Group adopts distribution selling as the main sales model and signs agreements with distributors every year in which stating the rights and obligations of distributors such as the terms, sales quotas, delivery method, maintenance and warranty as well as refund method. Given the above mentioned distribution selling constituted 87% of the total Group sales revenue and the distribution selling model and terms of transaction would have impacts on the sales revenue recognition. Thus, we consider sales revenue from distribution selling as a key audit matter.

How our audit addressed the matter

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

Assess on the main or new distributors by checking the owner, major shareholders, registered address, business address, capital, main business items and other relevant information of the distribution company.
Conducted interviews with major distributors to verify the existence of purchase from distributors and check the occurrence of sales pertaining to distributors. Also, confirmed whether the financial information of transactions between the distributors and the Group was consistent with the information in the report.
Verified the accuracy of the ending balance of accounts receivable and total sales revenue during the year by sending out the confirmation letters to Group major distributors.
Assessed and tested the effectiveness of internal controls over sales including the procedures for customer order, shipping as well as sales and collection.
Conducted substantive test on sales revenue and subsequent collection test.

Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(14) to the consolidated financial statements for the accounting policies on property, plant and equipment impairment, Note 5 for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment, and Notes 6(6) and 6(7) for details of property, plant and equipment.

The Group’s subsidiaries, manufacturing low-end products, continued to generate losses year by year as the energy-efficient and environment-friendly products become the mainstream in the market in recent years. The management assessed the impairment of property, plant and equipment on the subsidiary. The impairment valuation mainly relied on an external appraiser who was commissioned by the Group. As the valuation involved multiple assumptions, involved subjective judgment and high degree of uncertainty, and may have significant effects on the valuation results. We consider the valuation of property, plant and equipment as a key audit matter.

How our audit addressed the matter

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

Obtained the assessment table the cash generating unit with assets that had any indication that it may be impaired, and reviewed relevant policies and processes on impairment valuation, including collection of internal and external data, long-term and short-term forecasts and industry changes.
Obtained the external appraisal report and performed the following procedures:
(1) Examined the appraiser’s qualification and assessed the independence, objectiveness and competence.
(2) Assessed whether the valuation method in the appraisal report was common industry practice and appropriate.
(3) Assessed the reasonableness of significant assumptions applied in the appraisal report.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal controls as management determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ROC GAAS

will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal controls that we identify during our audit.

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

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

Chen, Hsien-Cheng Hsiao, Chin-Mu

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

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

LIDA HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars)

Assets	D e c e m b e r 3 1 , 2 0 1 8 Amount % $ 2,619,243 41 1,788,800 28 656,437 11 6,391 - 310,456 5 101 - 6,226 - 5,387,654 85 774,378 12 2,521 - 173,222 3 950,121 15 $ 6,337,775 100 $ 93,912 2 17,114 - 438,654 7 134,954 2 67,189 1 9,020 - - - 760,843 12 470,549 7 1,231,392 19 1,000,000 16 1,548,200 25 325,677 5 2,650,452 42 ( 417,946) ( 7) 5,106,383 81 5,106,383 81 $ 6,337,775 100	D e c e m b e r 3 1 , 2 0 1 7 Amount % $ 2,331,573 37 - - 950,824 15 6,541 - 284,466 4 205 - 1,989,759 32 5,563,368 88 669,336 11 4,523 - 59,984 1 733,843 12 $ 6,297,211 100 $ 50,215 1 - - 626,238 10 167,965 3 89,448 1 17,211 - 9,174 - 960,251 15 407,913 7 1,368,164 22 1,000,000 16 1,548,200 24 266,848 4 2,439,676 39 ( 325,677) ( 5) 4,929,047 78 4,929,047 78 $ 6,297,211 100
	Amount $ 2,619,243 1,788,800 656,437 6,391 310,456 101 6,226 5,387,654 774,378 2,521 173,222 950,121 $ 6,337,775 $ 93,912 17,114 438,654 134,954 67,189 9,020 - 760,843 470,549 1,231,392 1,000,000 1,548,200 325,677 2,650,452 ( 417,946) 5,106,383 5,106,383 $ 6,337,775	Amount $ 2,331,573 - 950,824 6,541 284,466 205 1,989,759 5,563,368 669,336 4,523 59,984 733,843 $ 6,297,211 $ 50,215 - 626,238 167,965 89,448 17,211 9,174 960,251 407,913 1,368,164 1,000,000 1,548,200 266,848 2,439,676 ( 325,677) 4,929,047 4,929,047 $ 6,297,211
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1200 Other receivables 130X Inventories, net 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1600 Property, plant and equipment 1840 Deferred income tax assets 1900 Other non - current assets 15XX Total non-current assets 1XXX Total assets Liabilities and equity
Current liabilities 2100 Short-term borrowings 2130 Current contract liabilities 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred income tax liabilities 2XXX Total liabilities Equity Equity attributable to owners of parent Share capital 3110 Share capital Capital surplus 3200 Capital surplus Retained earnings 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to owners of parent 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the reporting period 3X2X Total liabilities and equity

Chairman: Chien-Leng Wu CEO: Yi-Ping Chen CFO: Rea Huang

LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Years ended December 31

Assets	2018		%
		(
4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment gain 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8361 Exchange differences on translation of foreign operations 8300 Other comprehensive loss, net of income tax 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of parent Comprehensive income attributable to: 8710 Owners of parent 9750 Basic earnings per share (in dollars) 9850 Diluted earnings per share (in dollars)			100 77) 23 3) 1) 2) - 6) 17 - - - - 17 5) 12 1) 1) 11 12 11 9.24 9.23

		( ( (
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The accompanying notes are an integral part of these consolidated financial

Chairman: Chien-Leng Wu CEO: Yi-Ping Chen CFO: Rea Huang

LIDA HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

		LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
		FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (Expressed in thousands of New Taiwan dollars)
E q u i	t y	a t	t r i b u	t a b	l e t o	o	w n e r s	o f	t h e	p a r e	n t
						R e t a i n e d		E a r n i n g s		Financial statements
		Share capital						Unappropriated		translation differences
	Notes-common stock			Capital surplus		Special reserve		retained earnings		of foreign operations T o t a l e q u i t y
For the year ended December 31,2017
Balance at January 1, 2017		$	1,000,000	$	1,548,200	$	-	$	2,582,641	($	266,848 )	$	4,863,993
Profit for the year			-		-		-		923,883		-		923,883
Other comprehensive income (loss) for the year			-		-		-		-	(	58,829 )	(	58,829 )
Total comprehensive income (loss) for the year			-		-		-		923,883	(	58,829 )		865,054
Distribution of 2016 earnings:	6(14)
Special reserve			-		-		266,848	(	266,848 )		-		-
Cash dividends			-		-		-	(	800,000 )		-	(	800,000 )
Balance at December 31, 2017		$	1,000,000	$	1,548,200	$	266,848	$	2,439,676	($	325,677 )	$	4,929,047
For the year ended December 31,2018
Balance at January 1, 2018		$	1,000,000	$	1,548,200	$	266,848	$	2,439,676	($	325,677 )	$	4,929,047
Profit for the year			-		-		-		769,605		-		769,605
Other comprehensive income (loss) for the year			-		-		-		-	(	92,269 )	(	92,269 )
Total comprehensive income (loss) for the year			-		-		-		769,605	(	92,269 )		677,336
Distribution of 2017 earnings:	6(14)
Special reserve			-		-		58,829	(	58,829 )		-		-
Cash dividends			-		-		-	(	500,000 )		-	(	500,000 )
Balance at December 31, 2018		$	1,000,000	$	1,548,200	$	325,677	$	2,650,452	($	417,946 )	$	5,106,383

u Chairman: Chien-Leng Wu CEO: Yi-Ping Chen CFO: Rea Huang

LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CACH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated profit before tax for the period Adjustment to reconcile profit before income tax to net cash provided by operating activities Income and expenses having no effect on cash flows Depreciation expenses Rent expense Expected credit impairment gain Gains on doubtful debt recoveries Losses on disposal of property, plant and equipment Impairment loss on non-financial assets Interest income Interest expense Changes in operating assets and liabilities Changes in operating assets Accounts receivable Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Contract liabilities - current Accounts payable Other payables Provisions for liabilities - current Other current liabilities Cash generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Decrease in financial assets at amortized cost Increase in other current assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in prepayments for equipment Acquisition of land access rights Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	N o t e s 6(6)(19) 6(8) 12(2) ( 6(2) 6(17) 6(17) 6(16) ( 6(18) ( ( ( ( ( ( 6(24) ( 6(17) ( ( ( ( ( (	N o t e s 6(6)(19) 6(8) 12(2) ( 6(2) 6(17) 6(17) 6(16) ( 6(18) ( ( ( ( ( ( 6(24) ( 6(17) ( ( ( ( ( (	(Expressed in thousands of New Taiwan dollars) 2 0 1 8 2 0 1 7 $ 1,189,230 $ 1,390,411 58,773 32,596 3,018 820 188 ) - - ( 480 ) 282 158 61,273 - 43,604 ) ( 37,250 ) 3,747 2,668 280,624 ( 35,173 ) 150 3,043 32,804 ) ( 33,334 ) 104 ( 43 ) 8,897 ( 11,772 ) 7,940 - 187,584 ) 56,478 6,558 ) ( 11,249 ) 8,191 ) 640 - 2,345 1,335,109 1,359,858 43,604 35,837 3,747 ) ( 2,668 ) 383,700 ) ( 365,988 ) 991,266 1,027,039 148,478 - - ( 372,080 ) 235,834 ) ( 240,104 ) 139 2,232 107 ) ( 21,808 ) 142,364 ) - 229,688 ) ( 631,760 ) 45,601 ( 45,650 ) 500,000 ) ( 800,000 ) 454,399) ( 845,650 ) 19,509) ( 71,341 ) 287,670 ( 521,712 ) 2,331,573 2,853,285 $ 2,619,243$ 2,331,573
			$ 1,189,230 58,773 3,018 188 ) - ( 282 61,273 43,604 ) ( 3,747 280,624 ( 150 32,804 ) ( 104 ( 8,897 ( 7,940 187,584 ) 6,558 ) ( 8,191 ) - 1,335,109 43,604 3,747 ) ( 383,700 ) ( 991,266 148,478 - ( 235,834 ) ( 139 107 ) ( 142,364 ) 229,688 ) ( 45,601 ( 500,000 ) ( 454,399) ( 19,509) ( 287,670 ( 2,331,573 $ 2,619,243

Chairman: Chien-Leng Wu CEO: Yi-Ping Chen CFO: Rea Huang

Attachment 4

LIDA HOLDINGS LIMITED

Table of Distribution of 2018 earnings

		Unit: TW$
Item	Amount	Remarks
Beginning retained earnings add: 2018 annual net profit after-tax Designated item Special reserve Distributable net profit Distribution item Cash dividend to shareholders-$2.3 per share Share dividend to shareholders-$1.6 per share Unappropriated retained earnings	1,880,847,061 769,605,156 ( 92,269,173) 2,558,183,044 ( 230,000,000) ( 160,000,000) 2,168,183,044	Allotment per share is $3. 9

Note 1: Earnings distribution is prioritized by 2018 unappropriated retained earnings.

Chairman: Chien-Leng Wu CEO: Yi-Ping Chen CFO: Rea Huang

Attachment 5

LIDA HOLDINGS LIMITED

Com arison Table for Memorandum and Articles of Association p

Article	Current Provisions		Proposed Amendments	Explanations
Article 7	This article is new 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 accordance with the announcement(No. 1071703794 of second listing of TWSE) issued by the Taiwan Stock Exchange(TWSE) on November 30, 2018, amended the “Checklist for the protection of shareholders' rights and interests of foreign issuers” (hereafter referred to as “the check list of protection of shareholders' rights on November 30, 2018” ), amended the Memorandum of the company, added Article 7, and the sequence of the terms is extended accordingly.
Article 7	Added item 4.		(4) The Company shall neither issue Shares without par value nor convert its Shares from	Added Article 7, item 4, based on the check list ofprotection of

Article	Current Provisions	Proposed Amendments	Explanations
		Shares with par value to Shares without par value.	shareholders' rights on November 30,2018.
Article 8	(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to subsection (a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless the Commission, the Emerging Market, the TPEx and/or the TWSE (where applicable) considers such public offering unnecessary or inappropriate.	(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to subsection (a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless(i) the Commission, the Emerging Market, the TPEx and/or the TWSE (where applicable) considers such public offering unnecessary or inappropriateor (ii) the Applicable Listing Rules provide otherwise.	Based on Taiwan’s laws and regulations to adjust the terms, to avoid doubts.
Article 18	Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall	Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall be made available at its Shareholder Service Agent’s office in the R.O.C.The Board or any other	In order to comply with the checklist for shareholders' rights protection on November 30, 2018, the provisions of the latter paragraph of Article 18 are added.

Article	Current Provisions	Proposed Amendments	Explanations
	be made available at its Shareholder Service Agent’s office in the R.O.C.	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.
Article 28	(2) During the Relevant Period, subject to the Law, for the purposes of (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; and (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof, the Board shall fix the period that the Register shall be closed for transfers at least for a period of sixty (60) days before the date of each annual general meeting, thirty (30) days before the date of each extraordinary general meeting and five (5) days before the target date for a dividend, bonus or other distribution. For the purpose of calculating the abovementioned period, the respective convening date of the general meeting or the relevant target date shall be included.	(2) During the Relevant Period, subject to the Law, for the purposes of (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; and (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof, the Board shall fix the period that the Register shall be closed for transfers(the“Book Closure Period”) at least for a period of sixty (60) days before the date of each annual general meeting, thirty (30) days before the date of each extraordinary general meeting and five (5) days before the target date for a dividend, bonus or other distribution. For the purpose of calculating theBook Closure Period,the respective convening date of the general meeting or the relevant target date shall be included.	To unify the terms, adjust the text appropriately.
Article 32	Any one or more Member(s) holding at least three percent (3%) of the issued and outstanding Shares of the Company for	(1)Any one or more Member(s) holding at least three percent (3%) of thetotal issued Shares of the Company for a period of one year or a longer	In order to comply with the check list of protection of shareholders' rights on November 30,2018,the

Article Current Provisions Proposed Amendments Explanations a period of one year or a longer time may, time may, by depositing the requisition notice provisions of Item 2 and 3 of by depositing the requisition notice specifying the proposals to be resolved and the Article 32 were added. The specifying the proposals to be resolved reasons, request the Board to convene an and the reasons, request the Board to extraordinary general meeting. If the Board does original Article 32 is also adjusted convene an extraordinary general not give notice to Members to convene such to Article 32, Item 1. In addition, meeting. If the Board does not give meeting within fifteen (15) days after the date of based on Taiwan’s laws and notice to Members to convene such the requisition notice, the proposing Member(s) regulations to adjust the terms, to meeting within fifteen (15) days after the may convene a general meeting. date of the requisition notice, the avoid doubts proposing Member(s) may convene a (2) Any one or more Member(s) continuously general meeting. 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 Shares held by such Member or Members and the holding period of which such Member or Members 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

Article	Current Provisions	Proposed Amendments	Explanations
		Company may also, for the benefit of the Company, call a general meeting when it is deemed necessary.
Article 36	The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents: (a) any election or removal of Director(s); (b) any alteration of the Memorandum and/or these Articles; …(Omitted)	The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents; 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) any election or removal of Director(s); (b) any alteration of the Memorandum and/or these Articles; (c) any capital reduction or compulsory purchase and cancellation of Shares pursuant to Paragraph (1) of Article 24; (d) applying for the approval of ceasing the status as a public company;…(Omitted)	In order to comply with the check list of protection of shareholders' rights on November 30, 2018, the latter part of the provisions of Article 36 and paragraphs (c) and (d) of the article are added. And the sequence of the terms is extended accordingly.
Article 40	(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issuedand outstanding Shares of the Company may submit to the Company not more than one proposal in writing for resolution at an annual general meeting; provided that only one matter shall be allowed	(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issued Shares of the Company may submit to the Company not more than one proposal in writingor by way of electronic transmission for resolution at an annual general meeting.	In order to comply with the check list of protection of shareholders' rights on November 30, 2018, amended the provisions of Article 40, Items 1 and 4, and added Item 5 of Article 40. The original Article 40, Item 5 is also adjusted to item 6.

Article		Current Provisions		Proposed Amendments	Explanations
		in a single proposal, the number of words therein contained shall not be more than three hundred (300), and the matter of such proposal may be resolved by a general meeting, or otherwise such proposal shall not be included in the agenda. (4) The Boardmay exclude a proposal submitted by Member(s) if: (a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles; (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issuedand outstanding Shares in the Register upon commencement of the period in which the Register is closed for transfers before the relevant annual general meeting of the Company; or (c) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals.		(4) The Board shall include a proposal submitted by Member(s) unless: (a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles; (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued Shares in the Register upon commencement of the period in which the Register is closed for transfers before the relevant annual general meeting of the Company; (c) the proposal contains more than one matter; (d) the proposal contains more than three hundred (300) words; or (e) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals. (5) If a proposal submitted by Member(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	In addition, based on Taiwan’s laws and regulations to adjust the terms, to avoid doubts.

Article	Current Provisions	Proposed Amendments	Explanations
		circumstances set forth in the preceding Paragraph (4) of this Article applies.
Article 46	Added Item 1, Paragraph (t).	(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution: … (t) apply for the approval of ceasing the status as a public company.	Added Article 46, item 1, paragraph (t), based on the check list of protection of shareholders' rights on November 30,2018.
Article 48	(2) In the event any part of the Company’s business is involved in any Spin-Off, Merger or Consolidation, a Member, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing before the relevant vote, may request the Company to purchase all of his Shares at the then prevailing fair price in accordance with the Law. (3) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Paragraphs (1) or (2) of this Article fail to reach agreement on the purchase price within sixty (60) days following the date of the resolution, the Member may, within thirty (30) days after such sixty (60) days period, file a petition to the R.O.C. Courts if and to the extentpermitted	(2) In the event any part of the Company’s business is involved in any Spin-Off, Merger or Consolidation, a Member, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writingor orally with an entry to that effect in the minutes of the meeting before the relevant vote, may request the Company to purchase all of his Shares at the then prevailing fair price in accordance with the Law. (3) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Paragraphs (1) or (2) of this Article fail to reach agreement on the purchase price within sixty (60) days following the date of the resolution, the Member may, within thirty (30) days after such sixty (60) days period, file a petition to the R.O.C. Courts if and to the extent permitted under the Law, for a ruling on the appraisal price.However, for the purpose of protecting rights of the dissenting Member, the	Adjust the terms and add the latter part of provisions of Item 3 of Article 48, to enable the company to implement relevant procedures in accordance with the Taiwan law and regulations, to protect shareholders' rights and interests.

Article	Current Provisions	Proposed Amendments	Explanations
	under the Law, for a ruling on the appraisal price.	Company may elect to act in accordance with the laws of place where the securities of the Company are registered or listed.
Article 68	(2) Without prejudice to other provisions of these Articles, theCompany mayby an Ordinary Resolution put all Directors for re-election before the expiration of the term of office of such Directors. Inthis event, if it is not specified in such resolution that the existing Directors will not retire until the expirationdate oftheir terms of office or other specified date, they shall be deemed to have retired on the date of such resolution,subject to the successful election of the new Directors at the same meeting	(2) Without prejudice to other provisions of these Articles, theDirectors maybe putup for re- electionat any time before the expiration of the term of office of such Directors. Inthe event where all Directors are subject for re-election at a general meeting before the expiration of the term of officeof such Directors,subject to the successful election of the new Directors at the same meeting, the term of office of all current Directors is deemed to have expired on the date of the re-election if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office or any other date as otherwise resolved by the Members at the general meeting.	In order to comply with the check list of protection of shareholders' rights on November 30, 2018, amended the provisions of Item 2 of Article 68, and adjusted the terms as appropriate.
Article 83	(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically: (a) commits a felony (including but not limitingto an offence under Statute for	(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically: (a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.)and has	In order to comply with the check list of protection of shareholders' rights on November 30, 2018, amended the provisions of paragraphs (a), (b), (c), (d) and (f) of Item 1 of Article 83, and adjusted the terms as appropriate.

Article		Current Provisions		Proposed Amendments	Explanations
		Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, 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 year for commitment of fraud, breach of trust or misappropriation, and the time elapsed after he has served the full term of such sentence is less than two (2) years; (c) has been convicted of misappropriating public funds during thetime of his public service,and the time elapsed after he has served the full term ofsuch sentence is less than two (2) years; (d) becomes bankrupt under the laws of any jurisdiction and has not been reinstated to his rights and privileges; (e) has allowed cheques and other negotiable instruments to be dishonoured and the records thereof have not been cancelled or expunged by the relevant regulatory authorities;		been convicted thereof, 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 pardon is less than five (5) years; (b) has beenimposed a final sentence involving imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation,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; (c) has beenimposed a final sentence due to violation of theAnti-corruption Act,andhas not started serving the sentence, has not completed serving the sentence, orthe time elapsed aftercompletion of serving the sentence, expiration ofthe 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; (e) has allowed cheques and other negotiable instruments to be dishonoured and the records	In addition, in accordance with the amendments of Article 28 of the Articles of Association and adjust the text appropriately to unify the terms.

Article		Current Provisions		Proposed Amendments	Explanations
		(f) dies orhas no or is limited in legal capacity according to the Law and/or Applicable Listing Rules;… (Omitted) (3) During the Relevant Period, if a Director (other than Independent Director), (i) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held by such Director at the time of his election or, (ii) within the closing period fixedby the Board in accordance with Article 28(2) prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of theclosing period,his election as a Director shall be deemed invalid and void.		thereof have not been cancelled or expunged by the relevant regulatory authorities; (f) dies oran order has been made by any competent court or authority on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and such order has not been revoked, or his legal capacity is restricted according to the applicable laws;… (Omitted) (3) During the Relevant Period, if a Director (other than Independent Director), (i) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held by such Director at the time of his election or, (ii) within theBook Closure Period fixed prior to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of theBook Closure Period,his election as a Director shall be deemed invalid and void.
Article 86		Subject to the Law, one or more Members holdingthree percent (3%) or more of the total number of the		Subject to the Law, one or more Members holding one percent (1%) or more of the total number of the outstanding Shares continuously for a period	In order to comply with the check list of protection of shareholders' rights on November 30,2018,

Article	Current Provisions		Proposed Amendments	Explanations
	outstanding Shares continuously for a period ofone (1) year or more may request in writing any Independent Director of the Audit Committee to file, on behalf of the Company, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C. In case the Independent Director fails to file such action within thirty (30) days after receipt of such request, to the extent permitted under the laws of the Cayman Islands, the Members making such request may file the action for the Company.		ofsix (6) months or more may request in writing any Independent Director of the Audit Committee to file, on behalf of the Company, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C. In case the Independent Director fails to file such action within thirty (30) days after receipt of such request, to the extent permitted under the laws of the Cayman Islands, the Members making such request may file the action for the Company.	amended the provisions of Article 86.
Article 91	A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. Any Director who bears a personal interest that mayconflict with and impair the		A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. 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	In order to comply with the check list of protection of shareholders' rights on November 30, 2018, amended the provisions of Article 91.

Article	Current Provisions		Proposed Amendments	Explanations
	interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.		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. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.
Article 107	The Board shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent’s office in the R.O.C. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access toinspect and to make copies of the above documents.		During the Relevant Period, theBoard shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent’s office in the R.O.C. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access toinspecting, transcribing and making copies of the above documents; the Company shall make	In order to comply with the check list of protection of shareholders' rights on November 30, 2018, amended the provisions of Article 107.

Article	Current Provisions		Proposed Amendments	Explanations
			Shareholder Service Agent provide the above documents.

The English version of the revised memorandum and articles of association of the Company shall be taken as final; if only the text of the company's memorandum and the translation of the articles of association is adjusted, it will not be listed.

Attachment 6

LIDA HOLDINGS LIMITED

Comparison Table for Rules of the Procedure for Shareholders

Meetings

No.	Current Provisions		Proposed Amendments		Explanations
Article 5	Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. The convening of the shareholders' meeting shall prepare a discussion manual and be notified the shareholders 30 days before. For the shareholders who hold less than one thousand registered shares, they can be notified through the Market Observation Post System 30 days before. The convening of the temporary shareholders' meeting shall be notified the shareholders15 days before. For those shareholders who hold less than one thousand registered shares of the shares, they can be notified through the Market Observation Post System 15 days before. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-		Unless otherwise provided by law, regulation and Article of Association,this Corporation's shareholders meetings shall be convened by the board of directors. The board of directors or other conveners who will convene a shareholder meeting are able to request a shareholder list. The convening of the shareholders' meeting shall prepare a discussion manual and be notified the shareholders 30 days before. For the shareholders who hold less than one thousand registered shares, they can be notified through the Market Observation Post System 30 days before. The convening of the temporary shareholders' meeting shall be notified the shareholders15 days before. For those shareholders who hold less than one thousand registered shares of the shares, they can be notified through the Market Observation Post System 15 days before. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the		1. The board of directors or other conveners who will convene a shareholder meeting are able to request a shareholder list. 2. Add reduced capital, forced to buy back company shares and application to stop public offering to the statement. 3. Add the instruction of call notification. 4. Amend documents to comply with the checklist for shareholders' rights protection on

No.	Current Provisions		Proposed Amendments	Explanations
	2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting		dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. Its main content should be placed on the website of the Republic of China Securities or the company's designated website, and the website shall be stated in the convening notice of the meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. In addition, the proposals submitted by the shareholders shall be accepted, except the one of the circumstances of the Item 4 of Article 172 of the Company Act. However, if the proposal is to urge the company to promote public interest or to fulfill social responsibilities, even it is in one of the circumstances of the Item 4 of Article 172 of the Company Act, the board of directors still has to accepted and list it as one of the proposals. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.	November 30, 2018. In addition, based on Taiwan’s laws and regulations to adjust the terms, to avoid doubts.

No.	Current Provisions	Proposed Amendments	Explanations
	notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Shall make an uninterrupted audio and video recording of the registration procedure through the whole shareholders meeting. The recorded materials shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.	Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Shall make an uninterrupted audio and video recording of the registration procedure through the whole shareholders meeting. The recorded materials shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

No.		Current Provisions		Proposed Amendments	Explanations
Article 10		The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent more than a half the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative		The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent more than a half the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than a half of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened	According to the Article of Association, there should be at least half of the total of issued shares shareholders attended, and the meeting can be held. Therefore, the provisions about tentative resolution of Taiwan Company Act are not applicable. To avoid doubts, the provisions of the shareholders' meeting were revised in accordance with the articles of association and deleted the relevant provisions about tentative resolution.

No.		Current Provisions		Proposed Amendments	Explanations
		resolution and another shareholders meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent more than a half of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.		within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent more than a half of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 22		These rules are implemented after the approval of the shareholders' meeting, and the same applies when the amendments are made. This rule was made on February 19th, 2014.		These rules are implemented after the approval of the shareholders' meeting, and the same applies when the amendments are made. This rule was made on February 19th, 2014. This rule was first revised on June 13th, 2019.	Add revision date

Attachment 7

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures of election of directors

No.	Current Provisions		Proposed Amendments	Explanations
Article 5	The total seats of directors of the company shall follow the term in the articles of association of the company. The board of directors or any shareholder of the company may recommend candidates as a reference for the election of directors and supervisors. When the government or legal person is a shareholder of the company, its representative shall not be elected or act as a director and supervisor of the company, except those approved by the competent authority. Except for the approval of the competent authority, there should not be more than half of the directors have one of the following relationships: First, the spouse. Second, relatives within two degrees of kinship. During the shareholder meeting for the election of directors, if the original candidate does not meet the previous two requirements, the elected director shall be determined according to the following provisions: 1. If the directors do not meet the requirements, if		The total seats of directors of the company shall follow the term in the articles of association of the company.During the period of listing (the definition is as detailed as the Articles of Association of the Company), the election of directors of the Company shall be in accordance with the procedures of nomination for candidates (as Article 192-1 of the Taiwan Companies Law), unless there are other regulations. The documents to prove the qualifications shall not be required arbitrarily, and the list of candidates for directors and their academic qualifications and experience shall be announced. The shareholders shall elect the directors from the list of candidates. When the government or legal person is a shareholder of the company, its representative shall not be elected or act as a director and supervisor of the company, except those approved by the competent authority. If the directors are dismissed for any reason, and the member of the directors is less than five, the company shall make a by-election at the most	Amend documents to comply with the checklist for shareholders' rights protection on November 30th, 2018.

No.	Current Provisions		Proposed Amendments	Explanations
	the votes of the directors who do not meet the requirements are lower, the election will be invalid.		recent shareholder meeting. However, if the member of the directors is less than one-third of the requirement of the articles of association, the company shall convene temporary shareholders' meeting for by-election within 60 days from the date of the fact. During the listing period, the member of independent directors is less than the first item of Article 14-2 of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings of Securities Listings or Taiwan Stock Exchange Listing Review or the paragraph 8 of item 1 of article 10 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx; when the independent directors are dismissed, the company shall convene temporary shareholders' meeting for by-election within 60 days from the date of the fact. Except for the approval of the competent authority, there should not be more than half of the directors have one of the following relationships: First, the spouse. Second, relatives within two degrees of kinship. During the shareholder meeting for the election of directors,if the original candidate does not meet the

No.	Current Provisions		Proposed Amendments	Explanations
			previous two requirements, the elected director shall be determined according to the following provisions: 1. If the directors do not meet the requirements, if the votes of the directors who do not meet the requirements are lower,the election will be invalid.
Article 15	These rules are implemented after the approval of the shareholders' meeting, and the same applies when the amendments are made. This rule was made on February 19th, 2014.		These rules are implemented after the approval of the shareholders' meeting, and the same applies when the amendments are made. This rule was made on February 19th, 2014. This rule was first revised on June 13th, 2019.	Add revision date

Attachment 8

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures for acquisition or disposal

No.	Current Provisions		Proposed Amendments	Explanations
Article 2	Definition of Asset The term "assets" as used in these Regulations includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property, right-of-use assets and construction enterprise inventory) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 6. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of		Definition of Asset The term "assets" as used in these Regulations includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Right-of-use assets. 6. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7. Derivatives. 8. Assets acquired or disposed of in connection with	Added in accordance with the regulations 1. Coordinate with the provisions of International Financial Reporting Standard 16, added Article 5 and moved the current Article 2 “Right-of- use assets” to Article 5. 2. Current Article 2 moved to Article 8; current Article 6 moved to Article 9.

No.	Current Provisions		Proposed Amendments	Explanations
	shares in accordance with law. 7. Derivatives. 8. Other major assets.		mergers, demergers, acquisitions, or transfer of shares in accordance with law. 9. Other major assets
Article 3	Noun definition: 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" does not include insurance contracts, performance contracts, after- sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. 2. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.		Noun definition: 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived froma specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable;or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. 2. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authorityis	Added in accordance with the regulations. 1. In accordance with the definition of Financial Instruments, No. 9 of the International Financial Reporting Standards, the scope of the first paragraph, the derivatives of this standard, shall be amended and revised the text appropriately. 2. Added paragraph 1 to 3 of article 10, clearly define a person under any of the circumstances may not serve as the relevant experts.

No.	Current Provisions	Proposed Amendments	Explanations
	3. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or fixed assets. 4. Subsidiary: Refers to the provisions of Article 27 of the IFRSs. 5. Within the preceding year: Refers to the year preceding the date of occurrence of the current transaction. Items for which announcement in accordance with the provisions of this procedure have been obtained need not be counted toward the transaction amount. 6. Recent financial statement: Refers to the financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant before the acquisition and disposal of Assets. 7. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts,	required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. 3. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or fixed assets. 4. Subsidiary: Refers to the provisions of Article 27 of the IFRSs. 5. Within the preceding year: Refers to the year preceding the date of occurrence of the current transaction. Items for which announcement in accordance with the provisions of this procedure have been obtained need not be counted toward the transaction amount. 6. Recent financial statement: Refers to the financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant before the acquisition and disposal of Assets. 7. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or

No.	Current Provisions	Proposed Amendments	Explanations
	or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act. 8. Related party: As defined in Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 9. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 10. Based on the procedure, professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction.	acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3of the Company Act. 8. Related party or subsidiary: Asidentifiedin the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 9. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 10. Based on the procedure, professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinionsshall meet the following requirements:

No.	Current Provisions		Proposed Amendments	Explanations
			1) May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2) May not be a related party or de facto related party of any party to the transaction. 3) If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

No.	Current Provisions	Proposed Amendments	Explanations
Article 4	Procedure of the Acquisition and Disposal of real property and equipment 1. Procedure of appraisal and operation The acquisition and disposal of real property and equipment needs to follow the instruction of company's internal control system of fixed assets cycle procedure. 2. Procedure of decision of transaction term 1) To acquire or dispose real property, should refer to the announced present value of the, the appraised value, the actual transaction price of the neighboring real property, etc., and the transaction conditions and transaction price shall be determined, and an analysis report shall be submitted to the chairman. If the amount is less than NT$50 million, it should be submitted to the chairman for approval; if it exceeds NT$50 million, it must be approved by the board of directors. 2) To acquire or dispose equipment, should choose on from inquiry, price comparison, bargaining or bidding. If the amount is less than NT$50 million, it shall be submitted to the Chairman for approval; if it exceeds NT$50 million, it must be approved by the board of directors. 3. The units responsible for implementation When the company acquire or dispose real property or equipment, it shall be subject to the verification of	Procedure of the Acquisition and Disposal of real property, equipmentand right-of-use assets. 1. Procedure of appraisal and operation The acquisition and disposal of real property, equipment and right-of-use assets needs to follow the instruction of company's internal control system of fixed assets cycle procedure. 2. Procedure of decision of transaction term 1) To acquire or dispose real property and right- of-use assets,should refer to the announced present value of the, the appraised value, the actual transaction price of the neighboring real property, etc., and the transaction conditions and transaction price shall be determined, and an analysis report shall be submitted to the chairman. If the amount is less than NT$50 million, it should be submitted to the chairman for approval; if it exceeds NT$50 million, it must be approved by the board of directors. 2) To acquire or dispose equipment and right-of- use assets,should choose on from inquiry, price comparison, bargaining or bidding. If the amount is less than NT$50 million, it shall be submitted to the Chairman for approval; if it exceeds NT$50 million, it must be approved by	Added in accordance with the regulations and revised the text appropriately.

No.	Current Provisions		Proposed Amendments	Explanations
	the prior approval authority, and execute by relevant purchasing department, administration department. 4. Obtain evaluation reports of assets In acquiring or disposing of real property or equipment thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors. 2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all		the board of directors. 3. The units responsible for implementation When the company acquire or dispose real property or equipment or right-of-use assets,it shall be subject to the verification of the prior approval authority, and execute by relevant purchasing department, administration department. 4. Obtain evaluation reports of assets In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance bythe board

No.	Current Provisions		Proposed Amendments	Explanations
	the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: I. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. II. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. 4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. 5. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 11, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report	of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: I. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. II. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. 4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract

No.	Current Provisions		Proposed Amendments	Explanations
	from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 6. Where the company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.		execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. 5. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 11, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 6. Where the company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
Article 6	Procedure of the Acquisition and Disposal of memberships or intangible assets 1. Procedure of appraisal and operation The acquisition and disposal of memberships or intangible assets needs to follow the instruction of company's internal control system of fixed assets cycle procedure. 2. Transaction process and the degree of authority delegated 1) To acquire or dispose memberships, should		Procedure of the Acquisition and Disposal of memberships or intangible assets or right-of-use assets 1. Procedure of appraisal and operation The acquisition and disposal of memberships or intangible assetsor right-of-use assets needs to follow the instruction of company's internal control system of fixed assets cycle procedure. 2. Transaction process and the degree of authority delegated	Added in accordance with the regulations

No.	Current Provisions			Proposed Amendments	Explanations
	refer to the market fair market price, and the transaction conditions and transaction price shall be determined, and an analysis report shall be submitted to the general manager. If the amount is less than 1% of the paid-up capital or less than NT$3 million, it should be submitted to the general manager for approval and should be reported in the latest board meeting afterwards; if it exceeds NT$3 million, it must be approved by the board of directors. 2) To acquire or dispose intangible assets, should refer to the market fair market price, and the transaction conditions and transaction price shall be determined, and an analysis report shall be submitted to the chairman. If the amount is less than 10% of the paid-up capital or less than NT$20 million, it should be submitted to the chairman for approval and should be reported in the latest board meeting afterwards; if it exceeds NT$20 million, it must be approved by the board of directors. 3. The units responsible for implementation When the company acquire or dispose real memberships or intangible assets, it shall be subject to the verification of the prior approval authority and execute by relevant financial department or administration department. 4. Obtain evaluation reports of assets memberships or intangible assets		1) To acquire or dispose memberships, should refer to the market fair market price, and the transaction conditions and transaction price shall be determined, and an analysis report shall be submitted to the general manager. If the amount is less than 1% of the paid-up capital or less than NT$3 million, it should be submitted to the general manager for approval and should be reported in the latest board meeting afterwards; if it exceeds NT$3 million, it must be approved by the board of directors. 2) To acquire or dispose intangible assets or right-of-use assets,should refer to the market fair market price, and the transaction conditions and transaction price shall be determined, and an analysis report shall be submitted to the chairman. If the amount is less than 10% of the paid-up capital or less than NT$20 million, it should be submitted to the chairman for approval and should be reported in the latest board meeting afterwards; if it exceeds NT$20 million, it must be approved by the board of directors. 3. The units responsible for implementation When the company acquire or dispose real memberships or intangible assets or right-of-use assets,it shall be subject to the verification of the prior approval authority and execute by relevant financial department or administration department. 4. Obtain evaluation reports of memberships

No.	Current Provisions	Proposed	Amendments	Explanations
	Where the company acquires or disposes of intangible assets thereof or memberships or the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF。 5. The calculation of the transaction amounts shall be done in accordance with Article 11, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	or intangible assetsor right-of-use assets Where the company acquires or disposes of intangible assetsor right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. 5. The calculation of the transaction amounts shall be done in accordance with Article 11, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 7 Items 2 and 3	2. Procedure of appraisal and operation When the company intends to acquire or dispose of real property thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from	2. Procedure of appraisal and operation When the company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-		Added in accordance with the regulations and revised the text appropriately.

No.	Current Provisions	Proposed Amendments	Explanations
	or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by more than half of all audit committee members and submitted to the board of directors for a resolution: 1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2) The reason for choosing the related party as a transaction counterparty. 3) With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3 and paragraph 4 of item 3 of this article. 4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.	use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by more than half of all audit committee members and submitted to the board of directors for a resolution: 1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2) The reason for choosing the related party as a transaction counterparty. 3) With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3 and paragraph 4 of item 3 of this article. 4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

No.	Current Provisions		Proposed Amendments	Explanations
	5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund’s utilization. 6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7) The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 11, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. 8) Restrictive covenants and other important stipulations associated with the transaction. 3. Reasonableness of the transaction costs 1) The company that acquires real property thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: I. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases theproperty;provided,	5) 6) 7) 8) 3. 1)	Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund’s utilization. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 11, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. Restrictive covenants and other important stipulations associated with the transaction. Reasonableness of the transaction costs The company that acquires real propertyor right- of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: I. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry

No.	Current Provisions		Proposed Amendments	Explanations
	it may not be higher than the maximum non- financial industry lending rate announced by the Ministry of Finance. II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2) Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. 3) The company that acquires real property thereof from a related party and appraises the cost of the real property thereof in accordance with paragraph 1 and paragraph 2 of item 3 of this article and shall also engage a CPA to check the appraisal and render a specific opinion. 4) Where the company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance	2) 3) 4)	lending rate announced by the Ministry of Finance. II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.。 Where land and structures or right-of-use assets thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. The company that acquires real property or right-of-use assetsthereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with paragraph 1 and paragraph 2 of item 3 of this article and shall also engage a CPA to check the appraisal and render a specific opinion. Where the company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with

No.	Current Provisions	Proposed Amendments	Explanations
	with item 1 and item 2 of this article, and paragraph 1 to paragraph 3 of item 3 do not apply: I. The related party acquired the real property thereof through inheritance or as a gift. II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property thereof to the signing date for the current transaction. III. The real property is acquired through signing of a joint development contract with the related party 5) The appraisal of the company that acquires real property thereof from a related party conducted in accordance with paragraph 1 and paragraph 2 of item 3 of the article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 6 of item 3 of the article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: I. Where the related party acquired undeveloped land or leased land for development, it may	item 1 and item 2 of this article, and paragraph 1 to paragraph 3 of item 3 do not apply: I. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction. III. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land. IV. The real property right-of-use assets for business use are acquired by the company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. 5) The appraisal of the company that acquires real propertyor right-of-use assets thereof from a related party conducted in accordance with paragraph 1 and paragraph 2 of item 3 of the article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 6 of item 3 of the article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property

No.	Current Provisions	Proposed Amendments	Explanations
	submit proof of compliance with one of the following conditions: A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. B. Completed deals by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale practices. C. Completed leases by unrelated parties within the preceding year involving other floors of the same property valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor prices in accordance with standard property market leasing practices. II. Where the company acquiring real property from a related party provides evidence that the	appraiser and a CPA have been obtained, this restriction shall not apply: I. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. B. Completedtransactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale practices. C. Completed leases by unrelated parties within the preceding year involving other floors of the same property valued parcels of land, where the land area and transaction terms are similar after

No.	Current Provisions		Proposed Amendments	Explanations
	terms of the transaction are similar to the terms of completed deals involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. III. Completed deals involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned deal; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property thereof. 6) Where the company acquires real property thereof from a related party and the results of appraisals conducted in accordance with paragraph1 to 5 of item 3 of this article are uniformly lower than the transaction price, the following steps shall be taken: I. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Law against the difference between the real property transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. Where the company uses the equity method to account for its investment in another company, then the	6)	calculation of reasonable price discrepancies in floor prices in accordance with standard property market leasing practices. II. Where the company acquiring real property, or obtaining real property right-of-use assets through leasing,from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. III. Completedtransactionsinvolving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction;within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. Where the company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with paragraph1 to 5 of item 3 of this

No.	Current Provisions	Proposed Amendments	Explanations
	special reserve called for under Article 41, paragraph 1 of the Law shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company II. Audit committee shall comply with Article 218 of the Company Act. III. Actions taken pursuant to point 1 and 2 of paragraph 6 of item 3 of the article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus IV. The company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent. 7) When the company obtains real property thereof from a related party, it shall also comply with paragraph 6 of item 3 of the article if there is other evidence indicating that the acquisition was not an arm’s length transaction. 8) With respect to the acquisition or disposal of equipment thereof held for business use, when to be conducted between the company and its	article are uniformly lower than the transaction price, the following steps shall be taken: I. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Law against the difference between the real property or right- of-use assets transaction price and the appraised cost and may not be distributed or used for capital increase or issuance of bonus shares. Where the company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Law shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. II. Audit committee shall comply with Article 218 of the Company Act. III. Actions taken pursuant to point 1 and 2 of paragraph 6 of item 3 of the article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. IV. The company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leasedat a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or

No.	Current Provisions		Proposed Amendments	Explanations
	parent, the company's board of directors may pursuant to item 2 of the article delegate the board chairman to decide such matters when the transaction is within TW$20million and have the decisions subsequently submitted to and ratified by the next board of directors meeting.	7) 8)	the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission has given its consent. When the company obtains real property or right- of-use assets thereof from a related party, it shall also comply with paragraph 6 of item 3 of the article if there is other evidence indicating that the acquisition was not an arm’s length transaction. With respect to the acquisition or disposal of equipment or right-of-use assets or real property right-of-use assets thereof held for business use, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital,the company's board of directors may pursuant to item 2 of the article delegate the board chairman to decide such matters when the transaction is within TW$20million and have the decisions subsequently submitted to and ratified by the next board of directors meeting.
Article 10 Item 1 Paragraph 3 Points 1, 2	Segregation of Duties (1) Financial Department A Trader a. Responsible for the strategy of the entire company's financial commodity transactions. b. Traders should regularly calculate the position every two weeks, collect market	Segregation of Duties (1) Financial Department A Trader a. Responsible for the strategy of the entire company's financial commodity transactions. b. Traders should regularly calculate the position every two weeks, collect market		Added in accordance with the regulations

No.	Current Provisions	Proposed Amendments	Explanations
	information, conduct trend judgment and risk assessment, formulate operational strategies, and approve the transaction as the basis for trading.。 c. Execute the transaction based on the authorization authority and the established strategy. d. When there is a major change in the financial market and the trader judges that the established strategy is not applicable, the trader may submit an evaluation report at any time, re-plan the strategy. After approval by the general manager, as the basis for trading. B Accountant a. Execute transaction confirmation. b. Review whether the transaction is based on the authorization authority and the established strategy. c. Evaluate every month. Evaluation report is presented to the general manager. d. Deal with accounting affairs. e. Declaration and announcement in accordance with the regulations of the Securities and Futures Commission. C Settlement Officer: Implementation of settlement D Check authority of derivatives a. Check authority of hedge trades: All derivative goods transactions must be approved by the general manager. b. Other special-purpose transactions shall	information, conduct trend judgment and risk assessment, formulate operational strategies, and approve the transaction as the basis for trading.。 c. Execute the transaction based on the authorization authority and the established strategy. d. When there is a major change in the financial market and the trader judges that the established strategy is not applicable, the trader may submit an evaluation report at any time, re-plan the strategy. After approval by the general manager, as the basis for trading. B Accountant a. Execute transaction confirmation. b. Review whether the transaction is based on the authorization authority and the established strategy. c. Evaluate every month. Evaluation report is presented to the general manager. d. Deal with accounting affairs. e. Declaration and announcement in accordance with the regulations of the Securities and Futures Commission. C Settlement Officer: Implementation of settlement D Check authority of derivatives a. Check authority of hedge trades: All derivative goods transactions must be approved by the general manager. b. Other special-purpose transactions shall be

No.	Current Provisions		Proposed Amendments	Explanations
	be submitted to the board of directors for approval. c. The procedures for the acquisition or disposal of assets in accordance with the provisions of these Regulations shall be approved by the board of directors, if any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to audit committee. Besides, if the position of independent director has been created in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. The opinions and reasons for their consent or objection shall be recorded in the minutes of the meeting. (2) Audit department Periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading and analyze trading circle and prepare an audit report. And report to the board of directors when there is a material weakness.	submitted to the board of directors for approval. c. The procedures for the acquisition or disposal of assets in accordance with the provisions of these Regulations shall be approved by the board of directors, if any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to audit committee. Besides,the position of independent director has already been created in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. (2) Audit department Periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading and analyze trading circle and prepare an audit report. If any material violation is discovered, all supervisors shall

No.	Current Provisions		Proposed Amendments	Explanations
			be notified in writing.
Article 10, item3	Internal audit system A public company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading and prepare an audit report. If any material violation is discovered, supervisors shall be notified in writing.	Internal audit system A public company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading and prepare an audit report. If any material violation is discovered, audit committee and all supervisors shall be notified in writing.		Establish an audit committee to replace the position of supervisors
Article 11, item 1 and 2	1. The project shall be publicly announced and reported 1) Acquisition or disposal of real property thereof from or to a related party, or acquisition or disposal of assets other than real property thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises。 2) Merger, demerger, acquisition, or transfer	1. The project shall be publicly announced and reported 1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of- use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.		Added in accordance with the regulations and revised the text appropriately.

No.	Current Provisions	Proposed Amendments	Explanations
	of shares. 3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 4) Where an asset transaction other than any of those referred to in the preceding three subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: I. Trading of government bonds. II. Where done by professional investors—securities trading on domestic or foreign securities exchanges or OTC markets, or securities firm subscribed in the primary market and subscribed by regulation. III. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. IV. Acquisition or disposal by the company in the construction business of real property thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount	2) Merger, demerger, acquisition, or transfer of shares. 3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 4) Where an asset transaction other than any of those referred to in the preceding three subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: I. Trading of domesticgovernment bonds. II. Where done by professional investors—securities trading on ~~domestic or foreign ~~securities exchanges or OTC markets, or subscription of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds. III. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities

No.	Current Provisions		Proposed Amendments	Explanations
	reaches NT$500 million. V. Acquisition or disposal by the company in the construction business of real property thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million VI. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction reaches NT$500 million. 2. Standards of Announcement and reporting 1) The amount of transactions of proceeding item 1 shall be calculated as follows: I. The amount of any individual transaction. II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. III. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals,	investment trust enterprises. IV. Acquisition or disposal by the company in the construction business of equipment or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million V. Acquisition or disposal by the company in the construction business of real propertyor right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million VI. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 2. Standards of Announcement and reporting 1) The amount of transactions of proceeding item 1 shall be calculated as follows:

No.	Current Provisions		Proposed Amendments	Explanations
	respectively) of real property or right- of-use assets thereof within the same development project within the preceding year. IV. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 2) "Within the preceding year" as used in the preceding paragraph refers to article 3, item 5.	I. The amount of any individual transaction. II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. III. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right- of-use assets thereof within the same development project within the preceding year. IV. (4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. 2) "Within the preceding year" as used in the preceding paragraph refers to article 3, item 5.
Article 14, item2	2. Investment Quota 1) The limit on the total amounts of real property or securities acquired by the company and each subsidiary for business use is 20 percent of the company's paid-in capital. 2) The limits on individual securities is NT$100 million.	2. Investment Quota 1) The limit on the total amounts of real property or right-of-use assets thereof or securities acquired by the company and each subsidiary for business use is 20 percent of the company's paid-in capital. 2) The limits on individual securities is NT$100 million.		Added in accordance with the regulations and revised the text appropriately.

No.	Current Provisions			Proposed Amendments	Explanations
Article 17, item3, 4	2. The position of independent director has been created. When the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3. This procedure was made on February 19th, 2014. This procedure was revised on June 13th, 2017.		2. 3.	The position of independent director has been created. When the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. The audit committee has been established in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution. If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit	1. The audit committee has been established, amended the procedure. 2. Add revision date

No.	Current Provisions		Proposed Amendments	Explanations
		4.	committee shall be recorded in the minutes of the board of directors meeting. The terms"all audit committee members" in this article and"all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. This procedure was made on February 19th, 2014. This procedure was firstrevised on June 13th, 2017. This procedure was second revised on June 13th, 2019.

Attachment 9

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures for Loaning Funds to Others	Comparison Table for The Procedures for Loaning Funds to Others
No.	Current Provisions Proposed Amendments Explanations

Comparison Table for The Procedures for Loaning Funds to Others	Comparison Table for The Procedures for Loaning Funds to Others	Comparison Table for The Procedures for Loaning Funds to Others	Comparison Table for The Procedures for Loaning Funds to Others
No.	Current Provisions	Proposed Amendments	Explanations
Article 4	The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares. But the amount limited to 100% of the company's net value. And the duration of loans and calculation of interest are pursuant to Article 5.	The restriction in paragraph 1, subparagraph 2 shall not apply to inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares; or the oversea companies engaged in the company’s loan.But the amount limited to 100% of the company's net value. And the duration of loans and calculation of interest arepursuant to Article 5.	Added and revised in accordance with the regulations.
Article 5	The restriction in the preceding 3 items shall not apply to inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares. However, the duration of the loans shall not be longer than 7 years.	The restriction in the preceding 3 items shall not apply to inter-company loans of funds between overseas companies in which the company holds, directly or indirectly, 100% of the voting shares; or the oversea companies engaged in the company’s loan.However, the duration of the loans shall not be longer than 7years.	Added and revised in accordance with the regulations.
Article 6, item 1 and 5	The company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinion; If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	The company has established the position of independent director, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinion;If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	Revised in accordance with the regulations.

No.	Current Provisions		Proposed Amendments	Explanations
Article 8, item 4 and 5	4) The company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors in writing of any material violation found. 5) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the auditing department shall supervise the financial department to set a deadline for the overdue loan and capital recovery and submit the rectification plans to all the supervisors, and shall complete the rectification according to the timeframe set out in the plan.		4) The company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify audit committee in writing of any material violation found. 5) If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit, the auditing department shall supervise the financial department to set a deadline for the overdue loan and capital recovery and submit the rectification plans toaudit committee, and shall complete the rectification according to the timeframe set out in the plan.	Established an audit committee to replace the position of supervisors.
Article 10	The company whose loans of funds reach one of the following levels shall announce and report such event to Mops within two days commencing immediately from the date of occurrence; “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier: 1. The aggregate balance of loans to others by the company and its subsidiaries reaches 20 percent or more of the company's net worth as stated in its latest financial statement. 2. The balance of loans by the company and its subsidiaries to a single enterprise reaches 10 percent or more of the company's net worth as		The company whose loans of funds reach one of the following levels shall announce and report such event to Mops within two days commencing immediately from the date of occurrence; “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirmfund loaned entities and monetary amount of the transaction, whichever date is earlier: 1. The aggregate balance of loans to others by the company and its subsidiaries reaches 20 percent or more of the company's net worth as stated in its latest financial statement. 2. The balance of loans by the company and its subsidiaries to a single enterprise reaches 10	Revised words in accordance with the regulations.

No.	Current Provisions		Proposed Amendments	Explanations
	stated in its latest financial statement. 3. The amount of new loans of funds by the company or its subsidiaries reaches NT$10 million or more and reaches 2 percent or more of the company's net worth as stated in its latest financial statement.		percent or more of the company's net worth as stated in its latest financial statement. 3. The amount of new loans of funds by the company or its subsidiaries reaches NT$10 million or more and reaches 2 percent or more of the company's net worth as stated in its latest financial statement.
Article 12	Implementation and revision After the procedures passed by the board of directors, submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders’ meeting. The same shall apply to any amendments to the procedures. Besides, the company has established the position of independent director, when it submits its Operational Procedures for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinion; If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		Implementation and revision After the procedures passed by the board of directors, submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders’ meeting. The same shall apply to any amendments to the procedures. When the procedures are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution. If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms"all audit committee members" in this article and"all directors" in the preceding	1. Established an audit committee to replace the position of supervisors. 2. Revised words in accordance with the regulations.

No.	Current Provisions		Proposed Amendments	Explanations
			paragraph shall be counted as the actual number of persons currently holding those positions. Besides, the company has established the position of independent director, when it submits its Operational Procedures for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinion; If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 13	This procedure was made on February 19th, 2014. This procedurewas first revised on June 11th, 2015.		This procedure was made on February 19th, 2014. Thisprocedurewas first revised on June 11th, 2015. This procedure was second revised on June 13th, 2019.	Add revision date

Attachment 10

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures for endorsement guarantee operation

No.	Current Provisions		Proposed Amendments	Explanations
Article 4	The ceilings on the amounts the company is permitted to make in endorsements/guarantees The total amount of the company's external endorsement/guarantee is not more than 50% of the company's most recent financial statement. The amount guaranteed for a single enterprise endorsement/guarantee shall not exceed 20% of the net value of the latest financial statements of the company. A single overseas company is limited to 30% of the net value of the company. However, companies in which the company holds, directly or indirectly, 100% of the voting shares shall still apply. If the endorsement/guarantee is by business relationship, the total amount of transactions with the company in the most recent year (the amount of goods purchased or sold between the two parties is higher) may not be exceeded. The net value is based on the most recent financial statements reviewed or verified by an accountant.		he ceilings on the amounts the company is permitted to make in endorsements/guarantees The total amount of the company's external endorsement/guarantee is not more than 50% of the company's most recent financial statement. The amount guaranteed for a single enterprise endorsement/guarantee shall not exceed 20% of the net value of the latest financial statements of the company. A single overseas company is limited to 30% of the net value of the company. However, companies in which the company holds, directly or indirectly, 100% of the voting shares, or the oversea companies held 100% of the voting shares by the company engaged in the company’s endorsement/guarantee shall still apply. If the endorsement/guarantee is by business relationship, the total amount of transactions with the company in the most recent year (the amount of goods purchased or sold between the two parties is higher) may not be exceeded.	Added and revised in accordance with the regulations.

No.	Current Provisions	Proposed Amendments	Explanations
	The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50 percent or more of the company's net worth as stated in its latest financial statement. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20 percent or more of the company's net worth as stated in its latest financial statement. The amount of endorsement/guarantee for a single enterprise due to business, except for the provisions of the preceding paragraph, the endorsement/guarantee amount shall be equivalent to the highest of the company's purchase or sales amount as of the endorsement/guarantee in the most recent year or this year. If the aggregate amount of endorsements/guarantees that is set as the ceiling for the company and its subsidiaries as a whole reaches 50% or more of the net worth of the company, an explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting.	The net value is based on the most recent financial statements reviewed or verified by an accountant. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50 percent or more of the company's net worth as stated in its latest financial statement. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20 percent or more of the company's net worth as stated in its latest financial statement. The amount of endorsement/guarantee for a single enterprise due to business, except for the provisions of the preceding paragraph, the endorsement/guarantee amount shall be equivalent to the highest of the company's purchase or sales amount as of the endorsement/guarantee in the most recent year or this year. If the aggregate amount of endorsements/guarantees that is set as the ceiling for the company and its subsidiaries as a whole reaches 50% or more of the net worth of the company, an explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting.

No.	Current Provisions		Proposed Amendments	Explanations
Article 8, item 4	Where the company needs to exceed the limits set out in the Procedures to satisfy its business requirements, and where the conditions set out in the Procedures are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Procedures accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. Where the company has established the position of independent director, when it makes endorsements/guarantees for others, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.		Where the company needs to exceed the limits set out in the Procedures to satisfy its business requirements, and where the conditions set out in the Procedures are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Procedures accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. Where the company has established the position of independent director, when it makes endorsements/guarantees for others, it shall take into full consideration the opinions of each independent director;If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	Revised in accordance with the regulations.
Article 9, item 2	The company whose endorsements/guarantees reach one of the following levels shall announce and report such event to Mops within two days commencing immediately from the date of occurrence; “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other		The company whose endorsements/guarantees reach one of the following levels shall announce and report such event to Mops within two days commencing immediately from the date of occurrence; “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other	Revised words in accordance with the regulations.

No.	Current Provisions	Proposed Amendments	Explanations
	date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier: 1. The aggregate balance of loans to others by the company and its subsidiaries reaches 50 percent or more of the company's net worth as stated in its latest financial statement. 2. The balance of endorsements/guarantees by the company and its subsidiaries to a single enterprise reaches 20 percent or more of the company's net worth as stated in its latest financial statement. 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such enterprise reaches 30 percent or more of the company's net worth as stated in its latest financial statement. 4. The amount of endorsements/guarantees by the company or its subsidiaries reaches NT$30 million or more and reaches 5 percent or more of the company's net worth as stated in its latest financial statement.	date that can confirm the endorsements/guarantees counterparty and endorsements/guarantees monetary amount of the transaction, whichever date is earlier: 1. The aggregate balance of loans to others by the company and its subsidiaries reaches 50 percent or more of the company's net worth as stated in its latest financial statement. 2. The balance of endorsements/guarantees by the company and its subsidiaries to a single enterprise reaches 20 percent or more of the company's net worth as stated in its latest financial statement. 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, book value of investment accounted under the equity method, and balance of loans to, such enterprise reaches 30 percent or more of the company's net worth as stated in its latest financial statement. 4. The amount of endorsements/guarantees by the company or its subsidiaries reaches NT$30 million or more and reaches 5 percent or more of the company's net worth as stated in its latest financial statement.

No.	Current Provisions		Proposed Amendments	Explanations
Article 10, item 3	Subsidiaries’ internal auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the auditing department in writing of any material violation found, and the auditing department shall submit the materials to all the supervisors.		Subsidiaries’ internal auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the auditing department in writing of any material violation found, and the auditing department shall submit the materials to audit committee.	Establish an audit committee to replace the position of supervisors.
Article 12	Implementation and revision After the procedures passed by the board of directors, submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders’ meeting. The same shall apply to any amendments to the procedures. Besides, the company has established the position of independent director, when it submits its Operational Procedures for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinion; If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		Implementation and revision After the procedures passed by the board of directors, submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion for discussion by the shareholders’ meeting. The same shall apply to any amendments to the procedures. When the procedures are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution. If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit	Audit Committee has been established. Added and revised in accordance with the regulations.

No.	Current Provisions		Proposed Amendments	Explanations
			committee shall be recorded in the minutes of the board of directors meeting. The terms"all audit committee members" in this article and"all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. Besides, the company has established the position of independent director, when it submits its Operational Procedures for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinion; If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
Article 13	This procedure was made on February 19th, 2014.		This procedure was made on February 19th, 2014. This procedure was first revised on June 13th, 2019.	Add revision date

Appendix 1

Company Number: 268812

THE CAYMAN ISLANDS

THE COMPANIES LAW (AS REVISED)

EITGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

LIDA HOLDINGS LIMITED

Incorporated on the 11th day of May, 2012

(as adopted by a Special Resolution passed on 13 June 2018)

THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

LIDA HOLDINGS LIMITED

(as adopted by a Special Resolution passed on 13 June 2018)

The name of the Company is LIDA HOLDINGS LIMITED.
The Registered Office of the Company shall be situated at the offices of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands or at such other place as the Directors may from time to time decide, being the registered office of the Company.
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (as revised).
Subject to the following provisions of this Memorandum of Association, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (as revised).
Nothing in this Memorandum of Association shall permit the Company to carry on a business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Law (as revised) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (as revised) or to carry on the business of company management without being licensed in that behalf under the Companies Management Law (as revised).
The Company shall not trade in the Cayman Islands with any person, firm or corporation

except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is NT$1,500,000,000 divided into 150,000,000 ordinary shares of a nominal or par value of NT$10.00 each with power for the Company, subject to the provisions of the Companies Law (as revised) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide, increase or reduce the said capital and to issue any part of its capital, original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be ordinary, preference or otherwise, shall be subject to the power hereinbefore contained.
Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.

THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

LIDA HOLDINGS LIMITED

(as adopted by a Special Resolution passed on 13 June 2018)

INTERPRETATION

The Regulations contained or incorporated in Table A of the First Schedule of the Companies Law of the Cayman Islands (as amended, supplemented or otherwise modified from time to time) shall not apply to this Company.
(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires:

Applicable Listing Rules the relevant laws, regulations, rules and codes as amended, from time to time, applicable as a result of the original and continued trading or listing of any shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of the Securities and Exchange Act of the R.O.C., the Company Act of the R.O.C., the Act Governing Relations Between Peoples of the Taiwan Area and the Mainland Area of the R.O.C., and any similar laws, statutes and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the TPEx and the TWSE (where applicable);

Articles

these Articles of Association of the Company in their present form, as amended, substituted or supplemented from time to time by a Special Resolution;

Auditors the certified public accountant (if any) retained by the

Company to audit the accounts of the Company, to audit and/or certify the financial statements of the Company or to perform other similar duties as assigned or requested by the Company for the time being; Board the board of Directors of the Company comprising all the Directors; Capital Reserve means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items generated and treated as capital reserve pursuant to the Applicable Listing Rules or generally accepted accounting principles; Chairman has the meaning given thereto in Article 69; Class or Classes any class or classes of Shares as may from time to time be issued by the Company in accordance with these Articles; Commission the Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.; Company LIDA HOLDINGS LIMITED; Consolidation the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules; Director a director of the Company or an Independent Director (if any) for the time being who collectively form the Board, and “Directors” means 2 or more of them (including any and all Independent Director(s)); Discount Transfer has the meaning set out in Article 23(4);

Electronic	shall have the meaning given to it in the Electronic
	Transactions Law (as revised) of the Cayman Islands
	and any amendment thereto or re-enactments thereof for
	the time being in force including every other law
	incorporated therewith or substituted therefore;
Emerging Market	the emerging market board of the TPEx in Taiwan;
Employees	employees of the Company and/or any of the
	Subordinate Companies of the Company, as determined
	by the Board from time to time in its sole discretion,
	and “Employee” shall mean any one of them;
Financial Statements	has the meaning set out in Article 104;
Independent Directors	those Directors designated as "Independent Directors"
	who are elected by the Members at a general meeting
	and appointed as "Independent Directors" for the
	purpose of these Articles and the requirements of the
	Applicable Listing Rules, and “Independent
	Director” means any one of them;
Juristic Person	a firm, corporation or other organization which is
	recognised by the Law and the Applicable Listing Rules
	as a legal entity;
Law	the Companies Law of the Cayman Islands and any
	amendment or other statutory modification thereof and
	every other act, order, regulation or other instrument
	having statutory effect (as amended from time to time) for
	the time being in force in the Cayman Islands applying to
	or affecting the Company, the Memorandum and/or these
	Articles, and where in these Articles any provision of the
	Law is referred to, the reference is to that provision as
	modified by any law for the time being in force;
Member or Shareholder	a Person who is duly registered as the holder of any

Share or Shares in the Register for the time being, including persons who are jointly so registered and “Members” or “Shareholders” means 2 or more of them; Memorandum the memorandum of association of the Company, as amended or substituted from time to time; Merger the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company within the meaning of the Law and the Applicable Listing Rules; Month a calendar month; NTD New Taiwan Dollars; Ordinary Resolution a resolution:(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles; and

(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); and

such Member and the effective date of the resolution so adopted shall be the date on which the instrument is executed;

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

Preferred Shares has the meaning given thereto in Article 4;
Private Placement an offer by the Company of its Shares, bonds and other securities approved by the Commission to specific persons pursuant to the Applicable Listing Rules;
Register the register of Members of the Company maintained in accordance with the Law at such place within or outside the Cayman Islands;

Registered Office the registered office of the Company for the time being as required under the Law;

Relevant Period the period commencing from the date on which any of the securities of the Company first become public offering or registered or listed on the Emerging Market, the TPEx, the TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so registered or listed (and so that if at any time registration or listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as registered or listed);

R.O.C. or Taiwan the Republic of China, its territories, its possessions and all areas subject to its jurisdiction; R.O.C. Courts the Taiwan Taipei District Court or any other competent

	courts in the R.O.C.;
Seal	the common seal of the Company;
Secretary	any Person for the time being appointed by the Directors
	to perform any of the duties of the secretary of the
	Company and including any assistant, deputy, acting or
	temporary secretary;
Share	any share in the capital of the Company. All references
	to "Shares" herein shall be deemed to be Shares of any
	or all Classes as the context may require. For the
	avoidance of doubt in these Articles the expression
	"Share" shall include a fraction of a Share;
Share Premium Account	the share premium account of the Company established
	in accordance with these Articles and the Law;
Shareholder Service Agent	the agent licensed by the R.O.C. authorities and having
	its offices in the R.O.C. to provide shareholder services,
	in accordance with the Applicable Listing Rules and the
	Regulations Governing the Administration of
	Shareholder Services of Public Companies of the R.O.C.
	(as revised), to the Company;
signed	bearing a signature or representation of a signature
	affixed by mechanical means or an electronic symbol or
	process attached to or logically associated with an
	electronic communication and executed or adopted by a
	Person with the intent to sign the electronic
	communication;
Special Reserve	has the meaning set out in Article 95;
Special Resolution	a special resolution of the Company passed in
	accordance with the Law, being a resolution:
	(a) passed by a majority of at least two-thirds of

votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Members being Juristic Persons, by their respective duly authorised representatives or, where proxies are allowed, by proxy, present at a general meeting of the Company held in accordance with these Articles, of which notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given; and

(b) at any time other than during the Relevant Period, approved in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives); and
(c) where the Company has only one Member, approved in writing by such Member signed by such Member and the effective date of the special resolution so adopted shall be the date on which the instrument is executed.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles;

Spin-off an act wherein a transferor company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to give shares, cash or other assets to the transferor company or to shareholders of the transferor company;

Subordinate Company

any company (i) of which a majority of the total outstanding voting shares or the total amount of the capital stock is held by the Company; (ii) in which the Company has a direct or indirect control over the management of the personnel, financial or business operation of that company; (iii) of which a majority of directors in such company are contemporarily acting as directors in the Company; or (iv) of which a majority of the total outstanding voting shares or the total amount of the capital stock of such companies and that of the Company are held by the same Members;

TDCC the Taiwan Depository & Clearing Corporation; TPEx the Taipei Exchange in Taiwan; Treasury Shares Shares that have been purchased by the Company and have not been cancelled but have been held continuously by the Company since they were purchased in accordance with the Law; and TWSE the Taiwan Stock Exchange Corporation.

(2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.
(3) In these Articles unless the context otherwise requires:
(a) words importing the singular number shall include the plural number and vice-versa;
(b) words importing the masculine gender shall include the feminine gender and neuter genders;
(c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and

(d) "may" shall be construed as permissive and "shall" shall be construed as imperative.
(4) Headings used herein are intended for convenience only and shall not affect the construction of these Articles.

Subject to these Articles and any resolution of the Members to the contrary, the Board may, in respect of all Shares for the time being unissued:
(a) offer, issue and allot of such Shares to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine, but so that no Share shall be issued at a discount, except in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and
(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto, in accordance with the provisions of the Law and, if during the Relevant Period, the Applicable Listing Rules; and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued.
Subject to Article 5 and the sufficiency of the authorised share capital of the Company, the Company may issue Shares of different Classes with rights which are preferential or inferior to those of ordinary Shares issued by the Company (“ Preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) Where the Company is to issue Preferred Shares, the following shall be expressly set out in these Articles:
- (a) the total number of Preferred Shares that have been authorised to be issued and the numbers of the Preferred Shares already issued;
- (b) the order, fixed amount or fixed ratio of allocation of dividends, bonuses and other distributions on such Preferred Shares;
- (c) the order, fixed amount or fixed ratio of allocation of surplus assets of the

Company, upon its liquidation, to the holders of the Preferred Shares;

  - (d) the order of or restrictions on the voting right(s) (including, where applicable, a statement that such Preferred Shares have no voting rights whatsoever) of the holders of such Preferred Shares;

  - (e) other matters concerning rights and obligations incidental to the Preferred Shares; and

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

(2) Subject to the Law, the Memorandum and these Articles shall be amended with the sanction of a Special Resolution to stipulate the rights, benefits and restrictions of such Preferred Shares and the number of the Preferred Shares the Company is authorised to issue.
During the Relevant Period, subject to the sufficiency of the authorised share capital of the Company and these Articles, the issue of new ordinary Shares in the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors.
(1) The Company shall issue Shares without printing share certificates, provided that the Register shall be conclusive evidence of the entitlement of a Person to Shares recorded against his/her/its name. During the Relevant Period, whenever the Company issues Shares, the Company shall deliver or cause the Shareholder Service Agent to deliver Shares by advising TDCC to record the number of Shares against the name of each subscriber within thirty (30) days from the date such Shares may be delivered, pursuant to the Law. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.
(2) The Company shall not issue bearer Shares.
(3) The Company shall not issue any unpaid Shares or partial paid-up Shares to any Person.
During the Relevant Period:

(a) upon each issuance of new Shares (other than resulting from or in connection with any Merger or Consolidation of the Company, Spin-off of the Company's business, any reorganisation of the Company, asset acquisition, share swap, exercise of share options or warrants granted to the Employees, conversion of convertible securities or debt instruments, exercise of subscription warrants or rights to acquire Shares vested with preferential or special rights, where the Company issues new Shares to the existing Members by capitalisation of its reserves in accordance with these Articles, Private Placement or other issuance of Shares for consideration other than cash), the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the Employees pursuant to the Law and the Applicable Listing Rules; and
(b) where the Company issues new Shares for cash consideration, after the Board reserving certain percentage of the new Shares for subscription by the Employees pursuant to subsection (a) of this Article, the Company shall allocate ten percent (10%) (or such greater percentage as the Company by an Ordinary Resolution determines) of the total number of the new Shares to be issued for offering in the R.O.C. to the public unless the Commission, the Emerging Market, the TPEx and/or the TWSE (where applicable) considers such public offering unnecessary or inappropriate.
During the Relevant Period, subject to an Ordinary Resolution, upon each issuance of new Shares for cash consideration, the Company shall, after reserving the portion of new Shares for subscription by the Employees and public offering in the R.O.C. pursuant to Article 8, first offer such remaining new Shares, by a public announcement and a written notice to each existing Member respectively, stating that in case any such existing Member fails to confirm his/her/its subscription within the prescribed period his/her/its subscription right shall be forfeited, for the subscription of each such existing Member in proportion to the number of Share(s) held by him/her/it, provided that:
(a) where any fractional Share held by a Member is insufficient to subscribe for one new Share, the fractional Shares being held by several Members may be combined for joint subscription of one or more integral new Shares or for subscription of new Shares in the name of a single Member;
(b) the existing Member(s) may assign and transfer his subscription right to other Persons independently of his original Shares; and

(c) new Shares left unsubscribed may be offered to the public or to specific Persons through negotiation.
The preceding Article shall not apply whenever the new Shares are issued for the following purpose:
(a) in connection with a Merger or a Consolidation of the Company or a Spin-off of the Company's business, or pursuant to any reorganisation of the Company;
(b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options granted to the Employees;
(c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;
(d) in connection with meeting the Company’s obligation under share subscription warrant or Preferred Shares vested with rights to acquire Shares;
(e) in connection with any share swap arrangement entered into by the Company, or
(f) in connection with any Private Placement conducted pursuant to Article 13; or
(g) in connection with any other event otherwise prohibited, limited, restricted or exempted to so apply pursuant to the Law and/or the Applicable Listing Rules.
During the Relevant Period, subject to the Applicable Listing Rules, the Company may, upon adoption of 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, enter into a share subscription right agreement with the Employees whereby such Employees may subscribe, within a specific period of time, for a specific number of Shares of the Company at an agreed subscription price. Upon execution of the said agreement, the Company shall issue to each of such Employees a share subscription warrant. Such issued share subscription warrant shall be non-assignable, except for transfer by inheritance or intestacy.
During the Relevant Period, the Company may, subject to approval of Shareholders by way of Special Resolution, issue new Shares with restricted rights as approved by such Special Resolution to Employees of the Company and/or its Subordinate Companies, provided that

Articles 8 and 9 shall not apply. In respect of the issuance of Shares to Employees in the preceding sentence, the number of Shares to be issued, issue price, issue conditions, restrictions and other matters shall be subject to the Applicable Listing Rules and the Law.

(1) During the Relevant Period and subject to the Applicable Listing Rules, the Company may, with the sanction of a Special Resolution, conduct a Private Placement with any of the following Persons in the R.O.C.:
- (a) banks, bills finance enterprises, trust enterprises, insurance enterprises, securities enterprises, or other Juristic Persons or institutions approved by the Commission;
- (b) natural persons, Juristic Persons, or funds meeting the conditions prescribed by the Commission; or
- (c) directors, supervisors, officers and managers of the Company or its affiliated enterprises.
(2) Subject to the preceding Paragraph, the Board may resolve, by a majority of the Directors presents at a meeting attended by two-thirds or more of the total numbers of the Directors, that a Private Placement of ordinary corporate bonds be carried out by instalments within one year of the date of such resolution.
The Company may by a Special Resolution reduce its share capital in the manner authorised, and subject to any conditions prescribed, by the Law and the Applicable Listing Rules.
During the Relevant Period, any issuance, conversion or cancellation of the Shares or any other equity securities (including but not limited to warrants, options or bonds), capitalisation and shareholder services, shall comply with the Law, the Applicable Listing Rules and the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C. (as revised).

MODIFICATION OF RIGHTS

Whenever the share capital of the Company is divided into different Classes of Shares, including where Preferred Shares are issued, subject to Article 46 and in addition to a Special Resolution, the special rights attached to any Class shall be varied or abrogated with the sanction of a Special Resolution passed at a separate general meeting of the holders of

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the Shares of such Class. To every such separate general meeting and all adjournments thereof, all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply.

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

REGISTER

Subject to the Law, the Board shall cause to be kept the Register at such place within or outside the Cayman Islands as it deems fit. During the Relevant Period, the Register shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and shall be made available at its Shareholder Service Agent’s office in the R.O.C.
Notwithstanding anything contained in these Articles and subject to the Law, during the Relevant Period, the relevant information of the Members shall be recorded by TDCC, and the Company shall recognize each person identified in the records provided by TDCC to the Company as a Member and such records shall form part of the Register as at the date of receipt of such records by the Company.

REDEMPTION AND REPURCHASE OF SHARES

(1) Subject to the Law and these Articles, Shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.
(2) All Preferred Shares may be redeemed in accordance with the provisions of the Law, provided that the privileges accorded to holders of the Preferred Shares by these Articles shall not be impaired under the Law and the Applicable Listing Rules.
(1) Subject to the Law, the Applicable Listing Rules and these Articles, upon the approval of a majority of the Directors present at a Board meeting attended by two-thirds or more of Directors, the Company may purchase its own Shares.

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(2) During the Relevant Period:
- (a) The number of Shares to be purchased by the Company from time to time shall not exceed ten percent (10%) of the total number of issued and outstanding Shares and the total amount of the Shares to be purchased by the Company shall not exceed the aggregate amount of retained profits, premium on capital stock, and realized Capital Reserve.
- (b) Such resolutions of the Board approving purchases of Shares and the implementation thereof (including the failure of any purchase of Shares as approved by such resolutions, if any) shall be reported to the Shareholders at the next general meeting of the Company.
(1) Shares repurchased, redeemed or acquired (by way of surrender or otherwise) by the Company shall be cancelled immediately or held as Treasury Shares, upon such terms and manner and subject to such conditions as the Board thinks fit.
(2) During the Relevant Period, all matters relating to the Company’s redemption and repurchase of Shares shall be subject to the Law and the Applicable Listing Rules.
(1) Subject to the Law, for so long as the Company holds Treasury Shares, the Company shall be entered in the Register as the holder of the Treasury Shares, provided that:
- (a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
- (b) the Treasury Shares shall not be pledged or encumbered in any manner whatsoever;
- (c) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law; and
- (d) no dividend/bonus may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the

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Company, in respect of a Treasury Share.

Treasury Shares may at any time be cancelled or transferred to any person (including the Employees; the qualifications of such employees shall be determined by the Board, subject to Paragraph (5) of this Article) upon such terms and manner and subject to such conditions as the Board thinks fit. The Board may determine, at its discretion, the terms and conditions (including a lock-up period restricting the transfer of any Treasury Shares transferred to the Employees pursuant to this Paragraph (2) for a term of up to two (2) years) of such transfer.

(3) A sum equal to the consideration (if any) received by the Company pursuant to the transfer of Treasury Share(s) shall be credited in accordance with the Law.
(4) Subject to Paragraph (5) of this Article and the Law, the Company may, by way of a Special Resolution passed at the next general meeting of the Company, transfer the Treasury Shares to the Employees for a price that is below the average price that the Company has paid to purchase such Treasury Shares (the “ Discount Transfer ”), provided that the following matters shall be specified in the notice of such general meeting with the description of their major contents, and shall not be proposed as ad hoc motions:
(a) the transfer price of the Treasury Shares as determined by the Board, the discount rate used for the Discount Transfer, and the calculation basis of the Discount Transfer, and the basis of such determination;
(b) the amount of the Treasury Shares to be transferred pursuant to, and the purpose of, the Discount Transfer, and the basis of such determination;
(c) the qualification and terms of the Employees to whom the Treasury Shares are transferred and the amount of Treasury Shares for which such Employees may subscribe pursuant to the Discount Transfer;
(d) matters that the Board is of the opinion that may affect Shareholders' equity, including:
- (i) any expenses that may be incurred and dilution of per share profit, if any, due to the Discount Transfer in accordance with the Applicable Listing Rules; and

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  - (ii) any burden on the Company caused by the Discount Transfer in accordance with the Applicable Listing Rules.

(5) The total aggregate amount of the Treasury Shares to be transferred to the Employees pursuant to the Discount Transfer in accordance with Paragraph (4) of this Article shall not exceed five percent (5%) of the total number of issued and outstanding Shares of the Company, and each Employee shall not subscribe for more than point five percent (0.5%) of the total issued and outstanding Shares of the Company in aggregate.
(1) Notwithstanding anything to the contrary contained in these Articles but subject to the Law, the Company may carry out a compulsory purchase and cancellation of its Shares on a pro rata basis (rounded up or down to the nearest whole number) among the Shareholders in proportion to the number of Shares held by each such Shareholder subject to approval by a Special Resolution. The purchase price payable to the Shareholders in connection with a purchase of Shares described in the preceding sentence may be paid in cash or in kind. Where any purchase price is paid in kind, the type of such payment in kind and the corresponding amount of such substitutive distribution shall be subject to approval by a Special Resolution as well as individual consent by the Shareholder(s) receiving such payment in kind. Prior to convening the general meeting for approving such purchase of Shares, the Board shall determine the monetary equivalent value of any purchase price to be paid in kind and have such value audited and certified by a certified public accountant in the R.O.C.
(2) For the avoidance of doubt, where the proposed purchase and cancellation of Shares is not on a pro rata basis, subject to the Law and the Applicable Listing Rules, the Board is empowered to authorize and carry out such repurchase without approval by Special Resolution in accordance with the preceding Paragraph.

TRANSFER AND TRANSMISSION OF SHARES

Subject to the Law and the Applicable Listing Rules and unless otherwise provided by these Articles, the Shares shall be freely transferable.
The Company shall not be obligated to recognize any transfer or assignment of Shares unless the name/title and residence/domicile of the transferor and transferee have been

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recorded in the Register. The registration of transfers may be suspended when the Register is closed in accordance with Article 28.

Non-Recognition Of Trusts

Except as required by Law or the Applicable Listing Rules, no person shall be recognised by the Company as holding any Share upon any trust, and the Company shall not, unless required by Law or the Applicable Listing Rule, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or actual interest in any Share (except only as otherwise provided by these Articles, the Law or the Applicable Listing Rule otherwise requires or under an order of a court of competent jurisdiction) or any other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder.

CLOSING REGISTER OR FIXING RECORD DATE

(1) The Board may fix in advance the record date(s) for (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof in person, by proxy, way of a written ballot or by way of electronic transmission; and (c) any other purposes as determined by the Board. In the event the Board designates the record date(s) for (b) in accordance with this Article, such record date(s) shall be date(s) prior to the general meeting.
(2) During the Relevant Period, subject to the Law, for the purposes of (a) determining the Members entitled to receive any dividend/bonus, distribution or issue; and (b) determining the Members entitled to receive notices of, attend or vote at any general meeting or any adjournment thereof, the Board shall fix the period that the Register shall be closed for transfers at least for a period of sixty (60) days before the date of each annual general meeting, thirty (30) days before the date of each extraordinary general meeting and five (5) days before the target date for a dividend, bonus or other distribution. For the purpose of calculating the abovementioned period, the respective convening date of the general meeting or the relevant target date shall be included.

GENERAL MEETINGS

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The Company shall in each year hold a general meeting as its annual general meeting within six months after close of each financial year or such other period as may be permitted by the Emerging Market, the TPEx or the TWSE (where applicable). The annual general meeting shall be convened by the Board.
All general meetings other than annual general meetings shall be called extraordinary general meetings. The Board may, whenever they think fit, convene an extraordinary general meeting of the Company.
During the Relevant Period, all general meetings shall be held in the R.O.C. At any time other than during the Relevant Period, the Board may convene any general meeting at such place as it deems fit.
Any one or more Member(s) holding at least three percent (3%) of the issued and outstanding Shares of the Company for a period of one year or a longer time may, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may convene a general meeting.
During the Relevant Period, the Company shall engage a Shareholder Service Agent within the R.O.C. to handle the administration of general meetings, including but not limited to, the voting matters.

NOTICE OF GENERAL MEETING

(1) During the Relevant Period, at least thirty (30) days notice of an annual general meeting and fifteen (15) days’ notice of an extraordinary general meeting shall be given to each Member, and the Company may make a public announcement of a notice of general meeting to Members holding less than 1,000 Shares instead of delivering the same to each Member. The period of notice shall be exclusive of the day on which it is served and of the day on which the general meeting is to be held. Such notice shall be in writing, shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting and shall be given in the manner hereinafter described or be given via electronic communications if previously consented by the Members and permitted by the Law and the Applicable Listing Rules.

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(2) At any time other than the Relevant Period, at least five (5) days’ notice in writing shall be given of an annual general meeting or any other general meeting PROVIDED HOWEVER that notice may be waived by all the Member either at or before the meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by email, telex or telefax. At any time other than the Relevant Period, a general meeting may be convened by such shorter notice with the consent of a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the Shares giving that right.
(1) During the Relevant Period, the Company shall make public announcements with regard to notice of general meeting, proxy form, summary information and details about items to be proposed at the meeting for approval, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.
(2) During the Relevant Period, if the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 57, the Company shall also send to the Shareholders the information and documents as described in the preceding Paragraph, together with the voting right exercise forms.
The following matters shall not be considered, discussed or proposed for approval at a general meeting unless they are specified in the notice of general meeting with the description of their major contents:
(a) any election or removal of Director(s);
(b) any alteration of the Memorandum and/or these Articles;
(c) any dissolution, voluntary winding-up, Merger, Consolidation, share swap or Spinoff of the Company;
(d) entering into, amending, or terminating any contract for lease, management or regular joint operation of the Company’s whole business;
(e) the transfer of the whole or any material part of the Company’s business or assets;

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(f) the acquisition of the whole business or assets of a Person, which has a material effect on the operation of the Company;
(g) carrying out a Private Placement of any equity-type securities issued by the Company;
(h) granting a waiver to a Director’s non-competition obligation or approving a Director to engage in activities in competition with the Company;
(i) distributing dividends, bonuses or other distributions payable on or in respect of the Share in whole or in part by way of issuance of new Shares; and
(j) capitalisation of the Company’s Special Reserve, the Share Premium Account and/or the income from endowments received by the Company in the Capital Reserve, by issuing new Shares and/or cash to its existing Members.
During the Relevant Period, the Company shall prepare a manual for each general meeting, and such manual and relevant materials shall be published on the website designated by the Commission and the Emerging Market, the TPEx or the TWSE (where applicable) twentyone (21) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules.
The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings of that general meeting.

PROCEEDINGS AT GENERAL MEETINGS

No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, at least two Members present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing more than one-half of the total issued and outstanding Shares with voting rights shall be a quorum of Members for all purposes.
(1) During the Relevant Period, one or more Member(s) holding one percent (1%) or more of the total issued and outstanding Shares of the Company may submit to the

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Company not more than one proposal in writing for resolution at an annual general meeting; provided that only one matter shall be allowed in a single proposal, the number of words therein contained shall not be more than three hundred (300), and the matter of such proposal may be resolved by a general meeting, or otherwise such proposal shall not be included in the agenda.

(2) During the Relevant Period, prior to the commencement of the period in which the Register is closed for transfers before an annual general meeting, the Company shall make a public announcement of the place and the period for Members to submit proposals; provided that the period for submitting such proposals shall not be less than ten (10) days.
(3) The Member who has submitted a proposal shall attend, in person or by a proxy, such general meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
(4) The Board may exclude a proposal submitted by Member(s) if:
- (a) the proposal involves matters which cannot be settled or resolved at a general meeting under the Law, the Applicable Listing Rules and these Articles;
- (b) the number of Shares held by the proposing Member(s) is less than one percent (1%) of the total issued and outstanding Shares in the Register upon commencement of the period in which the Register is closed for transfers before the relevant annual general meeting of the Company; or
- (c) the proposal is submitted after the expiration of the specified period announced by the Company for submitting proposals.
(5) The Company shall, prior to the despatch of a notice of the relevant annual general meeting, inform all the proposing Members of whether their proposals are accepted or not, and shall list in the notice of the relevant annual general meeting all the accepted proposals. The Board shall explain at the relevant annual general meeting the reasons for excluding any proposal submitted by Members.
The Chairman shall preside as chairman at every general meeting of the Company convened by the Board. For a general meeting convened by any Person other than the Board, such Person shall act as the chairman of that meeting; provided that if there are two or more

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Persons jointly convening such meeting, the chairman of the meeting shall be elected from those Persons.

If at any general meeting the Chairman is not present or is unwilling to act as chairman, he shall appoint one of the Directors to act on his behalf. In the absence of such appointment, the Directors present may choose one of them to be the chairman of that general meeting.
A general meeting may be adjourned by the Company by an Ordinary Resolution from place to place within five (5) days, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for more than five (5) days, notice of the time and location of the adjourned meeting shall be given as in the case of an original meeting.
At any general meeting, a resolution put to the vote of the meeting shall be decided on a poll.
Unless otherwise expressly required by the Law, the Applicable Listing Rules or these Articles, any matter proposed for approval by the Members at a general meeting shall be passed by an Ordinary Resolution.
(1) Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution:
(a) enter into, amend, or terminate any contract for lease, management or regular joint operation of its whole business;
(b) transfer the whole or any material part of its business or assets;
(c) acquire the whole business or assets of a Person, which has a material effect on the operation of the Company;
(d) distribute dividends, bonuses or other distributions in whole or in part by way of issuance of new Shares;
(e) effect any Spin-off of the Company;
(f) authorise a plan of Merger or Consolidation involving the Company;
(g) resolve that the Company be wound up voluntarily;
(h) carry out a Private Placement;

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(i) grant a waiver to a Director’s non-competition obligation, or approve a Director to engage in activities in competition with the Company;
(j) change its name;
(k) change the currency denomination of its share capital;
(l) increase the share capital by such sum, to be divided into new Shares of such Classes of such par value, as the resolution shall prescribe;
(m) consolidate and divide all or any of its share capital into Shares of a larger par value than its existing Shares;
(n) subdivide its existing Shares, or any of them, into Shares of a smaller par value than is fixed by the Memorandum;
(o) cancel any Shares that, at the date of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled;
(p) subject to these Articles (including without limitation Articles 16 and 17), alter or amend the Memorandum or these Articles, in whole or in part;
(q) reduce its share capital and any fund of the capital redemption reserve in any manner authorised by the Law and the Applicable Listing Rules; and
(r) appoint an inspector to examine the affairs of the Company under the Law; and
(s) issue new Shares to Employees of the Company and/or its Subordinate Companies subject to any restrictions and conditions in accordance with Article 12.
(2) Notwithstanding anything contained in these Articles, unless otherwise provided by the Law and the Applicable Listing Rules, in case the Company is dissolved after participating in the merger/consolidation or the Company is delisted from the TPEx or TWSE due to the general transfer (or the assignment of all rights and delegation of all duties of the Company), the transfer of business or assets of the Company, any share swap arrangement or any Spin-off entered into or carried out by the Company while the surviving, transferee, existing or newly incorporated company is not a listed company (including TWSE/TPEx listed company), any such action aforementioned shall be approved by the affirmative vote of at least two-thirds (2/3) of the total votes cast by the Members of the Company.

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Subject to the Law and the Applicable Listing Rules, the Company may by a Special Resolution resolve that the Company be wound up voluntarily if the Company is unable to pay its debts as they fall due.
(1) Subject to the Law, in the event any of the resolutions with respect to the matter(s) as set out in Paragraphs (a), (b) or (c) of Article 46 is adopted at a general meeting, a Member who has notified the Company in writing of his objection to such proposal prior to that meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the resolution to be adopted is in relation to the matter(s) set out in Paragraph (b) of Article 46 and at the same meeting the resolution for the winding up of the Company is also adopted.
(2) In the event any part of the Company’s business is involved in any Spin-Off, Merger or Consolidation, a Member, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing before the relevant vote, may request the Company to purchase all of his Shares at the then prevailing fair price in accordance with the Law.
(3) Without prejudice to the Law, in the event the Company and a Member making a request pursuant to Paragraphs (1) or (2) of this Article fail to reach agreement on the purchase price within sixty (60) days following the date of the resolution, the Member may, within thirty (30) days after such sixty (60) days period, file a petition to the R.O.C. Courts if and to the extent permitted under the Law, for a ruling on the appraisal price.

49. In case the procedure for convening a general meeting in which a resolution is adopted or the method of adopting a resolution is in violation of the Law, the Applicable Listing Rules or these Articles, a Member may, if and to the extent permitted under the Law, within thirty (30) days from the date of the resolution, submit a petition to the Taiwan Taipei District Court of the R.O.C., as applicable, for an appropriate remedy, including but not limited to, requesting the court to invalidate and cancel the resolution adopted therein.

Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice

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of and to attend and vote at general meetings (or being Juristic Persons by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

The proceedings regarding general meetings and the voting in general meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Company by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular the Rules Governing the Conduct of Shareholders Meetings of R.O.C. Public Companies).

VOTES OF MEMBERS

Subject to any rights and restrictions as to voting for the time being attached to any Share by or in accordance with these Articles, at any general meeting, every Member present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his/her/its name in the Register.
In the case of joint Members, the joint Members shall select a representative among them to exercise their voting powers and the vote cast by such representative, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Members.
A Shareholder who holds Shares for the benefit of others need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of Share he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other requirements for separate votes shall be in compliance with the Applicable Listing Rules.
Any corporation which is a Member of the Company may, by resolution of its board or other governing body, authorise such natural person as it thinks fit to act as its representative at any general meeting or at any meeting of a Class of Members of the Company.
(1) Subject to the Law and the Applicable Listing Rules, Shares held by the following persons shall not be counted in the total number of issued Shares of the Company which are entitled to vote for when calculating the quorum at a general meeting and Members belonging to the following persons shall abstain from voting in respect of all Shares held by them:

(a) the Company itself (if such holding is permitted by the Law);

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(b) any entity in which the Company is legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital; or
(c) any entity in which the Company and (i) its holding company, and (ii) its Subordinate Company are legally or beneficially, directly or indirectly, interested in more than fifty percent (50%) of its issued and voting share capital or equity capital.
(2) Any Member who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a general meeting shall abstain from voting in respect of all the Shares that such Member should otherwise be entitled to vote, on his behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Member(s) shall not be counted in determining the number of votes for or against such matter.
(3) Where any Director, who is also a Shareholder of the Company, creates or has created any charge, mortgage, encumbrance or lien in respect of Shares held by such Director (the " Charged Shares ") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Charged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her latest appointment as Director, and such Shares shall not carry the voting rights and shall not be counted toward the number of votes represented by the Shareholders present at a general meeting but shall be included in the quorum.
To the extent permitted by the Law, the Board may resolve that the voting power of a Member at a general meeting may be exercised by way of a written ballot or by way of electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members if the voting power may be exercised by way of a written ballot or electronic transmission. Notwithstanding the foregoing, during the Relevant Period, subject to the Applicable Listing Rules, the Company shall adopt the electronic transmission as one of the methods for exercising the voting power of a Member. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous

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voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his Shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document, impromptu proposal and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.

In case a Member who has cast his votes by a written instrument or by way of electronic transmission intends to attend the relevant general meeting in person, he shall, at least two (2) day prior to the date of the general meeting, revoke such votes by serving a notice in the same manner as he cast such votes. In the absence of a timely revocation of such votes, such votes shall remain valid. Nonetheless, such Member who attends and votes at a general meeting in person would be deemed to have revoked his prior voting instructions by a written instrument or by way of electronic transmission, notwithstanding that such Member has not submitted a revocation notice in accordance with this Article 58.

PROXY

(1) A Member may appoint a proxy to attend a general meeting on his behalf by executing a proxy form produced by the Company stating therein the scope of power authorized to the proxy. A proxy need not be a Member.
(2) Subject to the Law and unless otherwise provided in these Articles, forms of instrument of proxy for use at a general meeting shall be produced by the Company specifying therein (a) the instructions for filling out the form, (b) the signature requirements, (c) the matters to be voted upon pursuant to such proxy and basic identification information of the Member as appointor, the proxy solicitor (if any) and the proxy, and shall be sent out together with the notice of general meeting to all Members on the same day.
A Member may only appoint one proxy for each general meeting irrespective of how many Shares he holds and shall serve an executed proxy in compliance with the preceding Article to the Company or its Shareholder Service Agent as the case may be no later than five (5)

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days prior to the date of the general meeting. In case the Company receives two or more proxies from one Member, the one received first by the Company shall prevail unless an explicit statement by the Member to revoke such proxy is made in the subsequent proxy, provided this subsequent proxy is received no later than five (5) days prior to the date of the general meeting.

In case a Member who has served a proxy intends to attend the relevant general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of the general meeting, revoke such proxy by serving a separate written notice to the Company or Shareholder Service Agent; otherwise, the votes cast by the proxy at the general meeting shall prevail. Nonetheless, such Member who attends and votes at a general meeting in person would be deemed to have revoked his proxy appointment, notwithstanding that such Member has not submitted a revocation notice in accordance with this Article 61.
A Member who has served the Company with his voting decision in accordance with Article 57 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with these Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.
During the Relevant Period, except for trust enterprises or shareholder service agencies duly licensed under the R.O.C. competent authorities or the chairman of a general meeting who is deemed appointed as proxy pursuant to Article 57, where a Person acts as a proxy for two or more Members, the number of voting Shares that the proxy may vote in respect thereof shall not exceed three percent (3%) of the total number of issued and outstanding voting Shares; otherwise, such number of voting Shares in excess of the aforesaid threshold shall not be counted towards the number of votes cast for or against the relevant resolution or the number of voting Shares present at the relevant general meeting but shall be included in the quorum. Upon such exclusion, the number of voting Shares being excluded and attributed to each Member represented by the same proxy shall be determined on a pro-rata basis based on the total number of voting Shares being excluded and the number of voting Shares that such Members have appointed the proxy to vote for.
The use and solicitation of proxies not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular,

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the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of R.O.C. Public Companies (as amended, supplemented or otherwise modified from time to time)).

DIRECTORS AND THE BOARD

(1) The Board shall consist of not less than five (5) Directors (including Independent Directors). Subject to the foregoing, the number of Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Directors will be held.
(2) A Director can be a natural person or a Juristic Person. Where a Director is a Juristic Person, it shall designate a natural person as its authorized representative to exercise, on its behalf, the powers of a Director and may replace such representative from time to time so as to fulfil its remaining term of the office. A Director shall not be required to hold any Shares in the Company.
(3) Directors shall be elected by Members at general meetings. Any Juristic Person which is a Member shall be entitled to appoint a natural person or natural persons as its representative(s) to be nominated for election as Director in accordance with these Articles.
(4) The principle of cumulative voting shall apply in any election of Directors pursuant to this Article. Each Member entitled to vote in such election shall have a number of votes equal to the product of (i) the number of votes conferred by such Member's Shares and (ii) the number of Directors to be elected at the general meeting. Each Member may divide and distribute such Member's votes, as so calculated, among any one or more candidates for the directorships to be filled, or such Member may cast such Member's votes for a single candidate. At such election, the candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected. Notwithstanding anything to the contrary in this Paragraph (4) of this Article, at any time other than the Relevant Period, the Company may by Ordinary Resolution appoint any Person to be a Director or remove any Director from office.
(5) The proceedings and the voting regarding the election of Directors not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Methods

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of Election of Directors and Supervisors of R.O.C. Public Companies).

The Company may, whenever it thinks fit, adopt and apply a candidate nomination mechanism for election of any of the Directors in accordance with the Applicable Listing Rules. Notwithstanding the foregoing, during the Relevant Period, a candidate nomination mechanism shall be adopted for election of all Directors. Upon adoption of candidate nomination mechanism, the Directors and Independent Directors shall be elected by the Members at a general meeting from among the nominees listed in the respective rosters of director candidates and independent director candidates. Subject to the Law and the Applicable Listing Rules, the Board may establish detailed rules and procedures for such candidate nomination.
Subject to these Articles, each Director shall be appointed to a term of office of three (3) years and is eligible for re-election. In case no election of new Directors is effected prior to the expiration of the term of office of existing Directors, the term of office of such existing Directors shall be extended until the time such Directors are re-elected or new Directors are duly elected and assume their office subject to these Articles. In the event of any vacancy in the Board, the new Director elected in the general meeting shall fill the vacancy for the residual term of office.
(1) Unless otherwise provided by these Articles, a Director may be removed from office at any time by a Special Resolution adopted at a general meeting.
(2) Without prejudice to other provisions of these Articles, the Company may by an Ordinary Resolution put all Directors for re-election before the expiration of the term of office of such Directors. In this event, if it is not specified in such resolution that the existing Directors will not retire until the expiration date of their terms of office or other specified date, they shall be deemed to have retired on the date of such resolution, subject to the successful election of the new Directors at the same meeting.
A chairman of the Board (the “ Chairman ”) shall be elected from among the Directors and appointed in term by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. A vice chairman of the board (the “ Vice Chairman ”) may also be elected from among the Directors and appointed by a majority of the Directors present at a Board meeting attended by at least two-thirds of all of the Directors then in office. The Chairman shall externally represent the Company and internally preside as the chairman at every Board meeting and at every general meeting convened by the Board. In the event the Chairman is not present at a meeting or cannot or will not exercise his powers

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and duties for any cause, the Vice Chairman shall act as the Chairman and perform all of the powers and duties provided for the Chairman. In case there is no Vice Chairman or the Vice Chairman is also unable to present at a meeting or cannot or will not exercise such powers and duties of the Chairman in the absence of the Chairman for any cause, the Chairman shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors present at the meeting shall elect from among themselves an acting chairman. In case of death, disability, incompetence, resignation of the Chairman under these Articles or non-performance of powers and duties by the Chairman for a continuous period of at least three (3) months or more, any Director may convene a Board meeting within thirty (30) days of the occurrence of the death, disability, incompetence, resignation of the Chairman or within thirty (30) days after the non-performance of powers and duties by the Chairman for a continuous period of three (3) months to elect another Person to be the Chairman under these Articles.

The remuneration of a Director may differ from other Directors, and shall be determined by the Board, regardless of the Company profits or losses of respective years, based on (i) the extent of a Director's involvement with the operations of the Company, (ii) the contribution of a Director to the Company, (iii) the prevailing industry standard and (iv) such other relevant factors.
When the number of Directors then in office falls below five (5) due to any Director(s) vacating his office for any reason, the Company shall hold an election for such number of Directors at the next general meeting to fill the vacancy for the remainder of the term of such outgoing Director(s). When the number of Directors then in office falls short by one-third of the total number of Directors initially constituting the existing Board, the Company shall convene an extraordinary general meeting within sixty (60) days of the occurrence of that fact for the purposes of electing such number of Directors to fill the casual vacancy.
Subject to these Articles, a Director other than an Independent Director may hold any other office (except that of Auditor) or place of profit under the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

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(1) Without prejudice to the duties owed by a Director to the Company under common law of the Cayman Islands and subject to the Law, the Directors shall assume fiduciary duties to the Company and without limitation, the due care of a good administrator, and exercise due care and skill in conducting the business operation of the Company. A Director may be liable to the Company if he acts contrary to his duties. In circumstances where a Director breaches any of such duties and acts for his/her or other Person’s interest, the Company may, with the sanction of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover any and all earnings derived from such act as if such misconduct is done for the benefit of the Company.
(2) If a Director violates any law in the course of conducting the business of the Company, he shall be jointly and severally liable with the Company for the damages resulting from such violation.
(3) The preceding two Paragraphs of this Article shall apply, mutatis mutandis, to the officers of the Company who are authorised to act on its behalf in a senior management capacity.
Subject to these Articles, a Director other than an Independent Director may act by himself or his firm in a professional capacity for the Company (except that of Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
To the extent permitted by the Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's negligence and/or dishonestly: an existing or former director (including alternate director), secretary or officer or Auditor of: the Company; a company which is a subsidiary of the Company; and a company in which the Company has or had an interest (whether direct or indirect).
During the Relevant Period, the qualifications, election, removal, power, authority and other requirements for Directors (including Independent Directors), which are not covered by these Articles, shall be in compliance with the Applicable Listing Rules.

INDEPENDENT DIRECTORS

During the Relevant Period, the number of Independent Directors of the Company shall not be less than three (3) or one-fifth of the total number of Directors at any time, whichever is

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greater. One (1) of the Independent Directors shall have resident status of the R.O.C. (such resident status being registered with local government authorities). Subject to the foregoing, the number of Independent Directors to be elected and hold the office shall be stated in the notice of the general meeting in which an election of Independent Directors will be held. When an Independent Director ceases to act, resulting in a number of Independent Directors then in office lower than the prescribed minimum number, an election for an Independent Director shall be held at the next general meeting. When all Independent Directors cease to act, the Company shall convene an extraordinary general meeting to hold an election of Independent Directors within sixty (60) days from the date on which the situation arose.

Independent Directors shall possess professional knowledge and shall maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held by the Independent Directors shall be as prescribed by the Applicable Listing Rules, and the assessment of independence of such Independent Directors shall be in compliance with the Applicable Listing Rules. The Board or other Persons calling a general meeting at which an election for Independent Directors is proposed shall ensure that the requirements of this Article have been satisfied and complied with in relation to any candidate for Independent Director.

POWERS AND DUTIES OF THE BOARD

Subject to the Law, these Articles, the Applicable Listing Rules and any resolutions passed in a general meeting, the business of the Company shall be managed by the Board in such manner as it shall think fit, which may pay all reasonable expenses in connection with business management, including but not limited to expenses incurred in forming and registering the Company and may exercise all powers of the Company. Except as otherwise provided by these Articles, the compensation to be paid to the Directors shall be determined by the Board in accordance with the standard prevalent in the industry by reference to recommendation made by the remuneration committee (if established). Such compensation shall be deemed to accrue from day to day, and the Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from Board meetings of the Directors, or any committee established under Article 82, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Board from time to time, or a combination partly of one such method and partly the other.
The Board may from time to time appoint any Person to hold such office in the Company as

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the Board may think necessary for the management of the Company, including but not limited to officers and managers, and for such term and at such remuneration as the Board may think fit. Any Person so appointed by the Board may be removed by the Board.

The Board may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as the Board thinks fit. Any Secretary or assistant Secretary so appointed by the Board may be removed by the Board. The Secretary shall attend all general meetings and shall keep correct minutes of such meetings. Subject to the Applicable Listing Rules, the Secretary shall also perform such other duties as are prescribed by the Law or as may be prescribed by the Board.

COMMITTEES

Subject to the Law and the Applicable Listing Rules, the Board may, or the Company may by an Ordinary Resolution, establish any committee(s) and delegate any of their powers, authorities and discretions to such committee(s) (including but not limited to an audit committee and a remuneration committee) consisting of such member or members of their body or any other Persons as the Board thinks fit. Any committee(s) so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings, conform to any regulations that may be imposed on it by the Board pursuant to the Applicable Listing Rules. If no regulations are imposed by the Board, the proceedings of a committee with two (2) or more members shall be, as far as is practicable, governed by these Articles regulating the proceedings of the Board.
82.1(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish an audit committee; regulations governing the professional qualifications for its members, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules.
(2) The audit committee of the Company shall be composed of all the Independent Directors. The audit committee shall not be fewer than three Persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. A resolution of the audit committee shall have the concurrence of one-half or more of the members of the audit committee.
(3) The following matters shall be subject to the consent of one-half or more of all

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members of the audit committee of the Company and shall be thereafter submitted to the Board for a resolution:

  - (a) Adoption or amendment of an internal control system.

  - (b) Assessment of the effectiveness of the internal control system.

  - (c) Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.

  - (d) A matter bearing on the personal interest of a Director.

  - (e) A material asset or derivatives transaction.

  - (f) A material monetary loan, endorsement, or provision of guarantee.

  - (g) The offering, issuance, or Private Placement of any equity-type securities.

  - (h) The hiring or dismissal of an Auditor, or the compensation given thereto.

  - (i) The appointment or discharge of a financial, accounting, or internal auditing officer.

  - (j) Annual and semi-annual financial reports.

  - (k) Any other material matter so required by the Company or the competent authority.

(3) With the exception of Subparagraph (j) above, any matter under a subparagraph of the preceding Paragraph that has not been approved with the consent of one-half or more of all members of the audit committee of the Company may be undertaken upon the approval of two-thirds or more of the Directors, without regard to the restrictions of the preceding Paragraph, and such resolution of the audit committee of the Company shall be recorded in the minutes of the Board meeting.
82.2(1) During the Relevant Period, unless otherwise provided by the Law and the Applicable Listing Rules, the Company shall establish a remuneration committee; regulations governing the professional qualifications for its members, the exercise of their powers of office, and related matters shall be prescribed and amended from time to time by the Board in accordance with the Applicable Listing Rules. Remuneration referred to

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in this Paragraph shall include salary, stock options, and any other substantive incentive measures for Directors and managerial officers under the Law or the Applicable Listing Rules.

(2) The members of the remuneration committee of the Company shall be appointed by the Board and shall not be fewer than three members, one of whom shall be the convener.
(3) The remuneration committee of the Company shall exercise the care of a good administrator and in good faith when performing the official powers listed below, and shall submit its recommendations for deliberation by the Board:
(a) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for Directors and officers.
(b) Periodically evaluate and prescribe the remuneration of Directors and officers.
(c) Any other material matter so required by the Company or the competent authority.

DISQUALIFICATION AND VACATION OF OFFICE OF DIRECTORS

(1) During the Relevant Period, a person who is under any of the following circumstances shall not act as a Director of the Company; if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically:
(a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been convicted thereof, and the time elapsed after he has served the full term of the sentence is less than five (5) years;
(b) has been sentenced to imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and the time elapsed after he has served the full term of such sentence is less than two (2) years;
(c) has been convicted of misappropriating public funds during the time of his public service, and the time elapsed after he has served the full term of such sentence is less than two (2) years;

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(d) becomes bankrupt under the laws of any jurisdiction and has not been reinstated to his rights and privileges;
(e) has allowed cheques and other negotiable instruments to be dishonoured and the records thereof have not been cancelled or expunged by the relevant regulatory authorities;
(f) dies or has no or is limited in legal capacity according to the Law and/or Applicable Listing Rules;
(g) ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of the Law and/or Applicable Listing Rules;
(h) ceases to be a Director by virtue of Article 84;
(i) resigns his office by notice in writing to the Company;
(j) is removed from office pursuant to these Articles; or
(k) has been ordered to be removed from office by the R.O.C. Courts on the grounds that such Director, in the course of performing his duties, committed serious violations of the Law, Applicable Listing Rules or these Articles, or acts resulting in material damage to the Company, upon a petition by the Company or Member(s) to the R.O.C. Courts.
(2) During the Relevant Period, in case a Director (other than Independent Director) has transferred some or all his Shares during the term of his office as a Director, such that the remaining Shares held by him are less than one half of the Shares being held by him at the time he was elected, he shall, ipso facto, cease to act as a Director and be removed from the position of Director automatically.
(3) During the Relevant Period, if a Director (other than Independent Director), (i) after having been elected and before his inauguration of the office of a Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held by such Director at the time of his election or, (ii) within the closing period fixed by the Board in accordance with Article 28(2) prior

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to the general meeting for the election of such Director, has transferred some or all his Shares held by him such that the remaining Shares are less than one half of the Shares held at the commencement of the closing period, his election as a Director shall be deemed invalid and void.

Except as approved by the Emerging Market, the TPEx, the TWSE or the Commission (where applicable), the following relationships shall not exist among half or the majority of the Directors: (1) a spousal relationship; or (2) a familial relationship within the second degree of kinship as defined under the Civil Code of the R.O.C. If any one of the foregoing relationships exists among half or the majority of the elected Directors, the election with respect to the one who received the lowest number of votes among those related Directors shall be deemed invalid and void; and if he has already held office of a Director, he shall cease to act as a Director and be removed from the position of Director automatically. For the remaining Directors, if the foregoing requirements are still not satisfied, the same procedure set out above shall be applied again to the remaining related Directors, until such time as the foregoing requirements can be complied with.
In case a Director has, in the course of performing his/her/its duties, committed any act resulting in material damage to the Company or in serious violation of the Law, the Applicable Listing Rules or these Articles, but has not been removed from office by a resolution in a general meeting, one or more Members holding three percent (3%) or more of the total number of issued and outstanding Shares of the Company may, within thirty (30) days after that general meeting, submit a petition to a competent court, including the Taiwan Taipei District Court of the R.O.C., but only if and to the extent permitted under the Law and the Applicable Listing Rules, for removing such Director from office.
Subject to the Law, one or more Members holding three percent (3%) or more of the total number of the outstanding Shares continuously for a period of more than one year may request in writing any Independent Director of the Audit Committee to file, on behalf of the Company, an action against a Director who has, in the course of performing his/her duties, committed any act resulting in damage to the Company or in violation of the Law, the Applicable Listing Rules or these Articles, with a competent court, including the Taiwan Taipei District Court of the R.O.C., and for the avoidance of doubt, any one Independent Director is authorised to act in such manner, notwithstanding that there is no Board meeting or resolution in writing signed by all of the Directors expressly approving the same. In case the Independent Director fails to file such action within thirty (30) days after receipt of such request, to the extent permitted under the laws of the Cayman Islands, the Members making such request may file the action for the Company.

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PROCEEDINGS OF THE BOARD

The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate and shall from time to time establish internal rules in this regard, which shall be in compliance with the Law and the Applicable Listing Rules. During the Relevant Period, the Board meetings shall be held at least once in each quarter or within such period and frequency as may be prescribed by the Applicable Listing Rules. The quorum necessary for the transaction of the business of the Board shall be a majority of the Directors. Subject to the Law, the Applicable Listing Rules and these Articles, any matter proposed for consideration and approval at a Board meeting shall be decided by a majority of votes entitled so to do.
A Director may, and the Secretary on the requisition of a Director shall, summon a Board meeting by, during the Relevant Period, at least seven (7) days’ notice in writing, or at any time other than during the Relevant Period, at least forty eight (48) hours’ notice in writing, to every Director which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER, without prejudice to the prescribed notice, in the event of emergency, as determined by the Board in its sole discretion, a Board meeting may be called at any time if this has been agreed to by a majority of the Directors at such meeting. Notwithstanding the forgoing, at any time other than during the Relevant Period, a notice of Board meeting may be waived by all the Directors either at, before or retrospectively after the relevant Board meeting is held PROVIDED FURTHER that notice or waiver thereof may be given by email, telex or telefax.
A Director may participate in a meeting of Board, or of any committee appointed by the Board of which such Director is a member, by means of visual communication facilities which permit all Persons participating in the meeting to see and communicate with each other simultaneously and instantaneously, and such participation shall be deemed to constitute presence in person at the meeting.
A Director may appoint another Director as his proxy to attend a meeting of the Board in writing with regard to a particular meeting, and state therein the scope of authority with reference to the subjects to be discussed at such meeting, in which event the presence and vote of the proxy shall be deemed to be that of the Director appointer. No Director may act as proxy for two (2) or more other Directors. Subject to these Articles, if a Director attends a Board meeting on his behalf and as the proxy of another Director, he is entitled to vote both as a proxy and for his own.

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A Director who is in any way, whether directly or indirectly, interested in a matter discussed, considered or proposed in a meeting of the Board shall declare the nature of his interest and its essential contents at such relevant meeting. Any Director who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a meeting of Board shall abstain from voting, on his own behalf or as a proxy or corporate representative, with respect to the said matter. Any and all votes cast by such Director(s) shall not be counted in determining the number of votes for or against such matter.
Subject to these Articles, the continuing Directors may act notwithstanding any vacancy in their body.
Notwithstanding anything to the contrary provided for in these Articles, at any time other than during the Relevant Period, a resolution in writing signed by all of the Directors then in office or all of the members of a committee of Directors, including a resolution signed in counterpart or by way of signed email, telex or telefax transmission, shall be as valid and effectual as if it had been passed at a Board meeting or of a committee of Directors duly called and constituted.
The proceedings regarding Board meetings not provided for in these Articles shall be governed by the internal rules of the Company, as adopted and amended by the Board and reported to the Members at a general meeting from time to time, which shall be in compliance with the Law and the Applicable Listing Rules (in particular, the Regulations Governing Procedure for Board of Directors Meetings of R.O.C. Public Companies).

RESERVES AND CAPITALISATION

During the Relevant Period, the Company shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; and (ii) an amount to offset losses incurred in previous year(s); and after the aforesaid sums as set aside from the profits for such relevant financial year, the Board may, before recommending any dividend or bonus, set aside the remaining profits of the Company for the relevant financial year as a reserve or reserves (the " Special Reserve ") which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied.
Unless otherwise provided in the Law, the Applicable Listing Rules and these Articles, during the Relevant Period, the Capital Reserve set aside shall not be used except for offsetting the

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losses of the Company, and the Company shall not use the Capital Reserve to offset its capital losses unless any Special Reserve set aside for purposes of loss offset is insufficient to offset such losses.

(1) During the Relevant Period, subject to the Law, where the Company incurs no loss, it may, by a Special Resolution, distribute its Special Reserve, the Share Premium Account and/or the income from endowments received by the Company, which are in the Capital Reserve which are available for distribution, in whole or in part, by issuing new, fully paid Shares and/or by cash to its Members.
(2) At any time other than during the Relevant Period, subject to the Law, the Board may capitalise any sum for the time being standing to the credit of the Share Premium Account or any of the other Company’s reserve accounts which are available for distribution or any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend//bonus and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
Where any difficulty arises in regard to any declaration of share dividends or share bonuses or other similar distributions under these Articles due to any fraction held by Member(s), the Board may determine that cash payments should be made to any Members in full, or part thereof, as may seem expedient to the Board. Such decision of the Board shall be effective and binding upon the Members.

COMPENSATION, DIVIDENDS AND BONUSES

At any time other than during the Relevant Period, subject to the Law and these Articles and except as otherwise provided by the rights attaching to any Shares, the Board may from time to time declare dividends/bonuses (including interim dividends/bonuses), and other distributions to the Members by issuing new, fully paid Shares and/or by cash in proportion to the number of Shares held by them respectively and authorise payment of the same out of the funds of the Company lawfully available therefore. The Directors may, before declaring any dividends, bonuses or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the

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Company and pending such application may, at the like discretion, be employed in the business or investments of the Company.

100.(1) As the Company is in the growing stage, the dividend/bonuses of the Company may be distributed in the form of cash dividends/bonuses and/or stock dividends/bonuses. The Company shall take into consideration the Company’s capital expenditures, future expansion plans, and financial structure, funds requirement and other plans for sustainable development needs in assessing the amount of dividends/bonuses the Company wish to distribute.
(2) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, where the Company has annual profits at the end of a financial year, upon the approval of a majority of the Directors present at a meeting attended by at least two-thirds or more of the total number of the Directors, the Company may distribute not less than zero point five percent (0.5%) and not more than three percent (3%) of the profits for such year to the Employees as the Employees’ compensation in the form of shares and/or in cash and may distribute not more than two percent (2%) hereof to the Directors as the Directors’ compensation, provided, however, that the total amount of accumulated losses of the Company (including adjusted undistributed profits) shall be reserved from the said profits in advance, and the Company shall distribute the remaining balance thereof to the Employees and Directors in the proportion set out above. A report of such distribution of Employee and Directors’ compensation shall be submitted to the general meeting of the Company. Except otherwise set forth by the Applicable Listing Rules, any Directors’ compensation shall not be paid in the form of shares. The term "annual profits" as used herein shall mean the annual profits for such year before tax without deducting the amount of compensation distributed to the Employees and Directors as prescribed in this Paragraph (2) of this Article.
(3) During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles and except as otherwise provided by the rights attaching to any Shares, where the Company still has annual net profit for the year, after paying all relevant taxes, offsetting losses (including losses of previous years and adjusted undistributed profits, if any), and setting aside the Special Reserve (if any), the Company may distribute not less than ten percent (10%) of the remaining balance (including the amounts reversed from the Special Reserve), plus undistributed profits of previous years (including adjusted undistributed profits) in part or in whole as determined by an Ordinary Resolution passed at an annual general meeting of the Company duly convened and held in accordance with these Articles to the Members as

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dividends/bonuses in proportion to the number of Shares held by them respectively pursuant to these Articles, provided that, cash dividends/bonuses shall not be less than ten percent (10%) of the total amount of dividends/bonuses to Members.

(4) During the Relevant Period, unless otherwise resolved by the general meeting of the Company, the Employees and Directors’ compensations and dividends, bonuses or other forms of distributions payable to the Members shall be declared in NTD.
(5) The Board may deduct from the dividends, bonuses or any other amount payable to the Member in respect of the Share any amount (if any) due by such Member to the Company on account of calls or otherwise in relation to the Share.
(6) Any dividend, bonus or other monies payable on or in respect of the Share may be paid by wire transfer to the bank account nominated by the Member or by cheque or warrant sent through a post to the registered address of the Member, or to such Person and to such address as the holder may nominate in writing. In the case of joint Members, any of them may give a valid receipt for the dividend, bonus or other monies payable on or in respect of the Share.
(7) Subject to the Law and the Applicable Listing Rules, any Special Reserve may be reversed to undistributed profits of the Company.
During the Relevant Period, subject to the Law, the Applicable Listing Rules and these Articles, the Company may by a Special Resolution distribute any part or all of the dividends or bonuses to the Members declared in accordance with the preceding Article by way of applying such sum in paying up in full unissued Shares for allocation and distribution to the Members.
No dividend, bonus or other distribution shall be paid otherwise than out of profits or out of monies otherwise available for dividend, bonus or other distribution in accordance with the Law. No dividend, bonus or other distribution or other money payable by the Company on or in respect of any Share shall bear interest against the Company.

ACCOUNTS, AUDIT, AND ANNUAL RETURN AND DECLARATION

The Directors shall cause to be kept accounting records and books of account sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain the transactions of the Company and otherwise in accordance with the Law, at the Registered Office or at such other place(s) in such manner as may be determined from time

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to time by the Board and shall always be open to the inspection by the Directors.

During the Relevant Period, at the end of each financial year, the Board shall prepare: (1) the business report; (2) the financial statements which include all the documents and information as required by the Law and the Applicable Listing Rules (the " Financial Statements "); and (3) any proposal relating to the distribution of net profit and/or loss offsetting in accordance with these Articles, for adoption by the annual general meeting of the Company. Upon adoption at the annual general meeting of the Company, the Board shall distribute to each Member copies of the Financial Statements and the resolutions relating to profit distribution and/or loss offsetting. However, during the Relevant Period, the Company may make a public announcement of the abovementioned statements and resolutions instead of distributing those to each Member.
During the Relevant Period, the documents prepared by the Board in accordance with the preceding Article shall be made available at the Shareholder Service Agent’s office in the R.O.C. for inspection during normal business hours by the Members, ten (10) days prior to the annual general meeting.
Subject to the Law and the Applicable Listing Rules, the Board may determine (or revoke, alter or amend any such determination) that the accounts of the Company be audited and the appointment of the Auditors.
The Board shall keep copies of the Memorandum, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholder Service Agent’s office in the R.O.C. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access to inspect and to make copies of the above documents.
The Board in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

TENDER OFFER

Subject to the Law and the Applicable Listing Rules, during the Relevant Period, within seven (7) days after the receipt of the notice of a public tender offer to purchase the Shares by the Company or the designated representative for litigious and non-litigious matters of

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the Company in the R.O.C. appointed pursuant to the Applicable Listing Rules, the Board shall resolve to recommend the Members to either accept or object to the tender offer and make a public announcement of the following:

(a) the types, number and amount of the Shares held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares in its own name or in the name of other Persons;
(b) the recommendations to the Members on the tender offer, which shall set forth the names of the Directors who abstain or object to the tender offer and the reason(s) therefore;
(c) whether there is any material change in the financial condition of the Company after the delivery of its most recent financial report and an explanation of the change, if any; and
(d) the types, number and amount of the shares of the tender offer or its affiliates held by the Directors and the Members holding more than ten percent (10%) of the total issued and outstanding Shares held in its own name or in the name of other Persons.

WINDING UP

Subject to the Law, the Company may be wound up by a Special Resolution passed by the Members. If the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
Subject to the Law, if the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how

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such division shall be carried out as between the Members or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any asset whereon there is any liability.

The Company shall keep all statements, records of account and documents for a period of ten (10) years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by an Ordinary Resolution.

NOTICES

Subject to the Law and except as otherwise provided in these Articles, any notice or document may be served by the Company to any Member either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Member at his address as appearing in the Register, or, to the extent permitted by the Law and the Applicable Listing Rules, by posting it on a website designated by the Commission, the Emerging Market, the TPEx or the TWSE (where applicable) and/or the Company’s website, or by electronic means by transmitting it to any electronic mail number or address such Member may have positively confirmed in writing for the purpose of such service of notices. In the case of joint Members, all notices shall be given to that one of the Members whose name stands as their representative in the Register in respect of the joint holding.
Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting including the purpose for which such meeting was convened.
Any notice or other document, if served by:
(a) post, shall be deemed to have been served on the day following that on which the letter containing the same is posted or delivered to the courier;
(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c) courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or

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(d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail, subject to the Law.
Any notice or document served to the registered address of any Member in accordance with these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint Member.

REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company shall be at such address in the Cayman Islands as the Board shall from time to time determine.

FINANCIAL YEAR

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

SEAL

The Company shall adopt a Seal by resolution of the Board and, subject to the Law, the Company may also have a duplicate Seal or Seals for use in any place or places outside of the Cayman Islands. The use and management of the Seal (or duplicate Seals) may be determined by the Board from time to time pursuant to the adoption of any regulation governing the use and management of seals of the Company in accordance with the Applicable Listing Rules.

LITIGATION AND NON-LITIGATION AGENT IN THE R.O.C.

120.(1) Subject to the provisions of the Applicable Listing Rules, the Company shall, by a resolution of the Directors, appoint or remove a person as its litigation and nonlitigation agent and such agent will be deemed as the responsible person of the Company in the R.O.C. under the Applicable Listing Rules.
(2) The preceding agent shall have residence or domicile in the R.O.C.
(3) The Company shall report the name, residence/domicile of the preceding agent and

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power of attorney to the competent authority in the R.O.C. This reporting requirement shall also apply if there is any change.

CHANGES TO CONSTITUTION

Subject to the Law and the Applicable Listing Rules, the Company may, by Special Resolution, alter or amend the Memorandum or these Articles, in whole or in part.

– Remainder of Page Intentionally Left Blank –

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Appendix 2

LIDA HOLDINGS LIMITED

Rules of Procedure for Shareholders Meetings

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. The rules are in accordance with Article 182-1 of the Company Act; The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Shareholders mentioned in this rule means Shareholders and their proxies.
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

The entrusted matters shall be handled in accordance with the provisions of Article 177 of the Company Art. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards. Shareholders and their proxies shall bring their attendance cards.

Attendance at shareholders meetings shall be calculated based on numbers of shares.
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
The convening of the shareholders' meeting shall prepare a discussion manual and be notified the shareholders 30 days before. For the shareholders who hold less than one thousand registered shares, they can be notified through the Market Observation Post System 30 days before. The convening of the temporary shareholders' meeting shall be notified the shareholders15 days before. For those shareholders who hold less than one thousand registered shares of the shares, they can be notified through the Market Observation Post System 15 days before. The reasons for convening a shareholders meeting shall be specified in the

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meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 436 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

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

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Shall make an uninterrupted audio and video recording of the registration procedure through the whole shareholders meeting.

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

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If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman. When the chairman of the board is on leave or for any reason unable to exercise the powers. If the chairman is absent or unable to exercise his powers for any other reason, his agent is in accordance with the provisions of Article 208 of the Company Art.

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

7.

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

When a meeting is in progress, the chair may announce a break based on time considerations.

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

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

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

Anyone who participates in the shareholders' meeting shall not carry items that are harmful to the life, body, freedom or property of others.

At the time of the shareholders' meeting, the chairman of the shareholders' meeting may request the police officers to arrive at the scene to maintain order.

Attendance at shareholders meetings shall be calculated based on numbers of shares.

The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chairman shall call the meeting to order at the appointed meeting time.

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However, when the attending shareholders do not represent more than a half the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two

postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

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

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

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

After the meeting, the shareholders may not elect another chairman to continue the meeting at the original site or another place.

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

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

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The speaking of the proxy shall be in accordance with his power of attorney, public solicitation of written and advertising, and unless otherwise provided by the Act, the shareholders' consent shall be based on the statement or vote of the agent. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

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

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a more than a half of the voting rights represented by the attending shareholders. At the time of voting, if the chairman has consulted the noobjection, it shall be deemed to have passed, and its validity shall be the same as the voting.

Unless otherwise provided by law or regulation, a shareholder shall be entitled to one vote for each share held. Except for a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded,

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the voting rights in excess of that percentage shall not be included in the calculation.

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

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

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a more than a half of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for

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each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered the MOPS.

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair. The results of the voting shall be announced on-site at the meeting and a record made of the vote.

But monitoring personnel shall be shareholders, the people should supervise the voting procedure, prevent improper voting, open the voting vote and supervise the record of the counting personnel.

The vote shall be invalid in one of the following circumstances, and the statistical tallies of the numbers of votes shall not be calculated:

Not using the voting vote provided by the company.
The votes have not been put into the ballot box.
The votes which are unable to distinguish in favor of or against.
The proxy violates the rule of “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public companies” to use the right to vote.
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. And in accordance with the provisions of Article 183 of the Company Art.

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

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

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

When a meeting is in progress, if a force majeure event such as air raid alarm, earthquake or others occurs, the chairman shall immediately announce the suspension of the meeting and evacuate all. After the reasons for the suspension of the meeting are eliminated, the chairman shall decide whether to continue the meeting.

If the meeting venue is no longer available for continued use and not all the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

These rules are implemented after the approval of the shareholders' meeting, and the same applies when the amendments are made. This rule is made on February 19[th] , 2014.

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Appendix 3

LIDA HOLDINGS LIMITED

Shareholding Status of All Directors

The total number of shares issued by the company is 100,000,000 shares of common stock.
The company is not applicable to Article 26 of the Securities Exchange Act.
The company has set up an audit committee, but no supervisor.
Up to the book closure date of the shareholders’ meeting (Based date: April 15[th] ,

2019), shareholders list and the shareholding status of the directors are as following:

Position	Name	Date of appointment	Shares	Percentage (%)
Chairman	Yi Yuan Enterprises Limited Representative: Chien-Leng Wu	2017.06.13	31,500,000	31.5%
Director	Gain Fortune Development Limited Representative: Da-Ping Huang	2017.06.13	16,440,136	16.44%
Director	Johnny Kong	2017.06.13	0	0
Independent Director	Chia Ying Ma	2017.06.13	0	0
Independent Director	Huang Ling Fang	2017.06.13	0	0
Independent Director	Kelvin Shen	2017.06.13	0	0
Total			47,940,136	47.94%

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Appendix 4

Other Explanatory information

The impact of issuance of bonus shares on the company's operating performance, earnings per share and return on investment:

Unit: TW$

			Unit: TW$
Year Item			2019 (Estimated)
Initial paid-up capital			1,000,000,000
Share and interest allotment of the year	Cash dividendper share		2.3
	Bonus share per share of earnings transfer to capital increase		1.6
	Bonus share per share of Additional paid-in capital transfer to capital increase		0
The change of business performance	Operating profit		Not applicable (Note)
	Operating profit increased (decrease) ratio compared with the sameperiod lastyear
	Net profit
	After-tax net profit increased (decrease) ratio compared with the sameperiod lastyear
	Earnings Per Share
	Earnings Per Share increased (decrease) ratio compared with the sameperiod lastyear
	Annual average return on investment（reciprocal of Annual average P/E ration）
Fiction of earnings per share and P/E ratio	If earnings transfer to capital increase changes to Cash dividends	Fiction of earnings per share
		Fiction of annual average return on investment
	If the Additional paid-in capital is not transferred to the capital increase	Fiction of earnings per share
		Fiction of annual average return on investment
	If the Additional paid-in capital	Fiction of earnings per share

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is not transferred and earnings Fiction of annual average return transfer to capital increase on investment changes to Cash dividends

Note 1: This information has not been approved by the 2019 Annual Meeting of Shareholders.

Note 2: According to「Regulations Governing the Publication of Financial Forecasts of Public Companies」, The company does not need to disclose the 2019 financial forecast information, so there is no estimate for 2019.

Description of the state of the acceptance of proposal of the shareholders meeting:
1) Based on Article 172-1 of Company Act, a shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Shareholdersubmitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
2) The period for submission of shareholder proposals: April 3[rd] to 12[nd] , 2019. It has been announced through the Market Observation Post System.
3) The company did not receive any proposal from any shareholder during the period for submission of shareholder proposals.

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AI assistant

Lida — AGM Information 2019

52404_rns_2019-07-19_44b99ee2-ff2b-4c2e-8c60-3026ab60d069.pdf

L I D A H O L D I N G S L I M I T E D

Table of Contents

LIDA HOLDINGS LIMITED

Meeting Procedure of Annual Shareholders’ meeting 2019

2019 Meeting Agenda of Annual Shareholders’ meeting

1. Announce the start of the meeting

2. Chairman in place

3. Chairman’s Statement

4. Report Items

5. Matters for Ratification

Report Items

Matters for Ratification

Matters for Discussion

Extemporary Motions

Adjournment

Attachment 1

LIDA HOLDINGS LIMITED

Business Report

1. Preface

2. 2018 Annual business results

Analysis of financial capacity and profitability

3. 2019 Business plan summary

Inspection Report of Audit Committee

REPORT OF INDEPENDENT ACCOUNTANTS

Opinion

Basis for opinion

Key audit matters

Cash and financial assets at amortized cost

Description

How our audit addressed the matter

Sales revenue from distribution selling

Description

How our audit addressed the matter

Valuation of property, plant and equipment impairment

Description

How our audit addressed the matter

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

Auditor’s responsibilities for the audit of the consolidated financial

statements

LIDA HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2018 AND 2017

LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

LIDA HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

LIDA HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CACH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

Attachment 4

LIDA HOLDINGS LIMITED

Table of Distribution of 2018 earnings

LIDA HOLDINGS LIMITED

Com arison Table for Memorandum and Articles of Association p

Attachment 6

LIDA HOLDINGS LIMITED

Comparison Table for Rules of the Procedure for Shareholders

Meetings

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures of election of directors

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures for acquisition or disposal

Attachment 9

LIDA HOLDINGS LIMITED

Attachment 10

LIDA HOLDINGS LIMITED

Comparison Table for The Procedures for endorsement guarantee operation

THE CAYMAN ISLANDS

LIDA HOLDINGS LIMITED

THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) COMPANY LIMITED BY SHARES

OF

LIDA HOLDINGS LIMITED

THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) COMPANY LIMITED BY SHARES

OF

LIDA HOLDINGS LIMITED

INTERPRETATION

SHARES

MODIFICATION OF RIGHTS

REGISTER

REDEMPTION AND REPURCHASE OF SHARES

Lida AGM Information 2019